Media Network Services Agreement

MEDIA NETWORK SERVICES AGREEMENT

This Media Network Services Agreement (the Agreement) is entered into as of , (Effective Date), by and between:

Parties

WHEREAS

WHEREAS, Client operates media properties and desires to engage Service Provider to deliver media network services, advertising distribution, content delivery and related analytics on the terms set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, technical capabilities and personnel to perform the services described herein and will perform such services in a professional manner consistent with industry standards; and

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

1. Scope of Work

Service Provider shall provide media network services including, but not limited to: placement of advertisements across agreed channels, content distribution, ad trafficking, reporting and analytics, audience targeting, and technical support. Specific deliverables, performance metrics and milestones are described below and in any Statement of Work executed under this Agreement.

2. Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees set forth below and in any applicable Statement of Work. All amounts are stated in U.S. dollars and payable in cleared funds.

Service Provider shall submit invoices in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt.

Any undisputed amount not paid when due shall accrue interest at a rate of % per month (or the maximum rate permitted by law), plus reasonable collection costs.

3. Term and Termination

This Agreement shall commence on the Start Date and remain in effect until the End Date, unless earlier terminated as provided herein.

Start Date:

End Date:

Either party may terminate this Agreement for convenience upon providing the other party with no less than days' prior written notice.

Either party may terminate immediately for material breach if such breach remains uncured after thirty (30) days' written notice specifying the breach, provided that monetary default may permit shorter cure periods as required under applicable law.

4. Confidentiality

"Confidential Information" means non-public information disclosed by either party that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees: (a) to hold Confidential Information in strict confidence; (b) not to use Confidential Information except to perform obligations under this Agreement; and (c) to restrict disclosure to employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iii) is rightfully received from a third party without restriction. If disclosure is required by court order or law, the receiving party shall promptly notify the disclosing party and cooperate to seek confidential treatment or a protective order.

Upon termination, the receiving party shall, at the disclosing party's option, return or destroy Confidential Information and certify in writing that such return or destruction has been completed.

5. Warranties; Limitations of Liability

Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with prevailing industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

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 CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

6. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Exclusive jurisdiction and venue for any dispute shall lie in the state or federal courts located in that State.

8. Entire Agreement

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

9. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The invalidity of any provision shall not affect the remaining provisions. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or employment relationship.

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