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Form Content & Distribution License Agreement

Written by: David M. Adler

Article Overview: This is a free content and distribution license agreement that addresses issues of intellectual property development and transfer you can use for your business.

Form Content & Distribution License Agreement

CONTENT LICENSE & DISTRIBUTION AGREEMENT

THIS LICENSE & DISTRIBUTION AGREEMENT (“Agreement”) is made and entered into this ______ day of __________, 200__, (“Effective Date”) by and between, ___________________ a _________ [LLC / corporation] (“Producer”), having its principal place of business at _______________________________ and __________________________ having its principal place of business at __________________________________________________(“Distributor”).

WHEREAS, Producer has produced and is the exclusive owner of certain entertainment content desires to license such content to Distributor; and

WHEREAS, Distributor desires to license and distribute such content on the terms and condition set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Producer and Distributor covenant and agree as follows:

1. License.

1.1 Grant of Rights. Producer grants to Distributor and Distributor accepts a license, subject to the license terms set forth in this section, to exhibit and distribute certain content and related materials delivered by Producer to Distributor as more specifically set forth on the attached Exhibit A, and made a part hereof by this reference (“Content”) for distribution during the Term (defined below) and in accordance with this Agreement. Except as provided and permitted in this Agreement, Distributor shall not alter any Content supplied by Producer provided, however, that Producer acknowledges that Navigational Content (defined herein) may appear on the screen over the Content during the selection, ordering and playback process. Distributor shall have the right to digitize and/or compress and Content and transmit such compressed/digitized Content during the Term as it deems appropriate to maximize the performance of the systems delivering Content. For purposes of this Agreement, “Navigational Content” shall mean the tools, menus, playback functions, commands and other content (which may include commercial advertising) displayed with Distributor’s interactive program guide and Interfaces.

1.2 License Terms. Circle each term that applies.

1.2.1 License Period, commencing on the Effective Date: (a) ______ months, (b) annual, or (c) in perpetuity.

1.2.2 Exclusivity Period: (a) None, (b) _____ [Hours / Days / Months], or (c) perpetual.

1.2.3 Branding: (a) un-branded, (b) Client-branded under the name_______________, or (c) Producer-branded using the name:________________.

1.2.4 Format: (a) Low Resolution digital file for web streaming, (b) Standard definition NTSC (digital or analog deliverable) for web streaming/DVD/broadcast, or (c) High Definition (digital or analog deliverable) for web streaming/DVD/broadcast.

1.3 Credit and Attribution. Distributer shall not alter or remove any of Producer’s credits contained in the Content. Distributer shall not alter or remove any of Producer’s Internet URLs. In no event shall Distributor alter, repurpose or create any derivative work form the Content without Producer’s prior written consent

2. Term. This Agreement shall commence on the Effective Date and continue in effect the period set forth in Section 1.2.2, unless earlier terminated in accordance with its terms (“Term”), provided, however, that certain provisions set forth in Section 14 shall survive expiration or termination of this Agreement.

3. Fees & Payment.

3.1 License Fee. As compensation for the License, Distributor shall pay to Producer a fee in the amount of $______________________, for each License Period set forth above, due upon execution of this Agreement (“Fee”). Distributor shall collect all revenue generated from Distributor’s sale or distribution of Content. Distributor shall pay to Producer a sales commission (“Commission”) based on revenue generated from the sale of advertising in connection with the Content in the following amounts: (a) an amount equal to ______ percent (_____%) of gross advertising revenue for advertising sales originated by Producer, and (b) an amount equal to _______ percent (____%) of gross advertising revenue for advertising sales originated by Distributor.

4. Transmission & Distribution. Distributor shall, at its own cost and expense, obtain and install equipment necessary to distribute the Content.

5. Intellectual Property. With respect to any third-party rights existing in Content, Producer shall ensure that Distributor has the necessary rights to market, distribute and sell the Content in accordance with the terms and conditions of this Agreement. Upon termination or expiration of this Agreement, Distributor shall immediately cease using Content. Producer shall be and at all times remain the exclusive owner of all Content and nothing in this Agreement shall be a transfer by Producer of its title to its VOD Content.

