Livestreaming Services Agreement

LIVESTREAMING SERVICES AGREEMENT

This Livestreaming Services Agreement ("Agreement") is made and entered into on this day of , by and between Service Provider: , with principal place of business at , and Client: , with principal place of business at .

RECITALS

WHEREAS, Service Provider is engaged in the business of producing and transmitting live audio-visual content and providing related technical and moderation services; and

WHEREAS, Client desires to obtain live streaming services for one or more events or productions described in this Agreement, and Service Provider is willing to provide such services under the terms set forth herein; and

WHEREAS, the parties intend to define their rights and obligations with respect to production, distribution, ownership, monetization, and moderation of livestreamed content.

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

1. SERVICES

1.1 Scope. Service Provider shall provide livestreaming services that may include live capture, encoding, transmission to designated platforms, live moderation, graphics insertion, and post-event recordings as described in the Scope of Services. Service Provider will perform services in a professional manner consistent with prevailing industry standards.

2. DELIVERABLES AND SCHEDULE

2.1 Event Dates and Times. Client shall provide Service Provider with event dates, scheduled start and end times, and any rehearsal times at least the number of days set forth in Section 2.2. Service Provider’s obligations are limited to the dates and times expressly agreed in writing.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement begins on the effective date and continues until completion of the services for the final scheduled event, unless earlier terminated in accordance with this Section.

3.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

3.3 Termination for Convenience. Client may terminate for convenience upon thirty (30) days’ written notice, subject to payment of fees for services performed and non‑cancellable expenses incurred through the effective date of termination.

4. FEES; PAYMENT

4.1 Fees. Client shall pay Service Provider the fees set forth in the Fee Schedule. All fees are exclusive of applicable taxes, duties, and other governmental charges which shall be Client’s responsibility.

4.2 Payment Terms. Unless otherwise agreed in writing, Client shall pay invoices within thirty (30) days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. EQUIPMENT; TECHNICAL REQUIREMENTS

5.1 Equipment. Service Provider shall provide the equipment specified in the Scope of Services. Client shall provide reasonable access to venue power, internet connectivity, and technical liaison staff as required.

5.2 Technical Failures. Service Provider shall use commercially reasonable efforts to avoid interruptions, but shall not be liable for failures caused by third‑party platforms, internet outages, or force majeure events. Remedies for interrupted streams are limited to re‑streaming where practicable or fee adjustments at Service Provider’s discretion.

6. CONTENT RIGHTS; LICENSES

6.1 Ownership. Unless otherwise agreed in writing, Client owns the underlying event and creative content produced by Client and grants Service Provider a limited license to reproduce, stream, and archive the content solely to perform the services under this Agreement.

6.2 License to Service Provider. Client grants Service Provider a non-exclusive, royalty-free license to use short clips or screenshots for Service Provider’s promotional materials, provided such use does not disclose Client’s confidential information or violate any third-party rights.

7. MODERATION; COMPLIANCE

7.1 Compliance. Each party shall comply with applicable laws and platform policies. Client is responsible for the legality of event content and third‑party materials. Service Provider may remove or refuse to transmit content that violates law or platform rules.

7.2 Moderation. If live moderation services are provided, Service Provider will exercise reasonable judgment to remove offensive or prohibited content but does not guarantee prevention of all such content appearing on broadcast.

8. CONFIDENTIALITY

8.1 Confidential Information. Each party acknowledges that it may receive confidential information of the other party. Confidential information shall not be disclosed to third parties and shall be used only to perform obligations under this Agreement.

9. WARRANTIES; DISCLAIMERS

9.1 Mutual Warranties. Each party represents that it has authority to enter into this Agreement and that performance will not violate other agreements.

9.2 Service Provider Warranty. Service Provider warrants that services will be provided in a professional manner. EXCEPT AS EXPRESSLY PROVIDED, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. INDEMNIFICATION

10.1 Client Indemnity. Client shall indemnify, defend and hold harmless Service Provider from any claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) arising out of Client’s content, sponsorship obligations, or breach of this Agreement.

10.2 Service Provider Indemnity. Service Provider shall indemnify Client for claims arising from Service Provider’s gross negligence or willful misconduct in providing the services.

11. LIMITATION OF LIABILITY

11.1 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. INSURANCE

12.1 Insurance. Service Provider shall maintain general liability and professional liability insurance in commercially reasonable amounts and shall provide evidence of such insurance upon Client’s reasonable request.

13. INDEPENDENT CONTRACTOR

13.1 Relationship. The parties agree that Service Provider is an independent contractor and not an employee, partner, or joint venturer of Client. Service Provider retains sole control over the manner and means of performing services except as otherwise set forth in this Agreement.

14. NOTICES

14.1 Notices. All notices under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party designates by written notice. Notices are effective upon personal delivery, confirmed email transmission, or three (3) days after deposit with an internationally recognized overnight courier.

15. ASSIGNMENT

15.1 Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets if the assignee assumes all obligations under this Agreement.

16. AMENDMENT; WAIVER; COUNTERPARTS

16.1 Amendments and Waiver. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties. A waiver of any breach shall not be a waiver of any other or subsequent breach.

16.2 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. Signatures delivered by electronic means shall be binding.

17. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

17.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected below without regard to its conflict of law rules.

17.2 Entire Agreement. This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications.

17.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid provision shall be replaced by a valid provision that most closely reflects the parties’ original intent.

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