; Memorandum of Understanding for Joint Ventures and Content Licensing
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Memorandum of Understanding for Joint Ventures and Content Licensing

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This Memorandum of Understanding template provides all the key terms and helps guide you to complete the typical key factors agreed to in an MOU by the undersigned parties. All is subject to due diligence and other conditions set out in the template and which you can tweak and adjust. This MOU will form the basis of finalized negotiated definitive agreements.

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									                                      MEMORANDUM OF UNDERSTANDING


                                               [ENTER PARTY A]
                                        (“Abbreviated Name if Applicable”)


                                                [ENTER PARTY B]
                                        (“Abbreviated Name if Applicable”)

                                                  Month XX, 20XX

        This Memorandum of Understanding (the “Memorandum of Understanding”) describes the key terms
which we (the undersigned) have agreed, subject to due diligence and other conditions set out below, should form
the basis of negotiated definitive agreements. Except as explicitly described below, and which provisions are
binding and for which each party acknowledges the receipt and sufficiency of good and valuable consideration,
neither party intends that this Memorandum of Understanding represents the final agreement as to the transactions
described herein. The understandings expressed in this Memorandum of Understanding are subject to, and
conditional upon, the negotiation and execution of the definitive and final transaction documents (the “Transaction
Documents”). Either party is free to withdraw from the negotiation of the transaction described herein for any
reason prior to the execution of such definitive and final Transaction Documents without liability or obligation to the
other party. Each party will be responsible for its own expenses in the negotiation of the definitive and final
Transaction Documents, and any actions taken by other parties in reliance on the preliminary agreements
expressed herein will be at the party's own risk.

Subject to the above, the undersigned agree:


1.1     [Company A] and [Company B] will form a new entity (“New Venture Name”) in a jurisdiction acceptable to
        both parties. [New Venture Name] shall be named at the discretion of [Company B]. [Company B] will be
        issued treasury shares such that it holds 80% of the share capital of the new entity, in consideration for
        USD $XX million cash . The balance of 20% of the capital of the new entity will be owned by [Company A].

1.2     The objective of [New Venture Name] is to create and build the leading video-centric portal for residents of
        the South Asian region, through the initial step of the exploitation of the content provided to it by [Company
        A], and then to expand the business including through the acquisition of further content from the South
        Asian region and worldwide.

1.3     [Company A] will cause [New Venture Name], to hold, by way of assignment or license on an exclusive
        basis, or otherwise, the benefit of all of its South Asian channel and content license and distribution
        agreements, as further described in Appendix A and Appendix B hereto as of the closing date, as well as
        all of its subscribers to such channels in exchange for the obligation by [New Venture Name] to perform the
        obligations under those license and distribution agreements.

1.4     Immediately following the signing of the Transaction Documents for the establishment of [New Venture
        Name], planned on or before MONTH XX, 20XX, [New Venture Name] will complete a business plan,
        including commercial and distribution plans and organizational structure, to be approved by representatives
        of both [Company A] and [Company B]. This plan is to include details of transfer pricing of [Company A]
        services, technical transition plan and timeline, licensing agreement for additional [Company A] content,
        [Company B]’s detailed commercial obligations, etc.

1.5     [Company A] and [Company B] will enter into a Shareholders Agreement acceptable to both parties by no
        later than MONTH XX, 20XX (the “Closing Date”). The Shareholders Agreement will include rights and
        obligations customary to agreements of this type. In addition, the Shareholders Agreement will provide
      (a)     The Board of Directors of [New Venture Name] will consist of five (5) members, consisting of three
              (3) nominees of [Company B], and two (2) nominees of [Company A]. One of the nominees of
              [Company A] shall be [ENTER NAME]; and [ENTER NAME]

      (b)     [Company A] will not oppose an application to list the shares of [New Venture Name] on the
              [ENTER NAME] Stock Exchange or an alternative stock exchange in India , provided that such
              actions are consistent with decisions of the Board of Directors and any other requirements of
              applicable law.

1.6   [ENTER NAME] shall be retained by [New Venture Name] in consulting capacity on a transitional basis,
      and shall, immediately upon closing, assist the [New Venture Name] board of directors in soliciting an
      appropriate Chief Executive Officer for [New Venture Name], who is expected to be based in [ENTER


2.1   [Company B] will, for a period of at least three (3) years, provide the following services to [New Venture
      Name], as agreed between the parties:

.     (a)     license [Company B]’ library to [New Venture Name] and any and all future additions thereto, and
              any and all content acquired or produced by [Company B], according to the same or similar terms
              and conditions of the License Agreement attached as Appendix C hereto;

      (b)     to support [New Venture Name] through [Company B]’s marketing and advertising activities in
              respect of [Company B]’s products, based upon a joint marketing plan as agreed between
              [Company B] and [New Venture Name], including the following, at no cost to [New Venture Name]:

              (i)      International Marketing. Advertise [New Venture Name] on DVDs and videotapes sold
                       and rented in North America and Western Europe and other key immigrant destinations, as

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