CONTENT AGREEMENT
This Content Agreement, hereinafter referred to as "Agreement," is entered into and
made effective as of ____________________________ (the "Effective Date") by and
between the following parties: BeSpire Tv of Wyoming ("Company”) AND
______________________________ of ________________________, Contact
Information: ____________________(‘Client”)
The parties may be referred to individually as "Party" and collectively as the "Parties."
ARTICLE 1 -PURPOSE
Within this Agreement, the Client agrees to promote the BeSpire TV content and host a
show on BeSpire TV. The Company allows the Client to employ their expertise and
creativity in hosting the show. Each Client will have an option to participate in the
following: Marketing Training, Monthly Team Calls, Referral Program, Cross
Promotions, Monthly Stats, Discounted Services, and Email Support.
ARTICLE 2 – TERM & TERMINATION:
This Agreement shall commence on and continue effectively for 6 months or 12 months.
This Agreement may also be terminated by either Party, upon notice in writing:
a) If the Client commits material breach such as failing to turn in required work or
turning in content that is disrespectful or discriminative of any race, gender, culture and
sexual orientation and content that is sexually explicit.
b) If the other Party becomes unable to perform its duties hereunder, including a duty to
pay or a duty to perform.
Company specifically reserves the right to terminate this Agreement if Client violates
any of the terms outlined herein, including, but not limited to, violating the intellectual
property rights of the Company or a third party, failing to comply with applicable laws or
other legal obligations, and/or publishing or distributing illegal material.
If the Client/Non-profit cancels this Contract before the termination date, he/she will be
responsible for paying 50% of the remaining balance due on the contract.
ARTICLE 3- COMPENSATION
$ 499 is due at contract signing for all contracts. However, the monthly retainer will
depend on the term of the agreement. For 12 month option, the Client will be required to
pay a monthly retainer fee of $ 95. For 6 months contracts, the Client will be required to
pay a monthly retainer fee of $ 105 per month.
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For nonprofits, they have the option of paying $ 499 at contract signing or selecting a
payment plan from the available options. The Plans are as follows:
Plan A: Pay $ 247.50 at contract signing with the balance due within 90 days. Plan B:
Pay $ 166.33 at contract signing with the balance due within 60 days.
Commission. All Content Creators and Show hosts are eligible to participate in the
Referral program. If a Content Creator or Show Host (‘Client’) refers another Client to
the Company who signs a Contract, pays his or her upfront fee, and airs their content or
show for at least 3 months on the BeSpire Platform, the referring Client will receive a $
100 commission payment.
ARTICLE 4 – NON-EXCLUSIVITY:
Nothing in this Agreement shall be deemed to create an exclusive relationship between
Company and Client. The Client is free to work with other Companies and Company
may hire additional Clients.
Sponsorships; Any advertisers or sponsors that the Client acquires to support his/her
show or content, can be aired on BeSpire TV. BeSpire TV will not require any
compensation or revenue share from those sponsorships or advertisers acquired by the
Client to specifically support his/her show or content.
Commercials and Advertisements: BeSpire TV can place commercials and
advertisements into the shows or content submitted by the Client. These Commercials
and Advertisements are not subject to revenue sharing between BeSpire TV and the
Client.
ARTICLE 5 – INTELLECTUAL PROPERTY:
Client and Company each agree that any intellectual property, including copyrights,
trademarks, trade secrets, patents, and other intellectual property belonging to the
respective Parties shall remain owned by the respective Parties. No transfer of
ownership of intellectual property may take place under this Agreement.
Subject to the limitations listed below, each Party hereby grants the other a non-
exclusive, non-transferable, revocable license to use their intellectual property solely
and exclusively in conjunction with this Agreement. No Party may modify the other
Party’s intellectual property in any way. Specifically, Company grants Client the license
to use Company’s brand name and, if applicable, logo, below:
BeSpire TV
Either Party may revoke this license at any time, including if any misuse of intellectual
property is found. This license will terminate at the expiration of this Agreement.
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Unauthorized use of any Party’s intellectual property shall be considered unlawful
infringement and each Party reserves all rights, including the right to pursue an
infringement suit in federal court.
ARTICLE 6 – COMMUNICATION:
Client agrees to maintain open communication with Company, including promptly
responding to calls, messages, and emails. Company agrees to maintain open
communication with Company, including promptly responding to calls, messages and
emails. In the event either party fails to respond within 5 business days, such action
shall be treated as a Material Breach, upon which the non-breaching party shall send a
final correspondence. Failure to respond within 48 hours shall immediately terminate
this agreement.
