TV and Internet Broadcast License Agreement by Megadox

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									                          BROADCAST LICENSE AGREEMENT


THIS AGREEMENT made effective as of the _____ day of ______________, _______.

BETWEEN:

                                 [NAME OF LICENSEE] (the “Licensee”)
                                             [address]

                                                 - and -

                                [NAME OF LICENSOR] (the “Licensor”)
                                           [address]


WHEREAS, Licensee owns and operates networks for exhibition of audio-visual material over all forms
of cable or satellite television, including basic cable television, pay and subscription television, pay-per-
view and satellite transmission, as well as internet transmission;

WHEREAS, Licensor is, and has been, in the business of producing and distributing motion pictures.
Licensor currently owns the rights granted hereunder with respect to Licensor’s inventory of motion
pictures which have been acquired and/or produced by Licensor, or its affiliate companies; and

WHEREAS, it is the intention of the parties to enter into this Agreement relating to all motion pictures
(the “Pictures”).

THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements
contained herein, the parties hereby agree as follows:


1.      Grant of Rights

To the extent that any grant by Licensor to Licensee does not conflict with or infringe upon the rights
previously granted or reserved to a third party, and subject to the terms and conditions hereof, as to each
and every Picture, Licensor hereby grants to Licensee the right and license under copyright to broadcast,
exhibit, and/or display any and all versions (including as set forth in Section 1.4) of the Pictures over any
form of cable or satellite television, and/or by internet transmission, whether known or hereafter
discovered.

Licensee is hereby granted the following rights, the exclusivity or non-exclusivity thereof to be
determined as set forth below:

1.1     The right to distribute and publish the Pictures using all forms of satellite, cable, or other
        transmission to television sets, computer monitors, or other devices intended to receive audio-
        visual images, whether now known or hereafter discovered, including any and all forms of pay-
        per-view television, including CATV or cable television, any form of pay-over-the-air television
        system, closed circuit video system, video-on-demand system, satellite master antenna television
        system, DBS system (including but not limited to KU-Band), hotel/motel system, and any and all
        other pay television systems which exhibit motion pictures as part of a pay-per-view service.
        Such systems include, but are not limited to, hotels, motels, inns, lodges, hospitals, nursing
                                                  -2-


      homes, convalescent homes, offices, military bases, prisons, ships, oil rigs, dormitories, and the
      like carrying a pay or pay-per-view service via satellite, cable, or internet transmission.

      Notwithstanding the foregoing, it is acknowledged and agreed that neither Licensee, nor any
      affiliate of Licensee, may sell or distribute copies of the Pictures as stand-alone products to a pay-
      per-view type service.

1.2   The rights to distribute and publish the Pictures via internet transmission, including, but not
      limited to, “narrow band” internet service (i.e. below 56k dial-up modem connections), “broad
      band” internet service (i.e. 56k or above dial-up modem connections), and all other forms of
      internet transmission, whether now known or hereafter discovered (the “Internet Rights”).

1.3   The television, pay-per-view, and Internet Rights granted hereunder include the rights to exhibit,
      broadcast, display and radio simulcast all or any portion of the Pictures, including excerpts
      therefrom, and to subdistribute such rights, in all versions, in and throughout the Territory;
      provided that Licensee may not, under any circumstances, re-license individual Pictures to third
      parties.

1.4   The right to make such edits, changes, and alterations to the Pictures, including changing the title
      of any Picture, as Licensee, at its sole discretion, deems appropriate or necessary for time
      restrictions, to comply with any applicable censorship requirements, or to create new versions to
      accommodate Licensee’s marketing plans; provided that Licensee will not create any
      compilations of the Pictures for separate exhibition, other than for promotional purposes, or in
      connection with a multi-channel internet feed.

      Licensor shall deliver to Licensee, the masters of all existing versions of the Pictures, plus any and
      all outtakes or cover shots, wrap-arounds, director’s cuts, interviews, production stills, artwork,
      etc. as may be available, in accordance with Licensee’s delivery requirements (attached hereto as
      “Schedule A”). Licensor shall also provide Licensee with any “behind the scenes” videos from
      the sets of the Pictures during their production, in accordance with Licensee’s reasonable
      requests.

      In the event new versions of the Pictures are created by Licensor after delivery to Licensee,
      including any versions dubbed into any foreign language, Licensor shall immediately furnish
      Licensee with masters of such new or dubbed versions, in accordance with the delivery
      specifications (attached hereto as “Schedule A”).

1.5   The right to create, at Licensee’s sole cost and expense, new and different versions of the Pictures
      for exhibition via satellite, cable, or the internet, as contemplated above. Such derivative versions
      may constitute separately copyrightable derivative works of Licensor. Such new versions shall be
      delivered to Licensor only upon the termination of Licensee’s right to such Pictures under this
      Agreement, and in such format as conforms to Licensor’s technical specifications. Licensor shall
      pay Licensee _______________ dollars ($__________) for each such Picture. Other than the license
      rights set forth herein, Licensee shall have no rights to any derivative works so produced.

1.6   The right to translate and dub the title and soundtrack of any and all versions of the Pictures in
      any language, and to distribute such dubbed versions throughout Licensee’s Territory.

