Video On Demand Request

VIDEO ON DEMAND REQUEST

Effective Date:

Parties

WHEREAS

WHEREAS, Requestor desires to make certain audiovisual content available to end users via a Video On Demand ("VOD") distribution service operated or provided by Provider; and

WHEREAS, Provider is engaged in the business of delivering digital video content for a fee and has the technical capability to host, stream, and deliver the requested content in accordance with the technical and commercial terms set forth herein; and

WHEREAS, the parties wish to set forth the request, scope, payment terms, and other material terms governing Provider's publication and delivery of Requestor's content via Provider's VOD service.

Scope of Work

Provider shall ingest, transcode as required by Provider's platform specifications, host, and make available the content described below for viewing by end users in accordance with the delivery schedule and technical specifications set forth in this Request. Provider will use commercially reasonable efforts to ensure playback compatibility and availability consistent with Provider's standard operational procedures.

Payment Terms

In consideration for Provider's services, Requestor shall pay Provider the fees set forth below. Fees are exclusive of applicable taxes unless otherwise stated. Provider's invoices are due in accordance with the payment schedule below.

Late payments shall accrue interest at the rate specified above, compounded monthly, after a grace period of days past the invoice due date.

Term and Termination

This Request shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Request for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice. Either party may terminate for convenience upon providing days' prior written notice to the other party.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (i) use Confidential Information only for the purposes described in this Request; (ii) restrict disclosure to those employees, contractors or agents with a need to know; and (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that is or becomes publicly known other than by breach of this Request or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Duration of confidentiality obligations: years from the date of disclosure, except with respect to trade secrets for which protection shall continue as permitted by law.

License and Rights

Requestor represents and warrants that it holds or controls all rights necessary to authorize Provider to host, copy, transcode, stream, and deliver the content for the purposes contemplated by this Request. Requestor grants Provider a limited license to use the content solely to provide the VOD services described herein for the Term. This license is: Exclusive Non-Exclusive

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of its representations, warranties or obligations under this Request, including claims of intellectual property infringement. Except for willful misconduct or breaches of confidentiality, in no event shall either party be liable for special, incidental, consequential, or punitive damages and each party's aggregate liability arising from or related to this Request shall not exceed the total fees paid or payable to Provider under this Request during the twelve (12) months preceding the event giving rise to the claim.

Governing Law

This Request shall be governed by and construed in accordance with the laws of the state of without regard to choice of law principles.

Entire Agreement

This Request, including any attachments or exhibits expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any modification or waiver must be in writing and signed by authorized representatives of both parties.

Additional Provisions

Notices under this Request shall be in writing and delivered to the contact information provided in the Parties section. If any provision of this Request is held unenforceable, the remaining provisions shall remain in full force and effect.

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