Streaming Services Agreement

STREAMING SERVICES AGREEMENT

Service Provider Name:

Client Name:

RECITALS

WHEREAS, Service Provider operates and maintains a digital streaming platform and infrastructure for the distribution and delivery of audiovisual and related media content (the "Platform"); and

WHEREAS, Client desires to license content for distribution via the Platform, and Service Provider desires to provide streaming, hosting, and delivery services subject to the terms and conditions set forth herein; and

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. SCOPE OF WORK

Service Provider shall provide streaming, transcoding, hosting, delivery, analytics, and related operational services for the content described below in accordance with industry-standard technical specifications, content delivery best practices, and the delivery schedule set forth by the parties.

2. LICENSE, RIGHTS AND RESTRICTIONS

Client grants Service Provider a non-exclusive, non-transferable (except as permitted in this Agreement) right to host, reproduce, transcode, cache, stream and deliver the licensed content solely for the purposes set forth in this Agreement. Client represents and warrants that it has all necessary rights, clearances and consents to grant the license set forth herein and that the content does not infringe any third party rights.

Service Provider shall not use Client content for advertising or promotional purposes without the Client's prior written consent. Any third-party delivery or embedding shall be subject to the Client's prior written approval.

3. PAYMENT TERMS

Any undisputed amount not paid within days after the due date shall accrue interest at per month (or the maximum rate permitted by law, if lower) and may be subject to suspension of services until payment is received.

4. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues for the initial term specified below unless earlier terminated in accordance with this Section.

Effective Date:    Term End Date:

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 specifying the breach. Additionally, either party may terminate for insolvency, bankruptcy, or assignment for the benefit of creditors upon written notice.

Notice Period for Non-Renewal or Termination without Cause:

5. CONFIDENTIALITY

Each party agrees that Confidential Information disclosed by the other party will be used only for the purposes of performing this Agreement and will not be disclosed to third parties except as permitted hereby. Confidential Information includes technical, commercial, pricing and product information, and any content not generally available to the public.

The confidentiality obligations set forth in this Section shall survive termination of this Agreement for a period of months, except with respect to trade secrets which shall be protected for as long as they qualify as trade secrets.

6. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Client represents and warrants that it owns or has the necessary rights to license all content provided to Service Provider and that such content does not violate applicable law or third-party rights.

Client shall indemnify, defend and hold harmless Service Provider and its officers, directors and employees from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Client's breach of its representations, warranties or obligations under this Agreement or third-party claims of infringement related to Client content.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO SERVICE PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

8. FORCE MAJEURE

Neither party shall be liable for failure or delay in performing obligations under this Agreement to the extent such failure or delay is caused by events beyond the reasonable control of the affected party, including acts of God, natural disasters, acts of government, telecommunications failures, or labor disputes; provided that the affected party promptly notifies the other party and takes commercially reasonable steps to resume performance.

9. NOTICES

Notices given under this Agreement shall be in writing and shall be deemed given upon receipt when delivered personally, by certified mail, return receipt requested, or by overnight courier to the notice addresses set forth above or to such other address as a party may designate by notice.

10. ASSIGNMENT

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations hereunder.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles. Any disputes arising out of this Agreement shall be resolved in the state or federal courts located in that state.

12. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with all exhibits, attachments and statements of work executed by the parties, 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. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid and enforceable provision achieving, to the extent possible, the original economic and legal effect.

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