Content Distribution Agreement

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Content Distribution Agreement Powered By Docstoc
					This document sets up a business relationship between a company that sends
entertainment and/or informational programming to end users, and a second company
that provides content to the first company. This document may be used by the content
provider or by the content distributor. It contains both standard clauses as well as
opportunities for customization to ensure that the understandings of the parties are
properly set forth. Use the agreement when a business or person wishes for another
business or person to distribute its content. This agreement is also useful for
content distributors whose services are being requested by content providers.
                                   CONTENT DISTRIBUTION AGREEMENT


         This agreement (the “Agreement”), between _________________ [PROVIDE NAME OF THE PARTY WHO
WILL BE PROVIDING CONTENT] (hereinafter, "Content Provider") and ________________ [PROVIDE NAME
OF PROGRAMING COMPANY] (hereinafter, "Company"), dated __________________, 201___. CONTENT
PROVIDER is a company organized under the laws of the state of __________, with its principal office(s) at
___________________ [PROVIDE ADDRESS OF CONTENT PROVIDER]. ____________________ [PROVIDE
NAME OF COMPANY] is a company organized under the laws of the state of ____________, with its principal
office(s) at _________________ [PROVIDE ADDRESS OF COMPANY].

1. __________________ [PROVIDE NAME OF COMPANY] owns and distributes an interactive entertainment
service (hereinafter, the "Service"), that offers programming services. These Services are viewable by end users via
electronic access devices, including but not limited to: Cable and global media delivery services, personal computers,
mobile wired and wireless devices (e.g., iPads, smart phones, netbooks, etc.), and digital cable delivery mechanisms.

2. CONTENT PROVIDER has developed, is developing, or will develop programming, or, will acquire or have acquired
rights to such programming.

3. COMPANY wishes, by using COMPANY'S services, to distribute programming provided by CONTENT PROVIDER
to end users, and CONTENT PROVIDER wishes for COMPANY to distribute and/or transmit such programming to end
users.

4. This agreement, therefore, in exchange for fair consideration--the sufficiency of which is acknowledged by both
parties--the parties now agree as follows:



         1.       DEFINITIONS.

                  A.        “Access Center” shall mean any Person authorized or otherwise allowed to permit End Users
                            access to data generated or otherwise transmitted by Transmission Company.

                  B.        “Advertiser” shall mean an entity purchasing video and/or banner advertising slots.

                  C.        “Electronic Streaming” shall mean the transmission, broadcast or electronic communication (such
                            transmission, broadcast or electronic communication being in any form now known or hereafter
                            to become known including, without limitation, by means of cable, wire, fiber of any material,
                            over-the-air in any frequency band, master antenna, satellite master antenna, low power
                            communications, closed circuit communications, single and multi-channel multipoint distribution
                            service and direct to TVRO (i.e., satellite receive only) or satellite transmission) of a data stream
                            pursuant to subscription, license, or other understanding.

                  D.        “End User” shall mean any Person capable of accessing data from an Access Center or
                            Transmission Company through Electronic Streaming, Broadcast Transmission and/or Video On
                            Demand service via Internet or Set Top Box.

                  E.        To “Make Available” shall mean, with respect to Programming provided or to be provided by
                            CONTENT PROVIDER to COMPANY and CONTENT PROVIDER obligations hereunder, to
                            provide to COMPANY a confirmation of the grant of all rights and licenses necessary for
                            transmission or other distribution, public performance, sub-licensing and other exploitation of
                            such Programming in accordance with the terms and conditions herein.



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                  F.        “Person” shall mean any individual, firm, corporation, general or limited partnership, joint
                            venture, trust, association, unincorporated entity of any kind, or any federal, state or local
                            governmental regulatory authority.

                  G.        “Programming” shall mean visual (including, without limitation motion pictures and still
                            photograph), sound recording (including, without limitation, spoken words and music) and
                            audiovisual products.

                  H.        “Revenues” shall mean monies actually collected by CONTENT PROVIDER in payment from
                            Advertisers, or their authorized agents, for advertisements transmitted by Electronic Streaming in
                            Programming.