ARTICLE 7 – COMPLIANCE:
Client warrants and agrees to maintain full compliance with all) rules and regulations, as
well as any other applicable laws.
ARTICLE 8 – CONFIDENTIALITY:
The Parties acknowledge and agree that Confidential Information, as defined below,
may be exchanged in the course of the Parties’ relationship. Each Party shall maintain
the secrecy of the other Party’s Confidential Information throughout the duration of this
Agreement, as well as for a period of three (3) years after the termination of this
Agreement. Confidential Information shall be defined as any information which is
confidential and commercially valuable to the Party owner of that information.
Confidential Information may be in the form of documents, techniques, methods,
practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment,
algorithms, models, samples, software, drawings, sketches, plans, programs or other
oral or written knowledge and/or secrets and may pertain to, but is not limited to, the
fields of research and development, forecasting, marketing, personnel, customers,
suppliers, intellectual property and/or finance or any other information which is
confidential and commercially valuable. Confidential Information shall not mean any
information which:
a) is known or available to the public at the time of disclosure or became known or
available after disclosure through no fault of the non-owner Party;
b) Is already known, through legal means, to the non-owner Party;
c) Is given by the owner Party to third parties, other than the non-owner Party, without
any restrictions;
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d) Is given to the non-owner Party by any third party who legally had the Confidential
Information and the right to disclose it; or
e) Is developed independently by the non-owner Party and the non-owner Party can
show such independent development.
ARTICLE 9 – MODIFICATION & VARIATION:
The Parties may modify the terms of this Agreement upon written notice. However, such
modification is subject to acceptance by the non-modifying Party. If the non-modifying
Party does not agree to the updated terms, that Party may terminate this Agreement.
Upon termination, all Fees earned but not paid to Client will be due.
To the extent any part or sub-part of the modified Agreement is held ineffective or
invalid by any court of law, the Parties’ agree that the prior, effective version of this
Agreement shall be considered enforceable and valid to the fullest extent.
ARTICLE 10- INDEMNIFICATION:
Client agrees to defend and indemnify Company and any of its agents (if applicable)
and hold Company harmless against any and all legal claims and demands, including
reasonable attorney’s fees, which may arise from or relate to Client’s conduct or actions.
Company shall be able to select its own legal counsel and may participate in its own
defense, if Company wishes. Company agrees to defend and indemnify Client and hold
Client harmless against any and all legal claims, demands, including reasonable
attorney’s fees which may arise out of third-party claims or incidentals arising out of the
Company’s business.
ARTICLE 11- GENERAL PROVISIONS:
a. LANGUAGE: All communications made or notices given pursuant to this
Agreement shall be in the English language.
b. DISPUTE RESOLUTION: In case of a dispute between the Parties relating to or
arising out of this Agreement, the Parties shall first attempt to resolve the dispute
personally and in good faith.
c. ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be
assigned, sold, leased or otherwise transferred in whole or part by either Party.
d. SEVERABILITY: If any part or sub-part of this Agreement is held invalid or
unenforceable by a court of law or competent arbitrator, the remaining parts and
sub-parts will be enforced to the maximum extent possible. In such condition, the
remainder of this Agreement shall continue in full force.
e. NO WAIVER: In the event that any Party fails to enforce any provision of this
Agreement, this shall not constitute a waiver of any future enforcement of that
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provision or of any other provision. Waiver of any part or sub-part of this
Agreement will not constitute a waiver of any other part or sub-part.
f. HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts
under this Agreement are for convenience and organization, only. Headings shall
not affect the meaning of any provisions of this Agreement.
g. FORCE MAJEURE: The Parties are not liable for any failure to perform due to
causes beyond their reasonable control including, but not limited to, acts of God,
acts of civil authorities, acts of military authorities, riots, embargoes, pandemics,
acts by Cuomo, epidemics, acts of Government, acts of nature and natural
disasters, and other acts which may be due to unforeseen circumstances.
h. ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications
are permitted to both Parties under this Agreement, including email or fax.
i. GOVERNING LAW. This Agreement will be governed by the laws of the State of
Wyoming.
IN WITNESS WHEREOF, the Parties execute this Agreement as follows:
Name: ______________________________
Signature: ______________________________
Date: ______________________
Name: ___________________________
Signature: _________________________
Date: _____________________________
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