6. Advertising. Either party shall have the right to sell advertising, promotions or sponsorships for use in connection with the Content subject to the restrictions on altering or repurposing content and the requirements to maintain proper attribution set froth in Section and provisions regarding division of revenue amongst the parties set forth above.

7. Security. Distributor shall use commercially reasonable efforts to maintain the security and integrity of its networks and systems used to store and distribute Content. Upon notice by Producer that Producer no longer has any rights associated with specific Content, Distributor shall immediately remove and permanently delete any copies of any such Content.

8. Representations and Warranties. Each party hereby represents and warrants to the other that: (i) it has the full right to allow it to provide the licenses, assignments and rights provided for herein; (ii) no part of this Agreement is inconsistent with any obligation a party may have to others; and (iii) neither party shall infringe on any copyright, trademark, service mark, trade name, patent, trade secret or other intellectual property or proprietary right or right of publicity or privacy of, or libel, slander, defame or disparage, any third party.

9. Indemnification. Each Party shall indemnify, defend and hold the other harmless from and against any and all liabilities, claims, costs, assessments, fees or expenses of any kind, including without limitation defense costs and reasonable attorneys’ fees arising from or related in any way to: (i) Content provided by a party under this Agreement that infringes on any copyright, trademark, service mark, trade name, patent, trade secret or other intellectual property or proprietary right or right of publicity or privacy of, or libel, slander, defame or disparage, any third party, and (ii) any claim which, if proved, would breach any warranty or representation of a party.

10. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PRODUCER HAVE ANY LIABILITY TO DISTRIBUTOR FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT FOR A CLAIM OF INDEMNITY BY EITHER PARTY, IN NO EVENT SHALL THE TOTAL LIABILITY OF PRODUCER ARISING OUT OF THIS AGREEMENT WITH RESPECT TO THE CONTENT EXCEED THE TOTAL FEES PAID BY DISTRIBUTOR TO PRODUCER DURING THE TWELVE (12) MONTHS PRECEEDING THE EVENT GIVING RISE TO LIABILITY. THIS SECTION STATES THE ENTIRE LIABILTIY OF THE PARTIES WITH RESPECT TO THE OBLIGATIONS CONTAINED IN THIS AGREEMENT.

11. Ownership of Trademarks. The branding and presentation of Content in Distributor’s channels, interfaces and menus shall be in accordance with Section 1.2.3 of this Agreement. Neither party shall have the right to use the other party’s names, trademarks or logos (collectively “Trademarks”) except as the parties shall mutually agree from time-to-time in writing provided, however, that Distributor may include Producer’s Trademarks in interactive program guide menus so long as Distributor uses Trademarks supplied by Producer and such Trademarks remain unaltered. No party shall acquire any proprietary rights in the other party’s Trademarks.

12. Termination. A party may terminate this Agreement upon thirty (30) days advance written notice to the other party setting forth the details of such party’s material breach of this Agreement provided, however, that the allegedly breaching party shall have the opportunity to cure or commence curing such breach during such thirty (30) day period.


13. Relationship of the Parties. For all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, or agent of the other and shall not bind nor attempt to bind the other to any contract. Distributor is an independent contractor and is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort.

14. Survival. The parties’ rights and obligations set forth in Sections 1, 3, 5, 8, 9, 10, 11 and 14 shall survive expiration or termination of this Agreement for any reason.

15. Miscellaneous. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, or three (3) days after being sent by prepaid certified or registered U.S. Mail or one (1) day after being placed with a private overnight courier service to the address set forth herein. In any action or proceeding to enforce rights under this Agreement in equity or at law, the prevailing party will be entitled to recover costs and attorneys fees. No additions, changes, modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by the laws of the State of Illinois (regardless of its conflicts of law principles) and a Court located in Cook County, Illinois, shall be the exclusive venue for any action brought by any party to enforce the terms of this Agreement. Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.

16. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, both parties have caused this Agreement to be affirmed and executed by its duly authorized representative to be effective as of the Effective Date.

For: Producer

By: _______________________________
[Signature]

Its:

And

For: DISTRIBUTOR

By:
________________________________
Signature of Officer

________________________________
Name

Its: ________________________________

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Article Tags: accordance with this agreement, content license, covenant, digitized content, distribution agreement, effective date, grants, license distribution, place of business, playback, premises, principal place, receipt, related materials, sufficiency, valuable consideration



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