YouTube Content License Agreement

YOUTUBE CONTENT LICENSE AGREEMENT

This YouTube Content License Agreement ("Agreement") is entered into as of by and between Licensor Name: with an address at and Licensee Name: with an address at . Licensor and Licensee may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Licensor is the owner and/or authorized rights holder of certain audiovisual works, music recordings, thumbnails, and related materials identified in Schedule A and delivered under this Agreement (collectively, "Licensed Content");

WHEREAS, Licensee operates one or more channels on the online video hosting platform commonly known as YouTube and desires to obtain from Licensor a license to exploit the Licensed Content on Licensee's YouTube channel(s) and associated features as set forth in this Agreement;

WHEREAS, Licensor desires to grant Licensee a license to use the Licensed Content on the terms and conditions set forth below.

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

1. DEFINITIONS

1.1 "Licensed Content" means the audiovisual works, music, thumbnails, captions, tags and associated metadata specifically described in Schedule A and any approved revisions delivered under this Agreement.

1.2 "Channel" means Licensee's YouTube channel(s) identified as: .

1.3 "Territory" means worldwide unless the Parties specify geographic limits here: .

2. GRANT OF LICENSE

2.1 License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a Non-exclusive Exclusive license (choose one) to reproduce, distribute, display, perform, monetize, create derivative works of, and otherwise exploit the Licensed Content on Licensee's Channel(s) and through YouTube features and integrations during the Term and within the Territory.

2.2 Sublicensing. Licensee may permit third parties to host or distribute the Licensed Content via YouTube in connection with Licensee's Channel(s) only if Licensee obtains Licensor's prior written consent.

2.3 Term. The license granted under this Agreement commences on the Effective Date and continues for a period of (the "Term"), unless earlier terminated in accordance with Section 10.

3. CONSIDERATION

3.1 Fees. In consideration for the license granted hereunder, Licensee shall pay Licensor as follows (select and complete applicable provision): upfront fee of USD; and/or a revenue share of of Net Revenue derived from monetization of the Licensed Content on the Channel(s).

3.2 Payment Terms. Payments shall be made within days after Licensee's monthly accounting and shall be accompanied by a written statement showing gross receipts, deductions, and Net Revenue attributable to the Licensed Content for the reporting period.

3.3 Withholding Taxes. Each Party shall be responsible for its own taxes in its jurisdiction. Licensee may withhold amounts if required by law and shall promptly provide Licensor official documentation of any withholding.

4. DELIVERY; METADATA; SCHEDULE A

4.1 Delivery. Licensor shall deliver to Licensee the Licensed Content in a commercially reasonable digital format, together with high-resolution thumbnails, subtitles/captions, and any agreed metadata within days of the Effective Date.

4.2 Metadata. Licensor warrants the accuracy of titles, credits, and identifying metadata and shall notify Licensee of any required corrections. Licensee may add Channel-specific metadata so long as it does not materially misrepresent authorship or ownership.

5. OWNERSHIP; RESERVATION OF RIGHTS

5.1 Ownership. Licensor retains all right, title and interest in and to the Licensed Content and any underlying works not expressly granted to Licensee herein. Except for the license expressly granted in Section 2, no other rights are conveyed.

5.2 Moral Rights. To the extent permitted by applicable law, Licensor waives and agrees not to assert any moral rights in the Licensed Content with respect to Licensee's use as permitted under this Agreement. Licensor will execute additional documents reasonably necessary to evidence such waiver upon request.

6. REPRESENTATIONS AND WARRANTIES

Licensor represents and warrants that: (a) it is the sole and exclusive owner of the Licensed Content or has obtained all necessary rights, clearances and consents to grant the rights set forth in this Agreement; (b) the Licensed Content does not infringe or misappropriate any third party's copyright, trademark, privacy, publicity, or other proprietary or moral rights; (c) the Licensed Content contains no material that is obscene, defamatory, or otherwise unlawful; and (d) no other agreements conflict with the rights granted to Licensee hereunder.

Licensee represents and warrants that: (a) its acceptance and use of the Licensed Content in accordance with this Agreement will not violate any law or contractual obligation; and (b) it will use commercially reasonable efforts to maintain appropriate content labeling and to comply with platform policies.

7. COMPLIANCE; CLAIMS; REMOVAL

7.1 Compliance. Each Party shall comply with applicable platform policies, community guidelines, and laws. Licensee may take down or disable access to any Licensed Content on the Channel(s) if required by law or pursuant to a good faith claim of infringement.

7.2 Claims. If a third party asserts a claim relating to the Licensed Content, the receiving Party shall promptly notify the other Party and allow the other Party to control the defense or settlement of the claim subject to the indemnification provisions below.

8. INDEMNIFICATION

8.1 Licensor Indemnity. Licensor shall indemnify, defend and hold harmless Licensee and its officers, directors, employees and agents from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any third-party claim that the Licensed Content infringes or misappropriates any intellectual property right or violates any law, except to the extent such claim arises from Licensee's alterations or use beyond the scope granted herein.

8.2 Licensee Indemnity. Licensee shall indemnify, defend and hold harmless Licensor from and against claims arising from Licensee's exploitation of the Licensed Content beyond the scope of this Agreement or Licensee's negligence or willful misconduct.

9. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. TERMINATION

10.1 Termination for Cause. Either Party may terminate this Agreement upon days' written notice if the other Party materially breaches any material provision of this Agreement and fails to cure such breach within the notice period.

10.2 Termination for Insolvency. Either Party may terminate this Agreement immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or a petition in bankruptcy is filed by or against the other Party.

11. EFFECTS OF TERMINATION

Upon termination, Licensee shall cease further exploitation of the Licensed Content except as necessary to remove, archive, or otherwise wind down its use in a commercially reasonable manner. Termination shall not relieve Licensee of obligations to pay accrued and unpaid fees through the effective date of termination. Sections 5, 6, 8, 9, 11, 13, 15 and any other provisions which by their nature survive termination shall survive expiration or termination of this Agreement.

12. CONFIDENTIALITY

The Parties shall keep confidential all non-public business, financial and technical information disclosed in connection with this Agreement that is marked confidential or would reasonably be considered confidential. This obligation shall not apply to information that is or becomes publicly available through no breach by the receiving Party or that is independently developed by the receiving Party.

13. NOTICES

All notices under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized courier to the addresses below or to such other address as a Party may designate by written notice.

14. ASSIGNMENT; SUBLICENSING

Neither Party may assign this Agreement without the prior written consent of the other Party, except that Licensee may assign to an acquirer of substantially all of its assets or stock provided the assignee assumes Licensee's obligations hereunder. Any purported assignment in violation of this Section shall be void.

15. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the courts located in for any action arising out of or relating to this Agreement.

16. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY; WAIVER; COUNTERPARTS

This Agreement, including Schedule A, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior agreements and understandings. Any amendment or modification must be in writing and signed by both Parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No failure or delay by either Party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original but all of which together shall constitute one instrument.

17. MISCELLANEOUS

17.1 Relationship of Parties. The Parties are independent contractors and nothing in this Agreement shall create an employment, partnership, joint venture, or agency relationship.

17.2 Publicity. Neither Party shall use the other Party's name, logo or trademarks in promotional materials without prior written consent, except that Licensee may identify Licensor as the owner of Licensed Content in video credits and descriptions.

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