This document sets up a business relationship between a company that sends
entertainment and/or informational programming to end users, and a second company
that provides content to the first company. This document may be used by the content
provider or by the content distributor. It contains both standard clauses as well as
opportunities for customization to ensure that the understandings of the parties are
properly set forth. Use the agreement when a business or person wishes for another
business or person to distribute its content. This agreement is also useful for
content distributors whose services are being requested by content providers.
CONTENT DISTRIBUTION AGREEMENT
This agreement (the â€œAgreementâ€), between _________________ [PROVIDE NAME OF THE PARTY WHO
WILL BE PROVIDING CONTENT] (hereinafter, "Content Provider") and ________________ [PROVIDE NAME
OF PROGRAMING COMPANY] (hereinafter, "Company"), dated __________________, 201___. CONTENT
PROVIDER is a company organized under the laws of the state of __________, with its principal office(s) at
___________________ [PROVIDE ADDRESS OF CONTENT PROVIDER]. ____________________ [PROVIDE
NAME OF COMPANY] is a company organized under the laws of the state of ____________, with its principal
office(s) at _________________ [PROVIDE ADDRESS OF COMPANY].
1. __________________ [PROVIDE NAME OF COMPANY] owns and distributes an interactive entertainment
service (hereinafter, the "Service"), that offers programming services. These Services are viewable by end users via
electronic access devices, including but not limited to: Cable and global media delivery services, personal computers,
mobile wired and wireless devices (e.g., iPads, smart phones, netbooks, etc.), and digital cable delivery mechanisms.
2. CONTENT PROVIDER has developed, is developing, or will develop programming, or, will acquire or have acquired
rights to such programming.
3. COMPANY wishes, by using COMPANY'S services, to distribute programming provided by CONTENT PROVIDER
to end users, and CONTENT PROVIDER wishes for COMPANY to distribute and/or transmit such programming to end
4. This agreement, therefore, in exchange for fair consideration--the sufficiency of which is acknowledged by both
parties--the parties now agree as follows:
A. â€œAccess Centerâ€ shall mean any Person authorized or otherwise allowed to permit End Users
access to data generated or otherwise transmitted by Transmission Company.
B. â€œAdvertiserâ€ shall mean an entity purchasing video and/or banner advertising slots.
C. â€œElectronic Streamingâ€ shall mean the transmission, broadcast or electronic communication (such
transmission, broadcast or electronic communication being in any form now known or hereafter
to become known including, without limitation, by means of cable, wire, fiber of any material,
over-the-air in any frequency band, master antenna, satellite master antenna, low power
communications, closed circuit communications, single and multi-channel multipoint distribution
service and direct to TVRO (i.e., satellite receive only) or satellite transmission) of a data stream
pursuant to subscription, license, or other understanding.
D. â€œEnd Userâ€ shall mean any Person capable of accessing data from an Access Center or
Transmission Company through Electronic Streaming, Broadcast Transmission and/or Video On
Demand service via Internet or Set Top Box.
E. To â€œMake Availableâ€ shall mean, with respect to Programming provided or to be provided by
CONTENT PROVIDER to COMPANY and CONTENT PROVIDER obligations hereunder, to
provide to COMPANY a confirmation of the grant of all rights and licenses necessary for
transmission or other distribution, public performance, sub-licensing and other exploitation of
such Programming in accordance with the terms and conditions herein.
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F. â€œPersonâ€ shall mean any individual, firm, corporation, general or limited partnership, joint
venture, trust, association, unincorporated entity of any kind, or any federal, state or local
governmental regulatory authority.
G. â€œProgrammingâ€ shall mean visual (including, without limitation motion pictures and still
photograph), sound recording (including, without limitation, spoken words and music) and
H. â€œRevenuesâ€ shall mean monies actually collected by CONTENT PROVIDER in payment from
Advertisers, or their authorized agents, for advertisements transmitted by Electronic Streaming in
I. â€œServiceâ€ shall mean transmissions that are viewable by end users via electronic access devices,
including but not limited to: Cable and global media delivery services, personal computers,
mobile wired and wireless devices (e.g., iPads, smart phones, netbooks, etc.), and digital cable
J. â€œTermâ€ shall mean as defined in Section 3 below.
K. â€œTerritoryâ€ shall mean the entire Earth, all orbital positions, and all other areas in outer space.
L. â€œTransmission Companiesâ€ shall mean companies selected by COMPANY to transmit or
otherwise distribute Programming through Electronic Streaming, Broadcast, and/or Video On
Demand to Access Centers for use in connection with the Service.
M. â€œUseâ€ shall mean, collectively or individually, interact with, copy or otherwise reproduce, store,
display, play, perform or other exploit.
2. GRANT OF LICENSE:
A. Subject to the terms and conditions contained herein, CONTENT PROVIDER hereby grants to
i) a right and license to Use Programming provided or to be provided by CONTENT
PROVIDER, including, a right to reproduce--under all applicable intellectual and commercial
property rights (including trademark rights)--such Programming onto Files (as defined in Section
4(D). This license will be non-exclusive.
ii) a non-exclusive right and license to provide copies of such Files to Transmission Companies
and Access Centers and to provide, through Electronic Streaming, such Programming to
Transmission Companies and/or Access Centers;
iii) a non-exclusive right and license to sub-license or otherwise authorize Transmission
Companies and Access Centers to provide such Programming through Electronic Streaming for
Use by End Users in the Territory,
iv) a non-exclusive right and license to sub-license, through the Access Centers or such Access
Centersâ€™ agents, the Use of such Programming by End Users;
v) a non-excl