Legal Monetization Agreement

LEGAL MONETIZATION AGREEMENT

This Legal Monetization Agreement ("Agreement") is entered into as of Effective Date: by and between Content Owner Name: with principal place of business at ("Content Owner"), and Monetization Provider Name: with principal place of business at ("Provider"). Each of Content Owner and Provider is hereinafter referred to individually as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, Content Owner owns, controls or has rights to distribute certain content, intellectual property, user data and/or platform access described as Monetizable Assets: ; and

WHEREAS, Provider has expertise, technology and commercial channels to implement advertising, subscription, licensing, payment processing and other monetization methods for the Monetizable Assets; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will monetize the Monetizable Assets and share revenue with Content Owner.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. Definitions

1.1 "Net Revenues" means gross consideration actually received by Provider from monetization of the Monetizable Assets, less only (a) third-party transaction fees, (b) direct marketing costs pre-approved in writing by Content Owner, and (c) taxes collected on behalf of taxing authorities. Net Revenues shall not include allocations for overhead, general administrative costs, or internal transfer pricing.

1.2 "Monetization Services" means the services performed by Provider under this Agreement to generate revenue from the Monetizable Assets, including but not limited to advertising placement, subscription management, licensing, affiliate programs, and payment processing.

2. Appointment and Scope

2.1 Content Owner hereby appoints Provider, and Provider hereby accepts such appointment, to provide the Monetization Services subject to the terms and limitations of this Agreement. Provider shall perform the services in a commercially reasonable manner consistent with industry standards.

2.2 Provider will implement monetization on the Platforms and Channels identified here: . Provider shall not materially alter the content or branding of the Monetizable Assets without prior written consent from Content Owner, except to the extent necessary for Monetization Services.

3. Revenue Share and Payments

3.1 Revenue Split. Provider shall pay Content Owner a share of Net Revenues equal to (the "Revenue Share").

3.2 Payment Timing. Payments of Revenue Share shall be remitted on a basis and shall be due within days after the end of the applicable period.

4. Reporting and Audit

4.1 Provider shall deliver to Content Owner a written report for each payment period that itemizes gross revenues, permitted deductions, Net Revenues and the calculation of the Revenue Share. Reports shall be provided no less frequently than the payment frequency set forth in Section 3.2.

4.2 Audit Rights. Content Owner shall have the right, upon prior written notice of days and during normal business hours, to engage an independent auditor to inspect Provider's records relating to Net Revenues for the prior months. Any such audit shall be at Content Owner's expense unless the audit reveals an underpayment in excess of of amounts due, in which case Provider shall reimburse Content Owner for reasonable audit costs and promptly pay the shortfall plus interest at the rate set forth in this Agreement.

5. Intellectual Property

5.1 Ownership. Content Owner retains all right, title and interest in and to the Monetizable Assets and all associated intellectual property rights, subject only to the license expressly granted to Provider herein.

5.2 License to Provider. Content Owner grants Provider a non-exclusive, revocable, limited license to use, reproduce, display and distribute the Monetizable Assets solely for the purpose of performing the Monetization Services during the Term.

6. Confidentiality

Each Party shall keep confidential and shall not disclose to any third party any proprietary, non-public information received from the other Party in connection with this Agreement ("Confidential Information"), except as required by law or as reasonably necessary to perform obligations under this Agreement. Confidential Information excludes information that is or becomes publicly known other than through a breach of this Agreement.

7. Representations and Warranties

7.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that its performance will not violate any material agreement or legal obligation.

7.2 Content Owner represents that it owns or has the right to license the Monetizable Assets and that use of the Monetizable Assets as contemplated by this Agreement will not infringe or misappropriate any third-party rights.

8. Indemnification; Limitation of Liability

8.1 Indemnification. Each Party (an "Indemnitor") shall indemnify, defend and hold harmless the other Party (an "Indemnitee") from and against all third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's breach of any representation, warranty or obligation under this Agreement or the Indemnitor's gross negligence or willful misconduct.

8.2 Limitation of Liability. EXCEPT FOR A PARTY'S LIABILITY FOR (A) INDEMNIFICATION OBLIGATIONS, (B) BREACH OF CONFIDENTIALITY, OR (C) WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PROVIDER TO CONTENT OWNER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Term and Termination

9.1 Term. The initial term of this Agreement shall be commencing on the Effective Date, and shall automatically renew for successive terms of unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

9.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within days after written notice specifying the breach.

10. Taxes

Each Party shall be responsible for its own taxes arising from the transactions contemplated by this Agreement. Provider may withhold amounts from payments to Content Owner as required by applicable law; Provider shall provide documentation of any such withholding to Content Owner.

11. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below (or to such other address as a Party may designate in writing). Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in certified mail, return receipt requested.

12. Amendments; Waiver; Counterparts

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any breach shall constitute a waiver of any other or subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. Governing Law; Entire Agreement; Severability

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws rules.

13.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

13.3 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a substitute provision to effect the original intent.

14. Miscellaneous

14.1 Independent Contractors. The Parties are independent contractors and nothing contained herein shall be construed to create a partnership, joint venture or agency relationship, except as may be expressly set forth in this Agreement.

14.2 Export and Compliance. Each Party shall comply with all applicable laws, rules and regulations in connection with its performance under this Agreement, including data protection and export control laws.

Attachments

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