Legal Stream Agreement

LEGAL STREAM AGREEMENT

This Legal Stream Agreement (the Agreement) is made as of Effective Date: , by and between Provider Name: , an entity of type Individual Corporation LLC Partnership , with principal place of business at (Provider), and Licensee Name: , an entity of type Individual Corporation LLC Partnership , with principal place of business at (Licensee). Provider and Licensee are each a Party and collectively the Parties.

RECITALS

WHEREAS, Provider owns, licenses or controls certain audio-visual and related content and metadata suitable for streaming and distribution described further herein (the Content); and

WHEREAS, Licensee operates an online streaming platform and desires to obtain from Provider, and Provider desires to grant to Licensee, certain rights to stream, distribute and display the Content under the terms set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth the rights, obligations, compensation and technical and commercial arrangements for the streaming and exploitation of the Content.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Content" means the audio-visual works, recordings, metadata, thumbnails, trailers and associated materials delivered or identified by Provider under this Agreement. "Net Receipts" means gross receipts actually received by Licensee attributable to the Content less only customary and documented third-party transaction fees.

2. GRANT OF RIGHTS

2.1 Subject to the terms and conditions of this Agreement, Provider hereby grants to Licensee a non-exclusive/exclusive Non-Exclusive Exclusive license to stream, reproduce for streaming, and publicly perform the Content by means of Licensee's streaming services in the Territory set forth below, solely during the Term and for the Permitted Uses set forth herein.

2.2 Territory:

3. TERM AND TERMINATION

3.1 Term: The initial term of this Agreement shall commence on the Effective Date and continue for a period of years unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause: Either Party may terminate this Agreement upon written notice to the other 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.

4. COMPENSATION AND PAYMENT

4.1 Fees: In consideration for the rights granted, Licensee shall pay Provider a royalty equal to of Net Receipts attributable to the Content, subject to a minimum guarantee of payable as set forth below.

4.2 Payment Schedule: Payments shall be made within days after the end of each reporting period. Reports and payments shall be provided on a basis.

4.3 Payment Method: Payments shall be remitted by Licensee by wire transfer or other mutually agreed method to the account designated by Provider in writing. Provider shall provide remittance instructions prior to the first payment.

5. CONTENT DELIVERY AND TECHNICAL STANDARDS

5.1 Delivery: Provider shall deliver the Content, metadata and associated assets in accordance with the delivery schedule and technical specifications attached or set forth in delivery instructions. Delivery shall include high-resolution masters, captions/subtitles where available, and artwork where applicable.

5.2 Technical Standards: Provider warrants that the Content conforms to the technical specifications reasonably required by Licensee for streaming, including accepted file formats, bitrates and metadata schema. Licensee's acceptance of Content shall not constitute waiver of Provider's representations and warranties.

6. INTELLECTUAL PROPERTY

6.1 Ownership: Provider retains all right, title and interest in and to the Content and any underlying intellectual property rights therein. Licensee acquires only the limited rights expressly granted in this Agreement. No ownership interest in the Content is transferred to Licensee.

6.2 Licensee Marks and User-Generated Content: Licensee retains ownership of its trademarks and platform; Provider grants Licensee a non-exclusive right to use Provider's trademarks and credits solely to identify the Content in connection with exploitation under this Agreement as necessary and subject to Provider's reasonable trademark usage guidelines.

7. REPRESENTATIONS AND WARRANTIES

7.1 Provider represents and warrants that: (a) it has full right, authority and legal ability to enter into this Agreement and to grant the rights herein; (b) the Content does not infringe or misappropriate any third party intellectual property or other rights; (c) the Content contains no obscene, defamatory or illegal material; and (d) all elements required for lawful exploitation (including synchronization, performance, and mechanical clearances where applicable) have been obtained.

7.2 Licensee represents and warrants that: (a) it has the power and authority to enter into this Agreement; (b) it will exploit the Content in compliance with applicable laws; and (c) its use of the Content in accordance with this Agreement will not violate any material agreement to which Licensee is a party.

8. CONFIDENTIALITY

8.1 Each Party shall keep confidential and not disclose to any third party any non-public business, technical or financial information disclosed by the other Party in connection with this Agreement, except as required by law or as necessary to perform the Party's obligations hereunder. Confidential information shall not include information that is publicly available through no breach of this Agreement.

8.2 Survival: Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years.

9. INDEMNIFICATION

9.1 Provider shall indemnify, defend and hold harmless Licensee and its officers, directors and affiliates from and against any third-party claim, suit or proceeding arising from Provider's breach of its representations, warranties or obligations, including claims of infringement of third-party intellectual property rights, provided Licensee gives prompt written notice and reasonably cooperates in the defense.

9.2 Licensee shall indemnify, defend and hold harmless Provider from and against claims arising out of Licensee's exploitation of the Content beyond the scope of the license granted or Licensee's breach of this Agreement.

10. LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence, willful misconduct or breach of Sections 6 (Intellectual Property) or 9 (Indemnification), neither Party shall be liable to the other for indirect, incidental, consequential, punitive or special damages. The aggregate liability of either Party for any claim arising under or related to this Agreement shall not exceed the total fees actually paid by Licensee to Provider under this Agreement during the twelve (12) months preceding the claim.

11. INSURANCE

Each Party shall maintain, at its expense, insurance customary for its business operations, including commercial general liability and, where applicable, errors and omissions coverage in commercially reasonable amounts. Provider shall maintain appropriate rights and clearances for the Content.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or such other address as either Party may designate in writing, and shall be effective upon receipt.

13. ASSIGNMENT

Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except that Licensee may assign to an affiliate or successor in connection with a merger, acquisition or sale of substantially all of its assets.

14. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay in exercising any right shall operate as a waiver of that right.

15. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any action to enforce this Agreement shall be brought exclusively in the state or federal courts located within the county where the governing state court sits, and the Parties hereby consent to personal jurisdiction and venue therein.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

17. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including scanned or facsimile copies) shall be binding.

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