                  I.        “Service” shall mean transmissions that are viewable by end users via electronic access devices,
                            including but not limited to: Cable and global media delivery services, personal computers,
                            mobile wired and wireless devices (e.g., iPads, smart phones, netbooks, etc.), and digital cable
                            delivery mechanisms.

                  J.        “Term” shall mean as defined in Section 3 below.

                  K.        “Territory” shall mean the entire Earth, all orbital positions, and all other areas in outer space.

                  L.        “Transmission Companies” shall mean companies selected by COMPANY to transmit or
                            otherwise distribute Programming through Electronic Streaming, Broadcast, and/or Video On
                            Demand to Access Centers for use in connection with the Service.

                  M.        “Use” shall mean, collectively or individually, interact with, copy or otherwise reproduce, store,
                            display, play, perform or other exploit.

         2.       GRANT OF LICENSE:

                  A.        Subject to the terms and conditions contained herein, CONTENT PROVIDER hereby grants to
                            COMPANY

                            i) a right and license to Use Programming provided or to be provided by CONTENT
                            PROVIDER, including, a right to reproduce--under all applicable intellectual and commercial
                            property rights (including trademark rights)--such Programming onto Files (as defined in Section
                            4(D). This license will be non-exclusive.

                            ii) a non-exclusive right and license to provide copies of such Files to Transmission Companies
                            and Access Centers and to provide, through Electronic Streaming, such Programming to
                            Transmission Companies and/or Access Centers;

                            iii) a non-exclusive right and license to sub-license or otherwise authorize Transmission
                            Companies and Access Centers to provide such Programming through Electronic Streaming for
                            Use by End Users in the Territory,

                            iv) a non-exclusive right and license to sub-license, through the Access Centers or such Access
                            Centers’ agents, the Use of such Programming by End Users;

                            v) a non-exclusive right and license to market, promote, advertise and publicize, in any and all
                            media (“Promotional Rights”) such Programming in connection with World Intercom
                            Technologies, Inc ’s rights hereunder and to authorize Transmission Companies and Access
                            Centers to do the same; and

                            vi) a non-exclusive right and license to use CONTENT PROVIDER trademarks and copyrighted
                            materials and all other trademarks and copyrighted materials related to such programming in
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                            connection with exercising Promotional Rights and to authorize Transmission Companies and
                            Access Centers to do the same.



         3.      TERM.

                 Subject to the earlier termination of this Agreement as set forth in Section 11, the initial term of this
         Agreement with respect to each item of Programming shall commence on the Agreement Date and shall terminate
         on the date which is the last day of the thirty-six month following commencement of the Agreement Date. This
         Agreement shall be renewed only upon mutual consent of the parties for a minimum of a two (2)-year period
         unless COMPANY notifies CONTENT PROVIDER no later than three (3) months before the end of the initial
         term or renewal term then in effect of COMPANY'S intention not to so renew the term; upon such notification,
         this Agreement shall terminate at the end of such initial or renewal term then in effect. (The initial and all
         renewal terms are hereinafter referred to collectively as the “Term”.) Notwithstanding anything set forth in this
         Section 2, the Term shall terminate with respect to each such Programming when all applicable rights granted to
         CONTENT PROVIDER from any third party rights necessary to grant COMPANY Electronic Streaming rights
         hereunder expire or terminate.

         4.       AVAILABILITY; PROMOTION; DELIVERY AND REPRODUCTION OF PROGRAMMING;
                  SUBSCRIBER SUPPORT; NOTIFICATION.

                  A.        With respect to any Programming published on or after the Agreement Date (“Future
                            Programming”), notwithstanding the date upon which CONTENT PROVIDER shall Make
                            Available such Future Programming, CONTENT PROVIDER shall Make Available each
                            program of such Future Programming (and grant Promotional Rights therefore to COMPANY) no
                            later than ten days following final edits. If CONTENT PROVIDER does not have the rights
                            necessary to Make Available such Future Programming in accordance with the foregoing
                            sentence, then CONTENT PROVIDER shall use its best efforts to (i) acquire the necessary rights
                            to Make Available such Future Programming as soon as possible (and grant Promotional Rights
                            therefore to COMPANY and (ii) notify COMPANY immediately upon CONTENT PROVIDER
                            acquisition of such rights. At such time, CONTENT PROVIDER shall document and provide to
                            COMPANY a list of any and all third party restrictions related to such Future Programming and
                            the expiration date for any third party rights associated with such Future Programming.

