CONTENT PROVIDER AGREEMENT

This Content Provider Agreement, herein referred to as the "Agreement," made this
_______ day of ______________ 20__ between XXX, LLC, herein referred
to as “The company” and _______________________ herein referred to as “The
content contributor”. Herein all together referred to as “the parties”.
WHEREAS the company will allow the content creator to upload Content onto the
NUMA streaming platform.
THEREFORE, the content creators have agreed to provide and/or assist in providing
the Content subject to the terms and conditions enumerated as follows:
1. TERM OF THE AGREEMENT.
This agreement shall be in effect from ______________________ and will be on a
month-to-month basis. The parties hereby agree to be bound by this said Agreement
willingly and entered into without undue influence.
2. THE CONTENT.
The content creator shall supply and/or provide Christian sermons and Bible
teaching content to the company in accordance with the terms of this Agreement and
shall discharge all of the obligations and responsibilities associated with the
provisions of this Agreement and the instructions from the company.
When creating a NUMA exclusive video, the content creator must include a scripted
intro at the beginning of the video. “Hello, this is ____, and you’re watching a NUMA
exclusive.”
The company will distribute this Content through apps, TV apps, websites, and any
and all digital means. However, the company does not guarantee these distribution
points.
The company will also use the submitted Content for marketing and ads. The
company will use images, audio, the content creator’s likeness, etc.
Anything submitted by the content creator can be used for the company’s marketing
and ads and branding and websites, etc. The company will run these ads in all forms
conceivable but make no guarantees in utilizing the content creator’s work or
likeness for ads or marketing.

The company reserves the right to edit and change titles, descriptions, thumbnails,
and other video components. Anything on our platform can be changed, altered,
edited, censored, and corrected.
The provided Content should be original work of art by the content creator.
3. PAYMENT TERMS.
In consideration of the performance of the Agreement, the company and the content
provider have mutually agreed on the mode of compensation for the services
rendered herein is that the content creator will pay a one-time fee of $3,500 for
lifetime use of the NUMA streaming platform. This entitles the content creator to
upload a video once a week.
The videos must be between 12 to 35 minutes and must meet all the obligations
outlined in the terms herein.
The company may waive this fee at its discretion.
The content creator will receive a custom affiliate code. This code will give them $1
per subscription per month for the lifetime of each subscription that they garner using
their code.
If the subscriber they brought in with their code cancels their subscription, the
content provider will no longer receive their earnings.
Earnings will be stopped the moment the contract is canceled.
The affiliate payments will be tracked by third-party software (rewardful) and paid
monthly.
The payments will be delayed by three months to allow any refunds.
Parties herein agree that if the content creator’s contract is canceled for any reason,
they forfeit all future earnings and must leave uploaded Content on the platform.
4. CHANGES/MODIFICATIONS.
Any party herein can request any changes to the terms in the Agreement and/or the
scope of work or service being performed and any cost associated with change
requests upon a written request (which will not be unreasonably withheld). Parties
will prepare an addendum to this contract, which must be signed by all the parties
involved.
5. INTELLECTUAL PROPERTY.

The content creator acknowledges that the Content and other intellectual property
rights contained in the presented Content developed under this Agreement and
handed over to the company shall belong to the company and waives any claim on
any title to such rights under or by virtue of this Agreement.
If the content creator’s contract is canceled or terminated for any reason, the
exclusive NUMA content they created will remain the company’s exclusive property.
6. TERMINATION.
The company has the right to terminate this service Agreement for any reason,
which may include but is not limited to;-
i. If the content creator doesn’t upload the NUMA exclusive content at the
agreed-upon frequency,
ii. If the content creator doesn’t upload regular Content at the agreed-upon
frequency,
iii. The Content provided is copied work.
iv. The Content does not meet the satisfaction of the audience.
v. The content provider makes several simultaneous late submissions of their
Content.
Any termination of this Agreement does not discharge a party from any accrued
rights or liabilities of either Party arising from the conduct and/or existence of this
Agreement.
7. OWNERSHIP OF THE CONTENT.
The content creator acknowledges and agrees that all the Content provided is a
proprietary, original work of authorship or licensed or assigned to the company and
is protected under copyright, trademark, patent, and trade secret laws of general
applicability.
No matter the circumstances surrounding the termination of the contract herein, the
company keeps the non-exclusive rights to continue using the regular content
uploaded to the streaming platform.
The Content uploaded during the term of this contract will stay on the NUMA
streaming platform, even if the content creator’s Agreement is terminated. However,
the company is not obligated to keep the Content uploaded onto its streaming
platform if it does not wish to.

