Audio Streaming Agreement

AUDIO STREAMING AGREEMENT

Parties

This Audio Streaming Agreement ("Agreement") is entered into as of between Licensor Name: , with principal address:

and Licensee Name: , with principal address:

WHEREAS

WHEREAS, Licensor owns or controls certain audio recordings, performances, and related rights identified and described in Schedule A attached hereto and desires to grant Licensee the right to stream such audio over digital streaming services; and

WHEREAS, Licensee operates audio streaming and distribution services and desires to obtain a license to stream, reproduce in buffer/cache, and deliver the audio content subject to the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the parties agree as follows.

Grant of Rights

Licensor hereby grants to Licensee a non-exclusive / exclusive (check as applicable) license to stream the audio recordings identified in Schedule A to end users by means of Licensee's digital streaming platforms, including interactive and non-interactive streaming, subject to the scope, territory, and term set forth in this Agreement. This license includes the right to reproduce temporary copies in electronic memory strictly for the purpose of enabling playback, buffering and caching necessary for normal streaming operations.

Scope of Work

Platforms to be used:

Territory for authorized streaming:

Delivery and Technical Standards

Licensor shall deliver audio files and associated metadata in the formats and with the technical specifications reasonably required by Licensee. Delivery deadlines and accepted file formats are detailed in Schedule B. Licensee shall have the right to reject material that does not conform to agreed specifications; Licensor must cure defects within ten (10) business days of notice.

Payment Terms

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Either party may terminate for convenience upon days' prior written notice.

Confidentiality

Each party agrees to maintain in confidence all non-public business, technical and financial information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, is already in the receiving party's possession prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information. Confidential Information shall be used solely for performance under this Agreement.

Representations, Warranties and Indemnification

Licensor represents and warrants that it has the full right, title and authority to grant the rights granted herein, that the audio recordings do not infringe any third-party rights, and that no licenses or clearances are required other than those provided. Licensee represents and warrants that it will comply with all applicable law and industry practice in streaming and reporting. Each party shall indemnify, defend and hold harmless the other party from any losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of a breach of the foregoing representations and warranties or a third-party claim arising from the indemnifying party's actions under this Agreement.

Audit Rights and Reporting

Licensee shall provide quarterly royalty and usage reports to Licensor. Licensor may, at its expense, audit Licensee's relevant records once per contract year upon at least thirty (30) days' prior written notice; any underpayment revealed by such audit shall be paid within thirty (30) days, and if underpayment exceeds two percent (2%) of reported amounts, Licensee shall reimburse reasonable audit costs.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree to submit any dispute arising under this Agreement to binding arbitration in the county of the governing law state unless otherwise mutually agreed in writing.

Entire Agreement

This Agreement, including all schedules and exhibits hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written, relating to the subject matter hereof. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices under this Agreement shall be sent to the addresses set forth above. Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that Licensee may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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