Media Streaming Agreement

MEDIA STREAMING AGREEMENT

This Media Streaming Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Provider is engaged in the business of delivering audiovisual media and streaming services and owns or controls the necessary rights to deliver the Content described herein; and

WHEREAS, Client desires to obtain from Provider a license to stream specified Content to Client's audience pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to define the scope, payment, delivery, confidentiality, and other commercial and legal terms governing the streaming arrangement.

1. Scope of Work

Provider shall provide streaming services and make available the Content described below for viewing by Client's audience in accordance with the technical and editorial specifications set forth in this Agreement.

2. Rights, License and Restrictions

2.1 License Grant. Provider hereby grants to Client a non-transferable license to stream the Content solely as expressly set forth in this Agreement. The license granted is: exclusive non-exclusive (select appropriate box).

2.2 Territory and Platform. The license is limited to the territory and distribution platforms set forth in the Scope of Work and shall not be sublicensed or otherwise exploited beyond those limits without Provider's prior written consent.

3. Technical Requirements

4. Payment Terms

Client shall pay Provider the fees described below in full and in accordance with the payment schedule. All payments are due in U.S. dollars unless otherwise agreed in writing. Unless expressly stated, fees do not include applicable taxes, which shall be borne by Client.

Any past due amount shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus all collection costs, including reasonable attorneys' fees. Agreed late fee percentage: % per month.

5. Term and Termination

5.1 Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

5.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice describing the breach.

5.3 Termination for Convenience. Either party may terminate for convenience upon days prior written notice to the other party. Termination shall not relieve Client of obligations to pay for services already performed.

6. Confidentiality

Each party shall maintain in confidence all Confidential Information disclosed by the other party and shall not disclose such information to any third party except as expressly permitted under this Agreement. Confidential Information shall include technical, commercial and business information and shall exclude information that is publicly known or independently developed without use of Confidential Information. The confidentiality obligations shall survive termination for a period of years.

7. Reporting, Audit and Metrics

Provider shall maintain accurate records of streams, viewership and related metrics and shall permit Client or its authorized representative to audit such records upon reasonable advance notice and during normal business hours no more than once per calendar year, subject to confidentiality protections.

8. Representations, Warranties and Indemnification

8.1 Provider represents and warrants that Provider has all rights, licenses and permissions necessary to grant the license in this Agreement and that the Content does not infringe any third-party intellectual property rights.

8.2 Client represents and warrants that its use of the Content will comply with applicable laws and will not violate third-party rights. Each party shall indemnify, defend and hold the other harmless from and against any third-party claims arising from the indemnifying party's breach of its representations, warranties or obligations under this Agreement, subject to the indemnified party providing prompt notice and cooperating in the defense.

9. Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or intellectual property obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and either party's aggregate liability shall be limited to the total fees paid under this Agreement during the twelve (12) months preceding the claim.

10. Insurance

Each party shall maintain commercial general liability and, where applicable, media liability insurance in amounts sufficient to cover its obligations under this Agreement. Upon request, a party shall provide proof of insurance to the other.

11. Notices

Notices shall be in writing and delivered by hand, certified mail or nationally recognized courier to the addresses set forth above and shall be effective upon receipt.

12. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration or litigation in the jurisdiction mutually selected by the parties as set forth below.

13. Entire Agreement and Miscellaneous

This Agreement, including all attachments and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that either party may assign to a successor in interest to substantially all of its business.

14. Signatures

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