Publisher Partnership Agreement

PUBLISHER PARTNERSHIP AGREEMENT

This Publisher Partnership Agreement ("Agreement") is made effective as of (the "Effective Date"), by and between Publisher Name: with principal place of business at:

and Partner Name: with principal place of business at:

RECITALS

WHEREAS, Publisher operates and manages publication, distribution and monetization of certain editorial and advertising content and has established channels, audiences and distribution systems; and

WHEREAS, Partner owns or controls content and/or marketing initiatives that the parties intend to collaborate on under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the joint publication, promotion, monetization and revenue sharing for the content and activities described below.

SCOPE OF WORK

The parties shall cooperate to produce, publish and promote the content, distribution and commercial activities described in the scope below. Specific deliverables, milestones and acceptance criteria shall be set forth and updated by mutual written agreement.

PAYMENT TERMS

Publisher and Partner agree that revenues generated from the jointly published content shall be allocated as follows: Publisher shall receive and Partner shall receive of Net Revenues, as defined below.

For the avoidance of doubt, "Net Revenues" means gross receipts actually received by the parties in connection with the subject content less direct third-party costs (such as platform fees, payment processing fees and approved third-party production costs) that are mutually agreed in writing prior to incurrence.

Payments shall be issued within days following receipt of funds or receipt of an undisputed invoice, whichever is later. Late payments shall incur a late fee of per month on the outstanding balance, not to exceed the maximum permitted by law.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if such breach is not cured within days following written notice specifying the breach.

CONFIDENTIALITY

Each party agrees to hold confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (ii) was known to the receiving party prior to its disclosure by the disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party.

The receiving party shall not use Confidential Information for any purpose other than to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, consultants or advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that its performance will not violate any other agreement, law or third-party right. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of a breach of such party's representations, warranties, obligations with respect to intellectual property rights, or its negligence or willful misconduct.

In no event shall either party be liable for indirect, incidental, special or consequential damages, except for liability arising from gross negligence, willful misconduct or a party's breach of confidentiality or indemnification obligations.

GOVERNING LAW; DISPUTE RESOLUTION

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. The parties shall attempt to resolve disputes in good faith by negotiation. If unresolved within 30 days, either party may pursue any remedy available at law or equity in the state or federal courts located in the chosen jurisdiction.

MISCELLANEOUS

Entire Agreement: This Agreement, including all exhibits and written attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Amendment and Assignment: No amendment shall be effective unless in writing and signed by both parties. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes the assigning party's obligations hereunder.

Each party shall be responsible for its own taxes arising from payments received under this Agreement and for withholding where required by applicable law. The parties shall cooperate to provide any documentation reasonably necessary to establish tax status and to comply with applicable tax withholding requirements.

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