                  B.        COMPANY may reproduce the Programming provided by CONTENT PROVIDER in
                            accordance with this Agreement to be added to COMPANY’S electronic files (“Files”) that
                            CONTENT PROVIDER may provide by Electronic Streaming or other delivery means to
                            Transmission Companies and Access Centers on a periodic basis. The Files provided to
                            Transmission Companies and Access Centers may contain such Programming, programming
                            licensed from other content providers, and other programming.

                  C.        Subject to any limitations imposed upon CONTENT PROVIDER by its third party licensors of
                            which COMPANY has been made aware in advance, all decisions regarding the selection,
                            timing, promotion, duration and territorial scope of Electronic Streaming the Programming
                            through the Service and the advertisements to be associated with such Programming shall be upon
                            mutual consent of COMPANY and CONTENT PROVIDER. If, in its sole discretion,
                            COMPANY determines that any Programming must be edited or modified prior to
                            COMPANY'S initial or continued distribution of such Programming, then CONTENT
                            PROVIDER shall use its best efforts to perform or have performed such edits or modifications as
                            soon as practical.

                  D.        Programming provided by CONTENT PROVIDER shall be in the format of ______________.
                            {Instruction:     Provide any technical details that describe any particular formatting
                            requirements for the content that will be received from Content Provider. Add as many
                            additional lines as is necessary in order to fully describe the requirements.}
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                  F.        In the opening of all oral or written communications made by CONTENT PROVIDER to
                            COMPANY, CONTENT PROVIDER shall indicate the identifying number provided to
                            CONTENT PROVIDER by COMPANY and shall thereafter indicate the applicable identifying
                            number of the Programming in question, if any. Notices required under this Section 4 shall be
                            sent to COMPANY'S ___________________, at an address to be designated by COMPANY.
                            {Instruction: Provide the job title of person authorized to receive notices under this paragraph.
                            For example: President of Programming; VP in Charge of Acquisitions; etc.}

         5.       PAYMENT TO CONTENT PROVIDER; AUDIT RIGHTS.

                  A.        In the first year of the agreement, every _____ month(s), on the first calendar day of each month,
                            COMPANY shall pay to CONTENT PROVIDER a license fee (the “Fee”) based upon ______
                            percent (____%) of net revenues paid to COMPANY for advertisements viewed during the
                            transmission or other distribution of certain Programming provided in accordance with the terms
                            and conditions herein by End Users accessing the Service from Access Centers related to
                            Transmission Company through Electronic Streaming. Such Programming (“Fee-Generating
                            Programming”) shall be set forth in Exhibit A, which is attached hereto and incorporated herein
                            by reference, as it may be amended from time to time.

                            In the second year of the agreement, every _________ month(s), on the first calendar day,
                            COMPANY shall pay to CONTENT PROVIDER a license fee (the “Fee”) based upon ________
                            percent (____%) of net revenues paid to COMPANY for advertisements viewed during the
                            transmission or other distribution of certain Programming provided in accordance with the terms
                            and conditions herein by End Users accessing the Service from Access Centers related to
                            Transmission Company through Electronic Streaming. Such Programming (“Fee-Generating
                            Programming”) shall be set forth in Exhibit A, which is attached hereto and incorporated herein
                            by reference, as it may be amended from time to time. There shall be no fee payable for any
                            Programming licensed hereunder to COMPANY that is not identified in Exhibit A
                            (“Advertisement Programming”).

                  B.        Gross revenue shall be defined as all revenue received by COMPANY from advertisements
                            viewed as set forth in 5A. No expenses, cost fees shall be subtracted prior to calculating gross
                            revenues.

