TV Channel Lineup Form

TV CHANNEL LINEUP FORM AND SERVICE AGREEMENT

Client Name:    Provider Name:

Effective Date:    Agreement Reference Number:

WHEREAS

WHEREAS, Client operates a distribution platform for audio-visual content and requires a formalized channel lineup for carriage, marketing, and operational coordination; and

WHEREAS, Provider supplies broadcast and/or multicast channels and agrees to deliver program feeds, signal metadata, and related technical support according to the specifications set forth in this agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree to the channel lineup, technical delivery, and commercial terms that follow.

CHANNEL LINEUP

The parties agree that the initial channel lineup shall be established as follows. Provider warrants that each channel listed will be delivered at the technical quality and schedule required by Client and that Provider holds the rights necessary for carriage.

SCOPE OF WORK

Provider shall supply the channels listed above including program material, real-time signal delivery, metadata (including EPG and content ratings), and technical support necessary for integration into Client's distribution platform. Provider responsibilities include ensuring rights for carriage, maintaining minimum signal availability of 99.0% per calendar month (excluding scheduled maintenance), and notifying Client of any planned outages at least 72 hours in advance.

PAYMENT TERMS

Client shall pay Provider for channel carriage and related services in accordance with the fees and schedule below. All fees are due in United States Dollars unless otherwise agreed in writing. Provider shall invoice Client in accordance with the invoicing schedule; undisputed amounts not paid when due shall accrue late fees as set forth below.

Late fee:    Interest accrual:

All amounts are exclusive of taxes. Client shall be responsible for any taxes required by law to be collected or withheld, excluding taxes on Provider's net income.

TERM AND TERMINATION

This agreement commences on the Start Date and continues through the End Date, unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate for material breach if the breach remains uncured 30 days after written notice. Termination for cause shall not relieve the breaching party of liabilities for breaches occurring prior to termination.

CONFIDENTIALITY

Each party shall maintain as confidential all non-public information disclosed by the other party in connection with this agreement, including but not limited to technical specifications, commercial terms, channel metadata, and content delivery credentials. Confidential information shall not be disclosed except to employees, contractors, and agents who need access to perform the obligations herein and who are bound by confidentiality obligations no less protective than those set forth in this section.

Confidentiality obligations do not apply to information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is lawfully received from a third party without breach of any obligation of confidentiality; or (d) is required to be disclosed by law or valid legal process, provided the disclosing party gives prompt notice to the other party to permit a protective order or other remedy.

GOVERNING LAW

This agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Venue for any dispute shall be the state or federal courts located in that State.

ENTIRE AGREEMENT

This document, together with any exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Provider certifies that it has the necessary rights, clearances, and licenses to authorize Client's distribution of the channels listed. Client's carriage of a channel that is subsequently subject to an infringement claim shall be subject to the indemnity provisions set forth in the parties' separate master services agreement or, if none, Provider shall indemnify and hold Client harmless for claims arising from Provider's breach of the foregoing certification.

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