Content Exclusion Agreement

CONTENT EXCLUSION AGREEMENT

This Content Exclusion Agreement (the Agreement) is made as of by and between:

Recitals

WHEREAS, Party A is the owner or licensee of certain creative works, data, materials and other content, including but not limited to text, images, audio, video, metadata and source files (collectively, Content); and

WHEREAS, Party B seeks limited rights to use, distribute, or modify certain Content subject to express exclusions set forth in this Agreement; and

WHEREAS, the parties desire to identify and record specific Content to be excluded from any grant of rights, license, or deliverable obligations, and to set forth compensatory and confidentiality obligations relating to such exclusions.

Scope of Exclusion

The parties agree that the following content is expressly excluded from any license, transfer, assignment, deliverable, or permitted use provided under any agreement between the parties, now or in the future, unless otherwise agreed in a signed writing:

The exclusions set forth above shall survive any contemporaneous or subsequent deliverable and shall be binding on successors and permitted assigns. If any ambiguity exists concerning identification of excluded Content, Party A's internal identifiers and logs shall control unless manifestly incorrect.

Payment Terms

In consideration for the exclusion of the Content described above, Party B shall pay Party A the exclusion fee set forth below and shall comply with the payment schedule and late payment provisions.

Payment is due within days of invoicing. Late payments shall accrue interest at on the outstanding principal balance, compounded monthly, in addition to any collection costs and attorneys' fees reasonably incurred by the unpaid party.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve the parties of obligations accrued prior to termination, including payment obligations and confidentiality duties.

Confidentiality

Each party acknowledges that in the course of performance it may receive confidential or proprietary information of the other party. Except as permitted below, each recipient shall: (a) hold such Confidential Information in confidence with at least the same degree of care as it accords to its own similar confidential information but no less than reasonable care; (b) use Confidential Information only for the purposes permitted by this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission of the recipient; (ii) was in the recipient's lawful possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the recipient without use of the other party's Confidential Information. A recipient may disclose Confidential Information to the extent compelled by law, provided that, to the extent legally permissible, it gives prompt written notice to the discloser and cooperates with reasonable measures to limit disclosure.

Representations, Warranties and Indemnification

Each party represents and warrants that it has full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Party A represents that, to its knowledge, excluding the Content as described will not infringe the intellectual property rights of a third party. Each party shall indemnify and hold harmless the other party from and against any losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement or its representations and warranties.

Governing Law and Venue

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

Entire Agreement

This Agreement, together with any written exhibits or attachments signed 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, negotiations and communications, whether written or oral. No amendment to this Agreement shall be binding unless executed in writing by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed overnight courier, or sent by certified mail (return receipt requested) to the addresses set forth below or to such other address as either party may designate by notice to the other.

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