                  C.       If as a result of force majeure (as set forth in Section 13(B)), an End User does not receive the
                            Service for all or a portion of any given Period during which Fee-Generating Programming
                            provided by CONTENT PROVIDER is available for Use through the Service, and if, as a result
                            of such unavailability, COMPANY is not paid by the advertisers for such Period, then the license
                            fee payable to CONTENT PROVIDER which corresponds to the fee payable by such advertisers
                            shall be reduced by the same percentage by which such advertisers payment is reduced for such
                            Period.

                   D.       COMPANY shall retain at its principal place of business for a period of not less than _______
                            (___) years after the calendar month to which such records relate, files, records, and books of
                            account prepared in the normal course of business which contain data reasonably required for the
                            computation and verification of the accounts to be paid and the information to be given in any
                            report required hereunder. Upon not less than __________ (____) days prior written notice,
                            COMPANY shall permit one representative of CONTENT PROVIDER, (e.g., a certified public
                            accountant) retained by CONTENT PROVIDER, at CONTENT PROVIDER'S expense, to
                            inspect and audit, upon reasonable notice to COMPANY and at reasonable times (but not more
                            often than once annually) all such files, records and books of account, but only as related to
                            Programming provided in accordance with the terms and conditions herein, and to take extracts
                            therefrom and make copies thereof for the purpose of verifying the accuracy of the payments
                            provided by COMPANY hereunder. The information disclosed pursuant to this Section 5(D)
                            shall constitute Proprietary Information, as defined in Section 10.

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         6. RESEARCH RESULTS.

                  COMPANY shall, upon Provider’s reasonable request, supply Provider with certain information gathered
                  during and subsequent the COMPANY'S provision of the Service during the Trial Period.

         7.       PROMOTIONS; PROMOTIONAL RESTRICTIONS.

                  A.        COMPANY shall, from time to time, transmit or otherwise distribute Advertisement
                            Programming in an effort, inter alia, to promote the Use Fee-Generating Programming provided
                            in accordance with the terms and conditions herein by End Users. During the time that such
                            Programming is accessible through the Service, COMPANY shall make a brief version of such
                            Programming as Advertisement Programming accessible to End Users display through an
                            electronic link on COMPANY'S World Wide Web home page, if one exists.

                  B.        At any time that Promotional Rights are provided to COMPANY for any Programming provided
                            by CONTENT PROVIDER pursuant to the terms and conditions of this Agreement, CONTENT
                            PROVIDER shall notify COMPANY of any restrictions (including, without limitation,
                            restrictions imposed by third party agreements) and other information reasonably requested by
                            COMPANY that affects COMPANY'S Promotional Rights to Programming.

         8.       REPRESENTATIONS AND WARRANTIES.

                  A.        COMPANY and CONTENT PROVIDER each represents, warrants and covenants to the other
                            that (i) it has the power and authority to enter into this Agreement and to fully perform its
                            respective obligations hereunder, (ii) this Agreement has been executed by its duly authorized
                            representative and (iii) it is under no contractual or other legal obligation which shall in any way
                            interfere with the full, prompt and complete performance of its obligations pursuant to this
                            Agreement.

                       B. CONTENT PROVIDER represents, warrants and covenants that the Electronic Streaming and
                       Use of Programming provided by CONTENT PROVIDER on the Service and the Promotional Rights
                       granted hereunder do not violate any copyright, trademark, trade name, or service mark, trade secret
                       or patent right and ii) if the rights granted hereunder are owned or controlled by any entity other than
                       CONTENT PROVIDER, all of the necessary actions have taken place between CONTENT
                       PROVIDER and such third party in order to allow CONTENT PROVIDER to grant any of the
                       intellectual property rights and Promotional Rights granted pursuant to this Agreement and to allow
                       COMPANY to distribute the Programming.

         9.       INDEMNIFICATIONS.

                  A.        CONTENT PROVIDER shall indemnify and hold harmless COMPANY, its affiliated companies
                            and their respective owners, officers, directors, employees and agents from all liabilities,
                            damages, costs and expenses (including, without limitation, reasonable counsel fees and
                            expenses) (each a “Liability”, and collectively referred to herein as “Liabilities”) incurred in
                            connection with any claim arising out of CONTENT PROVIDER breach of any representation or
                            obligation hereunder, including any claim that CONTENT PROVIDER lacks the authority to
                            grant the rights, including Electronic Streaming rights granted herein, or incurred in the
                            settlement or avoidance of any such Liabilities. The provisions of this Section shall apply,
                            without limitation, to claims brought by either party against the other.

