Business OTT Agreement

BUSINESS OTT AGREEMENT

Parties

This Business OTT Agreement (the "Agreement") is entered into by and between Provider Name: and Client Name: .

WHEREAS

WHEREAS, Provider operates an over-the-top content distribution platform and has the technical capability to deliver, publish and monetize audiovisual content to end users; and

WHEREAS, Client owns or controls certain audiovisual content and desires to have such content delivered, hosted, marketed and monetized on Provider's platform in accordance with the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

Definitions

"Content" means any audiovisual works, metadata, artwork, trailers and ancillary materials delivered by Client to Provider for distribution under this Agreement. "Territory" means the geographic territories specified in the Distribution Rights section below. "Net Revenue" means gross revenue actually received by Provider from the distribution of the Content, less taxes, refunds, chargebacks and third-party platform transaction fees.

Scope of Work

Provider will ingest, encode, host and deliver the Content; maintain operational availability consistent with industry standards; provide access to reporting; and implement monetization mechanisms as agreed. Client will deliver Content that complies with Provider's technical and legal requirements, including closed captions, artwork and required metadata.

Distribution Rights

Client grants Provider a non-exclusive license to distribute the Content in the following Territory: , subject to the restrictions set forth in this Agreement. The license includes the right to sublicense to platform partners for the purpose of distribution and monetization.

Payment Terms

Compensation: Client shall pay Provider fees and revenue shares as follows. Payment Amount (if flat fee): . Revenue share to Client (if applicable): .

Payment Schedule: Payments are due to Provider as follows: . Provider will invoice Client in accordance with this schedule and provide reasonable supporting statements of Net Revenue.

Late Fee: Any undisputed amount not paid when due shall bear interest at the rate of per month, or the maximum rate permitted by law, whichever is lower.

Term and Termination

Term: The term of this Agreement shall commence on the Effective Date of this Agreement: Day Month Year (the "Effective Date") and shall continue until termination as set forth below.

End Date (if fixed term): Day Month Year .

Termination for Cause: Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches any material obligation hereunder and fails to cure such breach within the notice period. Termination for Insolvency: Either party may terminate immediately upon written notice if the other party becomes insolvent or is subject to bankruptcy proceedings.

Confidentiality

Each party (the "Receiving Party") shall hold confidential and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"). Confidential Information includes business plans, pricing, customer lists, technical data, and non-public contractual terms. The Receiving Party shall use Confidential Information solely for performance under this Agreement and shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential materials, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that is or becomes publicly available other than through breach of this Agreement, was rightfully known to the Receiving Party prior to disclosure, or is rightfully received from a third party without restriction.

Representations, Warranties and Indemnities

Client represents and warrants that it has all necessary rights and clearances to grant the licenses herein, that the Content does not infringe third-party rights, and that it complies with applicable laws. Provider represents and warrants that it will provide distribution services in a professional manner consistent with industry standards.

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, losses or expenses (including reasonable attorneys' fees) arising from a breach of the indemnifying party's representations, warranties or obligations under this Agreement.

Limitation of Liability

Except for liability arising from a party's willful misconduct, fraud, gross negligence, or obligations of indemnity, in no event shall either party be liable to the other for incidental, consequential, punitive or special damages, and each party's aggregate liability shall be limited to the fees paid or payable under this Agreement in the twelve (12) months preceding the claim.

Compliance and Content Standards

Client shall ensure that Content complies with all applicable laws, regulations and platform content policies. Provider reserves the right to remove or restrict access to Content that violates applicable laws or that Provider reasonably believes exposes it to liability.

Notices

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. All disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in a mutually agreed location unless the parties agree otherwise in writing.

Entire Agreement and Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Relationship of the Parties: The parties are independent contractors and nothing contained herein shall be construed to create a partnership, joint venture or agency relationship. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

Acknowledgment

The persons signing below represent and warrant that they are duly authorized to enter into this Agreement on behalf of the party for which they sign.

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