Business Headend Document

BUSINESS HEADEND DOCUMENT

This Business Headend Document (the "Agreement") is made as of Effective Date:

RECITALS

WHEREAS, Client operates or controls certain headend facilities and associated systems for distribution of content and ancillary services at location: ;

WHEREAS, Service Provider has expertise, personnel, equipment and technical capability to perform headend services, including equipment provisioning, monitoring, maintenance and signal aggregation;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the tasks described above in a professional and workmanlike manner consistent with prevailing industry standards for headend operations. Deliverables include but are not limited to provisioning of equipment, configuration, monitoring, incident response and routine maintenance as further specified in the Detailed Scope.

PAYMENT TERMS

Compensation: Client shall pay Service Provider the total amount of USD for the services set forth in the Scope of Work, subject to the payment schedule below.

Invoices shall be submitted to Client at the Client Address for Notices. Payment is due within days of invoice receipt. Late payments shall accrue interest at % per month (or the maximum lawful rate, if less), calculated daily from the due date until paid in full.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice describing the breach with reasonable particularity. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that a reasonable person would consider confidential. The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to any third party except to those employees, agents or subcontractors who need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) use Confidential Information only to perform obligations under this Agreement. Confidentiality obligations shall survive termination of this Agreement for years, except that trade secrets shall remain protected for as long as they qualify as trade secret under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any written attachments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and shall be solely responsible for all employment taxes and other withholdings for its personnel. Neither party shall be deemed an agent, partner, or joint venturer of the other.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against all third-party claims arising from the indemnifying party's negligence, willful misconduct, or breach of this Agreement, subject to any limitations of liability set forth by the parties in separate written agreement.

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