                  B.        COMPANY shall indemnify and hold harmless CONTENT PROVIDER, its affiliated
                            companies and their respective owners, officers, directors, employees and agents from all
                            Liabilities incurred in connection with any claim arising out of COMPANY'S breach of any
                            representation or obligation hereunder, or incurred in the settlement or avoidance of any such
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                            Liabilities. Notwithstanding the foregoing, CONTENT PROVIDER hereby acknowledges that
                            no owner, employee or agent of COMPANY shall be individually responsible for indemnifying
                            CONTENT PROVIDER for such Liabilities, except as permitted by law. The provision of this
                            Section shall apply, without limitation, to claims brought by either party against the other.

                  C.        To assert its rights of indemnification hereunder in cases involving third-party claims, the party
                            seeking indemnification must:

                            i) promptly notify the indemnifying party of any claim or legal proceeding which gives rise to
                            such right;

                            ii) afford the indemnifying party the opportunity to participate in, or fully control, any
                            proceeding and the compromise, settlement, resolution or other disposition of such claim or
                            proceeding; and

                            iii) fully cooperate with the indemnifying party, at the indemnifying party’s expense, in such
                            indemnifying party’s participation in, and control of any proceeding and the compromise,
                            settlement, resolution or other disposition of such claim or proceeding; provided, however, that if
                            such compromise, settlement, resolution or other disposition could have an adverse effect on the
                            indemnified party, the indemnified party’s consent to such compromise, settlement, resolution or
                            other disposition shall be required but shall not be unreasonably withheld.

10.      CONFIDENTIAL INFORMATION.

                  A.        CONTENT PROVIDER agrees that certain information which CONTENT PROVIDER may
                            receive from COMPANY is proprietary to COMPANY. Such information includes, without
                            limitation: i) the terms and conditions of this Agreement; ii) any proprietary ideas, plans and
                            information, including, without limitation, information of a technological or business nature
                            (including, without limitation, all trade secrets, computer programming, technology, intellectual
                            property, data, summaries, reports or mailing lists, whether written or oral and if written however
                            produced or reproduced); iii) the fact that COMPANY intends to develop or market any
                            particular hardware or programming products; iv) any no- public information concerning the
                            business or finances of COMPANY; and v) any other information provided by COMPANY that
                            is designated in writing by COMPANY prior to disclosure as being proprietary to COMPANY.
                            All of the types of information referenced in clauses (i) through (v) of this Section 10(A) shall be
                            collectively referred to hereinafter as “Proprietary Information.”

                  B.        The obligations set forth in this Section 10 shall not be applicable to any information: i) which is
                            or becomes generally known or part of the public domain through no default hereunder on the
                            part of CONTENT PROVIDER; ii) known by CONTENT PROVIDER prior to the disclosure
                            thereof by COMPANY, as established by documentary evidence; iii) lawfully received by
                            CONTENT PROVIDER from a third party who provided such information without breach of any
                            separate confidentiality obligation owed by such third party; and/or iv) required to be disclosed in
                            the context of any administrative or judicial proceeding, but only to the extent required by such
                            action and only after giving COMPANY not less than ten (10) working days prior written notice
                            of any such required disclosure, and provided further that CONTENT PROVIDER shall use its
                            reasonable best efforts to obtain an appropriate protective order regarding the information to be
                            disclosed in any such context.

