Non-Piracy Agreement

NON-PIRACY AGREEMENT

This Non-Piracy Agreement (the "Agreement") is made and entered into as of Effective Date: by and between First Party: , an , and Second Party: , an . First Party and Second Party are each a "Party" and together the "Parties."

RECITALS

WHEREAS, one or both Parties create, distribute or license copyrighted content, software, audiovisual works, live transmissions, or other protected materials (collectively, "Protected Content"); and

WHEREAS, the Parties desire to prevent unauthorized copying, distribution, retransmission, circumvention of technical protection measures, or other acts commonly referred to as "piracy" that would infringe the intellectual property or contractual rights associated with Protected Content; and

WHEREAS, the Parties wish to set forth mutual covenants and remedies to deter piracy and to define responsibilities with respect to detection, notification, enforcement, and indemnification.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Piracy" means any unauthorized reproduction, distribution, public performance, retransmission, uploading, streaming, hosting, sale, rental, or other exploitation of Protected Content in violation of applicable intellectual property rights or contractual restrictions, and includes the circumvention of technological protections that control access to or use of Protected Content.

1.2 "Effective Monitoring" means the ongoing, reasonable efforts to detect unauthorized access to or distribution of Protected Content using industry-standard technical, administrative and procedural measures.

2. NON-PIRACY COVENANT

2.1 Each Party covenants and agrees that neither it nor any of its officers, directors, employees, agents, contractors or affiliates shall, directly or indirectly, engage in Piracy with respect to Protected Content owned or licensed by the other Party. Each Party shall not authorize, enable, or assist third parties to engage in Piracy.

2.2 Each Party shall implement and maintain Effective Monitoring and reasonable security measures appropriate to the scale and nature of the Protected Content, including but not limited to access control, authentication, logging, and, where applicable, technological protection measures such as encryption or digital rights management.

3. DETECTION, NOTICE AND COOPERATION

3.1 Upon discovering actual or suspected Piracy affecting the other Party's Protected Content, the discovering Party shall promptly provide written notice to the other Party in accordance with the Notices provision below, including a reasonably detailed description of the nature and extent of the infringement and any available evidence.

3.2 The Parties shall reasonably cooperate in good faith to investigate incidents of Piracy, to preserve evidence, to mitigate ongoing harm, and to pursue enforcement, which may include issuance of takedown notices, submission of infringement reports to hosting or distribution platforms, and coordination with law enforcement where appropriate.

4. PERMITTED USES

4.1 Nothing in this Agreement shall be construed to restrict uses of Protected Content that are expressly authorized in writing by the owning or licensing Party, uses authorized by applicable license agreements, or uses that are non-infringing under applicable law (including fair use where applicable). The Parties may document permitted uses in writing as an addendum to this Agreement.

4.2 The Parties may identify permitted distribution channels, platforms, or sub-licensees in the space below. If none are listed, no additional permissions are implied.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each Party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any other agreement or applicable law.

5.2 Each Party represents and warrants that, to the best of its knowledge, the Protected Content that it alleges has been pirated is owned or lawfully licensed by such Party, and that it has the authority to seek enforcement and remedies.

6. REMEDIES; INJUNCTIVE RELIEF

6.1 The Parties agree that monetary damages alone may be inadequate to remedy a breach of the Non-Piracy Covenant and that, in addition to any other remedies available at law or in equity, a Party is entitled to seek injunctive or other equitable relief to prevent or curtail any actual or threatened Piracy.

6.2 In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses incurred in connection with enforcement, in addition to any other relief granted.

7. INDEMNIFICATION

7.1 Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) resulting from or arising out of the Indemnifying Party's breach of the Non-Piracy Covenant, negligent acts or omissions, or willful misconduct in connection with Protected Content.

8. TERM AND TERMINATION

8.1 This Agreement shall commence on the Effective Date and continue for a term of years, unless earlier terminated as provided in this Agreement.

8.2 Either Party may terminate this Agreement for material breach by the other Party that remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve either Party of obligations that accrued prior to termination or of sections that by their nature survive termination, including but not limited to indemnification, confidentiality, and remedies provisions.

9. CONFIDENTIALITY

9.1 Each Party shall treat as confidential any non-public information disclosed in connection with alleged incidents of Piracy, investigations, enforcement actions, or settlements, and shall not disclose such information except as required by law or with the prior written consent of the disclosing Party.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR CLAIMS ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR OBLIGATIONS OF INDEMNIFICATION UNDER THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and delivered to the Parties at their addresses set forth below (or to such other address as a Party may designate by written notice).

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 No amendment, modification, or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties.

12.2 No failure or delay by either Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, and no single or partial exercise of any right shall preclude other or further exercise of that or any other right.

12.3 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 delivered by electronic means shall be binding.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles.

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

13.3 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be reformed only to the extent necessary to make it valid, legal and enforceable, and the remaining provisions shall remain in full force and effect.

14. MISCELLANEOUS

14.1 The Parties acknowledge that damages for certain breaches of this Agreement may be difficult to ascertain and that injunctive relief may be necessary to prevent irreparable harm. The remedies provided herein are cumulative and in addition to any other remedies available at law or in equity.

14.2 The Parties shall execute such further instruments and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.

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