8. NO PARTNERSHIP.
Nothing in this Agreement constitutes and/or alludes to a partnership, joint venture,
or agency relationship between the company and the content provider.
9. CONFIDENTIALITY.
All the terms and conditions of this Agreement and any confidential information must
be kept confidential unless disclosure is required under the law.
Disclosing or using this information for any purpose beyond the scope of this
Agreement or the exceptions set forth above is expressly forbidden without the
Parties’ prior consent.
The Parties agree that the confidentiality clause in this Agreement will remain active
and in power even upon the termination of this Agreement.
10. LIMITATION OF LIABILITY.
Neither Party shall be liable for any indirect or consequential loss or damage
howsoever caused by the other Party leading to loss of profit, anticipated savings, or
wasted expenditure incurred out of or in connection with this Agreement.
11. WARRANTIES.
The content provider warrants as follows;-
i. The Content provided is free from any plagiarism and/or breach of any
intellectual rights of third parties and free of any malware for use by the
company.
ii. They will bear the consequences should they upload copyrighted work.
iii. They will upload a video weekly.
iv. They will submit a video in line with the company’s production standards.
v. They will make a NUMA exclusive video once every month (when uploaded,
the exclusive video will fulfill their upload obligation for the week it’s
uploaded).
vi. They will not add clickable links to their Content without the company’s
permission.
vii. They will not feature third-party ads in the Content they submit.
viii. They will not delete videos (even their own) from the company’s platform
without the company’s permission.
The company warrants as follows; –

i. That it’s the owner of the business and has obtained all the legal required
rights and consents to put up the Content provided by the content provider
and will not go forth with any content that infringes any rights of copyrights of
any third parties.
ii. There are no guarantees about the success of the content creator’s Content.
No employee or agent is authorized to make any representation or warranty on
behalf of the company or the content creator other than those contained in this
Agreement. This warranty is non-transferable.
12. DISPUTE/CONFLICT RESOLUTION.
The company and the content creator hereby mutually agree to have mutual
negotiations in good faith if there arises a dispute and/or conflict concerning the
services, interpretation, obligations, etc., envisioned under this Agreement. If the
negotiations fail, parties may resolve the issue/dispute/conflict through neutral
Arbitration. The decision and award of the arbitrator shall be final and binding on all
parties, and the costs of such proceedings shall be borne equally by both parties.
13. INDEMNIFICATION.
The content creator agrees to indemnify and hold harmless the company and its
directors, employees, and agents from and against all liability, claims, demands, and
expenses, including court costs and attorney fees, on account of any claim which
may arise out of the Content provided.
14. NO ASSIGNMENT.
The parties may not assign or delegate, sublicense or otherwise transfer this
Agreement or its services to be performed or obligations under this Agreement to
other third parties.

15. WAIVER.
No waiver by either Party of any default shall be deemed a waiver of prior or
subsequent default of the same of other provisions of this Agreement.
16. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of
the state of Texas.

17. FORCE MAJEURE
For this Agreement, "Force Majeure" means an event that a diligent party could not
have reasonably avoided in the circumstances, which is beyond the control of a party
and includes,
but is not limited to war, riots, civil disorder, earthquake, storm, flood, adverse
weather conditions, strikes, lockouts or other industrial action, terrorist acts,
bankruptcy, confiscation, or any other
action by government agencies.
A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered
a breach of this Agreement provided that the Party has taken all reasonable
precautions, due care, reasonable alternative measures, and minimal delay to carry
out the terms of this Agreement.
18. NOTICES.
All notices must be in writing and addressed to the attention of the other Party. The
Notice will be deemed given:
i. When verified by written receipt if sent by personal or overnight courier, when
received if sent by mail without verification of receipt, or within three business
days of posting if sent by registered or certified post; or
ii. When verified by automated receipt or electronic mail if sent by email to the
fax number or email address, as applicable.
19. SEVERABILITY.
Suppose any term, clause, or provision hereof is held invalid or unenforceable by a
court of competent jurisdiction. In that case, such invalidity shall not affect the validity
or operation of any other term, clause, or provision, and such invalid term, clause, or
provision shall be deemed to be severed from the Agreement.
20. ENTIRE AGREEMENT.
This Agreement, and all documents referenced herein, is the Parties’ entire
Agreement relating to its subject and supersedes any prior or contemporaneous
agreements.
IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized
representatives of the parties.

Signed by; –
NUMA MEDIA, LLC ) Designation: ……………………………….
) Signature: ………………………………….
) Email Address: ……………………………

) Telephone: …………………………………
) Date: ………………………………………..

Signed by; –
The Content provider ) Name: ……………………………………
) Signature: ………………….………………
) Email Address: ……………….…………..
) Telephone: …………………………………
) Date: ……………………………………….

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