                  C.        CONTENT PROVIDER shall not during the Term and for ______ (___) years thereafter, directly
                            or indirectly, disclose any of such Proprietary Information (or any portion thereof) to any other
                            person or entity, other than to its employees, agents or consultants who participate directly in the
                            performance of CONTENT PROVIDER’S obligations under this Agreement, and CONTENT
                            PROVIDER shall not copy or use any of the Proprietary Information except for the purpose of
                            fulfilling its respective obligations hereunder. Furthermore, CONTENT PROVIDER agrees that
                            it shall not, either during or subsequent to the Term, directly or indirectly publish any of the
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                            Proprietary Information unless the prior written consent of COMPANY shall first have been
                            obtained. {Instruction: Fill in the length of time, in the space in this paragraph, that parties
                            agree upon.}

         11.      TERMINATION. COMPANY may terminate this Agreement, effective at any time, by giving
                  CONTENT PROVIDER at least _________ (____) [PROVIDE LENGTH OF TIME] days prior
                  written notice, if a) the CONTENT PROVIDER has made any misrepresentation herein or breaches any
                  of its obligations hereunder and such misrepresentation or breach (which shall be specified in such notice)
                  is not cured within fifteen (15) days of such notice or such misrepresentation or breach is material and
                  cannot be cured within fifteen (15) days of such notice or a) the Service is discontinued or a) CONTENT
                  PROVIDER shall be unable to pay its debts when due, or shall make an assignment for the benefit of any
                  of its creditors, or shall file any petition under the bankruptcy or insolvency laws of any jurisdiction.

         12.      EFFECT OF EXPIRATION OR TERMINATION.

                  A.        Upon the expiration or earlier termination of this Agreement, all rights granted to COMPANY
                            hereunder, except any rights provided under Section 12(B) and any rights surviving termination
                            pursuant to Section 13(K), shall immediately terminate and revert to CONTENT PROVIDER,
                            without any further action being required of either of the parties.

                  B.        Within sixty (60) days after the expiration or termination of this Agreement, COMPANY and any
                            Access Centers shall cease the Electronic Streaming and Use of the Programming provided by
                            CONTENT PROVIDER to the extent they are not authorized under this Agreement. Until
                            expiration of such sixty (60) day period, COMPANY and Access Centers shall have the right to
                            continue to Electronic Streaming and Use of the such Programming and the End Users shall have
                            the right to continue to Use the such Programming.

                  C.        Upon expiration or earlier termination of this Agreement, all obligations incurred by COMPANY
                            and its respective partners and their parents and subsidiaries under this Agreement, except those
                            specified in Section 13(k), shall terminate immediately without any further action by the parties.

         13.      GENERAL PROVISIONS.

                  A.        Notices. Except as specifically provided otherwise herein, all notices required to be sent to either
                            of the parties shall be in writing and shall be sent by registered or certified mail (return receipt
                            requested), courier service, telegram, or electronic facsimile, express mail or personal delivery.
                            The address for all such notices required to be sent to CONTENT PROVIDER or COMPANY,
                            respectively, shall be the mailing address stated in the preamble hereof, “Attention:
                            _____________” [PROVIDE TITLE/JOB DESCRIPTION OF PERSON AUTHORIZED
                            TO RECEIVE NOTICES] and a copy sent simultaneously to “Attention: President”, or such
                            other address as may be provided by written notice from one party to the other. Any such notice
                            shall be effective upon the date of receipt.

                  B.        Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that
                            performance of their respective obligations or attempts to cure any breach are delayed or
                            prevented by reason of any act of God, fire, natural disaster, accident, act of government, or any
                            other cause beyond the reasonable control of such party; provided, that such party gives the other
                            party written notice thereof within ten (10) working days of discovery thereof.

                  C.        Assignment. This Agreement, including both its obligations and benefits shall pass to, and be
                            binding on, the respective assignees, transferees and successors of each of the parties, provided,
                            that CONTENT PROVIDER shall give COMPANY prior notice of any assignment, transfer or
                            other encumbrance of this Agreement or any of CONTENT PROVIDER’s or obligations
                            hereunder and such assignment, transfer or encumbrance shall not be valid unless COMPANY
                            consents thereto in writing.

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                  D.        Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and interpreted in
                            accordance with the laws of the State of _______________ applicable to contracts made and to
                            be fully performed therein. In any action or proceeding arising out of, related to, or in connection
                            with this Agreement, the parties consent to be subject to the jurisdiction and venue of (a) the
                            Supreme Court (or, highest appellate state court, if called other than a state supreme court) of the
                            State of _____________ and for the County of ___________ and (b) the United States District
                            Court in the above jurisdiction. Each of the parties consents to the service of process in any
                            action commenced hereunder by certified or registered mail, return receipt requested, or by any
                            other method or service acceptable under the Civil Practice Law and Rules of the State of
                            ______________ and expressly waives the benefit of any contrary provision of foreign law. The
                            provisions of this paragraph shall survive the cancellation or termination of this Agreement.