1.7   The right to copy, in any form or medium deemed appropriate by Licensee, the Pictures and to
      distribute such copies in the normal course of Licensee’s satellite, cable, or internet business. For
      example, such copies may be used as screening cassettes, duplicate masters furnished to one or
                                                      -3-


        more television, pay-per-view or internet systems, or copies to be used as promotional or
        marketing materials in connection with Licensee’s business activities.

        Such copies may not be sold or distributed by Licensee, or any of Licensee’s affiliates, to the
        public as a separate product, such as a VHS cassette, CD-ROM, or DVD disc.

1.8     The right to advertise and publicize the Pictures, their exhibition, and/or any exploitation of the
        Pictures contemplated herein. This right shall include the right to use all or any portion of the
        Pictures, in any medium or by any means, to advertise or publicize any of Licensee’s business
        activities.

1.9     Additionally, whether or not any new video or film produced by Licensor is licensed hereunder
        by Licensee for satellite, cable, or internet broadcast, Licensee shall have the exclusive Internet
        Rights for all new videos and films produced by Licensor during the next ____________________
        (___________) [insert the number of years in both words and numerals] years, which rights shall
        commence upon the release of the respective video or film and continue for
        _________________________ (______________) [insert the number of years in both words and
        numerals] years thereafter, subject only to Licensor’s right to use the Pictures on its own websites.

Hereinafter, all of the rights granted under this Section 1 shall be referred to collectively as the “Rights”.

2.      Term of the Agreement

The term of this Agreement shall be for ______________________ (__________) [insert the number of years in
both words and numerals] years, commencing on the __________ day of _______________________,
____________ and terminating on the __________ day of _______________________, ___________.
Thereafter, if mutually agreed in writing, Licensee’s rights may be renewed on a non-exclusive basis for a
term of ____________________ (____________) [insert the number of years in both words and numerals]
additional years.

3.      Territory

The territory in which Licensee may exercise the Rights granted herein shall be the territory of
____________________________________ [insert the area where Licensee may exercise their rights] (the
“Territory”). Due to the nature of the internet, however, the Internet Rights granted herein shall be
worldwide in scope. Licensee’s rights may be exercised in any country in and throughout the Territory,
including their respective territories and possessions.

4.      Payment

In full consideration of all the Rights granted herein, and each of the terms and conditions of this
Agreement, and conditioned upon Licensor’s full and faithful performance of all obligations to be
performed herein, Licensee agrees to pay to Licensor as follows:

4.1     Licensee shall pay Licensor ___________________ dollars ($_______________________) and/or
        deliver to Licensor __________________________________ (____________________) [insert the
        number of shares in both words and numerals] shares of restricted common stock in Licensee’s
        company or Licensee’s parent company.

4.2     With respect to each Picture delivered to Licensee hereunder and accepted by Licensee, Licensee
        shall pay Licensor twenty-five percent (25%) of the license fee then due upon the acceptance of
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        the master for each such Picture, with the balance being paid within ______________________
        (__________) [insert the number of days in both words and numerals] days thereafter.

5.      Costs and Expenses

5.1     Licensor shall be responsible for paying any and all production costs related to the production of
        the Pictures.

5.2     Licensee shall be responsible for any and all scanning, editing, and duplication costs, as well as
        making all payments which may be required on account of Licensee’s exercise of its rights
        hereunder, except to the extent that such payments are the responsibility of Licensor, as set forth
        in Section 5.1. Licensor shall lend Licensee edit copies of the Pictures, which edit copies shall be
        returned to Licensor after duplication.

6.      Financial Disclosure

Neither Licensor nor Licensee shall disclose to any third party (other than their respective employees,
agents or representatives in their capacity as such) any information with respect to the financial terms
and provisions of this Agreement, except: (i) to the extent necessary to comply with applicable law or the
valid order of a court of competent jurisdiction, in which event, the party making such disclosure shall so
notify the other, in writing, within five (5) business days and shall seek confidential treatment of such
information; (ii) as part of normal reporting or review procedure to its parent company, auditors, and/or
attorneys, provided, however, that such parent company, auditors, and attorneys agree to be bound by
the provisions of this Section 6; (iii) in order to enforce its rights pursuant to this Agreement; and (iv) to
any bona fide prospective purchaser of the stock or assets of such party.

7.      Exclusivity

[delete this first paragraph if the rights granted to Licensee are not exclusive] Except with respect to any pre-
existing rights of third parties, any and all of the Rights granted to Licensee herein shall be exclusive to
Licensee during the term of this Agreement (as set forth in Section 2), and Licensor agrees to take all
action necessary to ensure that Licensee is accorded the right to exploit such Rights without interference
from any third party.

Licensor will retain exclusive Internet Rights over the Pictures during the first ____________________
(______________) [insert the number of days in both words and numerals] days following the release date of all
Pictures, except that Licensee may use the Pictures on the internet for promotional purposes only, and not
for commercial use or in connection with a multiple channel feed. Thereafter, Licensee shall have
exclusive Internet Rights to the Pictures for ____________________ (____________) [insert the number of
years in both words and numerals] years, subject only to Licensor’s right to continue to use the Pictures on
its own website(s).

8.      Delivery of Pictures to Licensee

8.1     A complete list of all motion pictures released by Licensor shall be provided to Licensee (attached
        hereto as “Schedule B”). Licensor shall provide Licensee with periodic updates to the list as more
        Pictures become available. Licensor will deliver such screening cassettes, e
								
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