WEB TV AGREEMENT

WEB TV AGREEMENT

THIS WEB TV AGREEMENT (“this Agreement”), effective as of [Enter Date], is made and entered into by and between  [Enter Name] (“Company”), and [Enter Name] (“Distributor”).

WHEREAS the Company is the owner of all right title and interest, including copyright, in and to, an interactive web-based audio visual content through the Company’s channel known as [Enter Name] (hereinafter “the channel”);

WHEREAS the Distributor offers to distribute the Company’s channel via Pay per View over internet at all platform including WebTV, Mobile TV, Smart TV or set top boxes or any other form of distribution system or devices to the end user in the following territory: [Enter Territory] (hereinafter “the Services”); 

WEREAS the Distributor agrees to perform the services on a non-exclusive basis;

NOW, THEREFORE, in consideration of the foregoing premises, and of the mutual promises and covenants herein contained, the parties, intending to be legally bound, do hereby agree as follows:

 

  1. The Distributor’s Services

 

In fulfillment of its obligations under this Agreement, the Distributor shall perform the following:

 

  1. Provide Mobile TV service on company’s official Google Play/App Store account, named as [Enter Name];

 

  1. Arrange transport of the broadcast signal of the Service from the Company into the territory;

 

  1. Negotiate affiliation agreements to further re-distribute the Service via affiliates in the territory;

 

  1. Provide the Company with a log-in system and credentials thereof, so Company can obtain viewership stats in the Territory, and monitor the revenue flow; 

 

  1. Arrange for distribution of the Service in the Territory, promote and advertise the service to affiliates and subscribers; and

 

  1. Provide technical support and to collect fees.

 

  1. Company’s obligations

 

In fulfillment of its obligations in this Agreeement, the Company shall: 

 

  1. Engage in all development, pre-production, and production activities with respect to the channel, including, without limitation, creating and developing concepts for Programs.

 

  1. Grant Distributor reasonable access to program grids and promotional materials and upon the Distributor’s request in writing, assist the Distributor with promotional activities in the territory; 

 

  1. Comply with the laws of [Enter Country]; and

 

  1. Provide the Distributor the right to sign agreements with affiliates for re-distribution of the Service in the Territory and agree to sign any necessary documents establishing that right.

 

  1. Non-Exclusivity

 

  1. The channel and its contents are protected by copyright, trademark, and other intellectual property laws. Accordingly, the Company gives the Distributor the non- exclusive right to use the trademarks, service marks and other promotional materials relating to the Services in the Territory.

 

  1. The Company agrees and undertakes to grant the Distributor, the Non-Exclusive rights to reserve, downlink, compress, transmit, represent, distribute the Service and all programming included in the Service via Pay Per View over internet at all platform including WebTV, Mobile TV, Smart TV or set top boxes or any other form of distribution system or devices to end user re-distributor in the Territory.

 

  1. Territory

 

The Parties agree that the Territory, for the purpose of this Agreement, means the whole world. 

  • Compensation 

 

  1. The revenue shall be split evenly between the parties, on condition that Company’s viewership worldwide should be alteast 25,000 impressions daily. The Distributor agrees to pay the Company’s share on quarterly basis.

 

  1. The Distributor shall be responsible to collect all revenue on its own. 

 

  1. Confidentiality. 

 

Distributor agrees to keep the terms of this Agreement and Company’s business practices confidential. Therefore, Distributor shall not consent to and/or authorize any person or entity to release such information without the express prior written approval of Company.

 

  1. Representations and Warants

 

Distributor represents and warrants that: (i) Distributor has the full right, power, legal capacity and authority to enter into this Agreement, and to make the representations and warranties contained herein; and (ii) Distributor is not subject to any commitments, obligations, claims or disability that would affect, restrict or interfere with Distributor fully keeping and performing all of the services, covenants and conditions to be kept or performed hereunder. 

 

  1. Term

 

This Agreement shall begin on the effective date, and shall last for five (5) years unless terminated by the Parties under section 9 below. 

 

  1. Termination.

 

This Agreement shall be terminated before the completion of the term in the following circumstances:

 

  1. When the parties mutually agreed to in writing, either Party to this Agreement may cancel and/or terminate this Agreement upon written notice of termination submitted not less than two (2) months in advance of such termination.

 

  1. When there is a material breach of the agreement; and

 

  1. When an event happens subject to Section 10 below.

 

  1. Force Majeure

 

Neither party shall be considered in default of performance of any obligations under this Agreement or the Additional Agreement if such performance is prevented or delayed by Force Majeure. “Force Majeure” shall be understood to be any cause which is beyond the reasonable control of the party affected and which is forthwith, by notice from the party affected, brought to the attention of the other party, including but not limited to war, hostilities, revolution, civil unrest, strike, lockout, epidemic or pandemic, government- ordered restriction or cessation of activity, accident, fire, natural disaster, wind or flood or any requirements of law, or an act of God.

 

  1. Notice

 

Any notice, demand or request required or permitted to be given or made under this Agreement will be in writing and will be deemed given or made when delivered in person, when sent by mail, or postage prepaid, or facsimile, or when telecopied to a party at its address or telecopy number specified below: 

 

If to Host: 

 

[ENTER ADDRESS]  

 

If to Client: 

 

[ENTER ADRESS]

 

  1. Indemnification

 

The Distributor shall promptly on demand indemnify, defend, and hold harmless the Company for and against all claims, liabilities, costs, and expenses (including reasonable attorney’s fees) incurred from any breach by the Distributor of any of the provisions of this Agreement, or breach of any laws, or negligence, fraud, or willful misconduct of the Distributor.

 

  1. Entirety

 

This Agreement sets forth the entire understanding of the parties regarding the subject matter hereof, and supersedes any prior or contemporaneous negotiations, understandings or agreements with respect thereto, and may be altered only by a writing signed by each of them. 

 

  1. Applicable law

 

This Agreement shall be construed in accordance with the laws of the [Enter Country/Jurisdiction] governing contracts made and to be wholly performed therein and with reference to the standards and practices of the [Enter Country/Jurisdiction]’s audiovisual industry. 

 

  1. Successsion and Assignment

 

Company may assign this Agreement and any of its rights hereunder to any third party and this Agreement shall insure to the benefit of Company, its successors and assigns. Distributor may not assign this Agreement, in whole or in part, by operation of law or otherwise, and any such purported assignment shall be deemed void ab initio. In the event of any breach of this Agreement by the Distributor, Company shall cease its programing and may bring an action at law for damages, if any, actually suffered.

 

  1. Copies

 

This Agreement may be executed in any number of copies by the parties hereto in several counterparts, and when each party hereto has signed and delivered at least one such counterpart to the other party hereto, each counterpart will be deemed an original and when taken together will constitute one and the same agreement, which will be binding and effective as to all parties hereto. A facsimile or photocopy signature shall constitute an original signature.

 

  1. Severability

 

The parties agree that if any portion of this contract is found to be void or unenforceable, it SHALL be struck from the record, and the remaining provisions will retain their full force and effect.

 

In Witness Whereof, this Agreement is duly executed by the parties or their duly authorized representatives as set forth below:

 

AGREED TO AND ACCEPTED:

 

DISTRIBUTOR

 

Sign:

 

Full legal Name:   

 

Date:   

 

Address:   

 

COMPANY

 

[ENTER OFFICIAL’S NAME]: _________ (Enter Office)

 

Date: ______________________________

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