                  E.        Limitation on Liability; Remedies. Neither party shall be liable to the other party for any
                            consequential, special, or punitive damages of any kind or nature whether such liability is
                            asserted on the basis of contract, tort (including negligence or strict liability), or otherwise, even
                            if the other party has been warned of the possibility of such loss or damages. All remedies
                            hereunder, including without limitation, the termination of this Agreement, and all other remedies
                            provided at law or in equity (and not excluded pursuant to the foregoing sentence) shall be
                            deemed cumulative and not non-exclusive.

                  F.        Waiver. No failure or delay by either party in exercising any right, power, or remedy under this
                            Agreement shall operate as a waiver of any such right, power, or remedy. No waiver of any
                            provision of this Agreement shall be effective unless in writing and signed by the party against
                            whom such waiver is sought to be enforced. Any waiver by either party of any provision of this
                            Agreement shall not be construed as a waiver of any other provision of this Agreement, nor shall
                            such waiver operate as or be construed as a waiver to such provision respecting any future event
                            or circumstance.

                  G.        Headings. The headings of the Sections of this Agreement are for convenience of reference only
                            and shall not modify, define or limit any of the terms or provisions of this Agreement.

                  H.        Modification. No modification of any provisions hereof shall be effective unless in writing and
                            signed by both of the parties to this Agreement.

                  I.        Severability. If any provision of this Agreement shall be held to be illegal, invalid or
                            unenforceable, that provision will be enforced to the maximum extent permissible so as to give
                            effect to the intent of the parties and the validity, legality and enforceability of the remaining
                            provisions shall not in any way be affected or impaired thereby. If necessary to give effect to the
                            intent of the parties, the parties will negotiate in good faith to amend this Agreement to replace
                            the unenforceable language with enforceable language which as closely as possible reflects such
                            intent.

                  J.        Entire Agreement. This Agreement sets forth the entire agreement and understanding between the
                            parties with respect to the subject matter hereof and supersedes all prior and contemporaneous
                            agreements, negotiations, and understandings between the parties, both oral and written.

                  K.        Sections Surviving Expiration or Termination. The following sections shall survive the
                            expiration or earlier termination of this Agreement for any reason: 5, 7(B), 8, 9, 10, 12, 13(D),
                            13(E), 13(F), 13(G) and 13(I).

                  L.        Construction. This Agreement has been negotiated by the parties and their respective counsel and
                            will be fairly interpreted in accordance with its terms and without any strict construction in favor
                            or against any party.



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                  M.        Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be
                            considered one and the same agreement, and shall become effective when one or more
                            counterparts shall have been signed by each party and delivered to the other party.

This Agreement is hereby agreed to and accepted as of the Agreement Date.

         [GIVE NAME OF COMPANY]

         By: ____________________________
                [NAME OF PERSON AUTHORIZED TO SIGN THIS AGREEMENT]
                [HIS OR HER JOB TITLE]
                [ADDRESS]

                  [PHONE NUMBER]

                  [E-MAIL ADDRESS]



       [GIVE NAME OF CONTENT PROVIDER]

         By:
                  [NAME]
                  [TITLE]

                  [ADDRESS]

                  [PHONE NUMBER]

                  [E-MAIL ADDRESS]




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                                                              EXHIBIT A
                                              LIST OF AVAILABLE PROGRAMMING
                                                Please fill out full title and description




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Description: This document sets up a business relationship between a company that sends entertainment and/or informational programming to end users, and a second company that provides content to the first company. This document may be used by the content provider or by the content distributor.  It contains both standard clauses as well as opportunities for customization to ensure that the understandings of the parties are properly set forth.  Use the agreement when a business or person wishes for another business or person to distribute its content.  This agreement is also useful for content distributors whose services are being requested by content providers.