STREAMING MEDIA SERVICE AGREEMENT

STREAMING MEDIA SERVICE AGREEMENT

THIS STREAMING MEDIA SERVICE AGREEMENT (the “Agreement”)  dated this ________________ day of ______________, 20____

BETWEEN:

Relationship Entertainment Television of XXXX
(the “Client”)

– AND –

_________________________ of _________________________
(the “Contractor”).

WHEREAS:

  1. The Contractor has the necessary qualifications, expertise, experience and abilities to provide streaming media services to the Client.
  2. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
  3. The Contractor has undertaken to comply with such terms and Conditions set out herein.
  4. Both parties are now bound by the terms of this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

  1. Definitions and Interpretation
  • In this Agreement, except to the extent expressly provided otherwise:

“Agreement” means this Agreement and any amendments to this Agreements which may be made from time to time;

“Effective Date” means the date of execution of this Agreement;

“Good Standing” means compliance with all explicit obligations set out, while not being subject to any form of sanction, suspension or disciplinary censure.

“Proprietary or Confidential Information” includes, without limitation, (i) written or oral contracts, business methods, business policies, computer retained information, notes, or financial information among other related documents.

  • Any annexures or schedules to this Agreement shall form an integral part of and be construed in accordance with this Agreement.
  • Reference to any Party hereto shall, where the context admits, be deemed to include, as appropriate, its permitted successors, personal representatives or assigns.
  • The headings in this Agreement are included for convenience only and shall not affect the interpretation or construction of this Agreement.
  • Words denoting the singular shall include the plural and vice versa.
  • Words denoting any gender shall include a reference to each other gender.

Services Provided

  1. The Client hereby agrees to engage the Contractor to provide the Client with services (the “Services”) consisting of Provision of multi-media content to air on Relationship Entertainment Television® streaming platforms.
  2. Parties may also agree on the provision of other services not included in this Agreement provided that such other services will be in writing and signed by both parties.

 

  1. The Contractor will complete at least two (2) seasons within the calendar year. (A season consists of 4 calendar months). Unless otherwise agreed in writing, failure to complete the aforementioned two seasons will result in breach of a fundamental term which may lead to the termination of this contract and the Client shall be at liberty to pursue compensation.
  2. The Contractor shall present the necessary shows within the timeframe agreed upon with the Contractor. The Contractor shall reserve the right to review the show and determine if the said show will be aired.
  3. The Contractor shall at all times adhere to the guidelines set out by the Client in ensuring the continuity of the professional relationship of the parties.
  4. The Client shall not be liable for any suits or legal responsibility that may arise as a result of content that spark outrage amongst viewers. Further, should the Client be enjoined in such suit or responsibility, the Contractor shall indemnify and hold the Client harmless.
  5. As a sign of good faith and interest in lasting professional relationships, contractors who have previously submitted shows to the Client shall not be charged any contributors fees while submitting subsequent shows for as long as they remain in good standing with the Client.
  6. Good standing shall be solely determined by the Client and shall be informed by the relations that the two parties have previously had.
  7. In the event that a Contractor falls out of good standing with the Client, such Contractor shall be required to pay Contributor’s fee notwithstanding that they are presenting a subsequent show to the Client herein. Such fee shall be invoiced well in advance.

Term of Agreement

  1. The term of this Agreement (the “Term”) shall begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement/up to the completion of the agreed number of seasons.
  2. It is understood and agreed that, with respect to any termination of this Agreement, parties shall be bound to perform their obligations as of the date of notice of termination.
  3. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide at least 30 days’ notice to the other Party.
  4. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
  5. This Agreement may be terminated at any time by mutual agreement of the Parties.
  6. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

Performance

  1. Each party shall fulfill their agreed obligations and ensure an efficient working relationship is fostered between the Parties herein.
  2. Force Majeure
    • In this Section “Force Majeure” shall mean any event beyond the reasonable control of the Parties, and which is unavoidable notwithstanding the reasonable care of the party affected, and shall include but not be limited to war, insurrection, riot, civil unrest, sabotage, boycott, embargo, explosion, fire, earthquake, flood, unavoidable accident, epidemic, act of God, action or inaction of any governmental official or agency (civil or military) and refusal of any licences or permits, if properly applied for.
    • If either Party is prevented from or delayed in performing any of its obligations under this Agreement by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances thereof within fourteen (14) days after the occurrence of such event.
    • The Party who has given such notice shall be excused from the performance or punctual performance of its obligations under this Agreement for so long as the relevant event of Force Majeure continues and to the extent that such Party’s performance is prevented or delayed. The occurrence of any event of Force Majeure affecting either party shall not give rise to any claim for damages or additional costs and expenses suffered or incurred by reason of Force Majeure.

Currency

  1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in US Dollars.

Compensation

  1. For the services (use of RETV platform) rendered by the Client as required by this Agreement, the Contractor will provide compensation (the “Compensation”) to the Client for broadcasting and advertising on Client platform at the monthly fee of $0.00.

Reimbursement of Expenses

  1. The Contractor will not be reimbursed for expenses incurred by the Contractor in connection with providing the Services of this Agreement.

Confidentiality

  1. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
  2. The Contractor agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client. This obligation will survive the expiration or termination of this Agreement and will continue indefinitely.
  3. All written and oral information and materials disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

Non-Competition

  1. Other than with the express written consent of the Client, which will not be unreasonably withheld, the Contractor will not be directly or indirectly involved with a business which is in direct competition with the particular business line of the Client, divert or attempt to divert from the Client any business the Client has enjoyed, solicited, or attempted to solicit, from other individuals or corporations, prior to the expiration or termination of this Agreement. This obligation will end on the expiration or termination of this Agreement.

Non-Solicitation

  1. The Contractor understands and agrees that any attempt on the part of the Contractor to induce other employees or contractors to leave the Client’s employment, or any effort by the Contractor to interfere with the Client’s relationship with its employees or other service providers would be harmful and damaging to the Client.
  2. During the term of this Agreement and for a period of one (1) year after the expiration or termination of this Agreement, the Contractor will not in any way directly or indirectly:
    1. induce or attempt to induce any employee or other service provider of the Client to quit employment or retainer with the Client;
    2. otherwise interfere with or disrupt the Client’s relationship with its employees or other service providers;
    3. discuss employment opportunities or provide information about competitive employment to any of the Client’s employees or other service providers; or
    4. solicit, entice, or hire away any employee or other service provider of the Client.

Ownership of Materials and Intellectual Property

  1. All intellectual property and related materials (the “Intellectual Property”) including any related work in progress that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use license of this Intellectual Property.
  2. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.

Return of Property

  1. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

Capacity/Independent Contractor

  1. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

Notice

  1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:
    1. Relationship Entertainment Television
      XXXX
    2. _________________________
      _________________________

or to such other address as any Party may from time to time notify the other.

Indemnification

  1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

Legal Expenses

  1. In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.

Modification of Agreement

  1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

Time of the Essence

  1. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Assignment

  1. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

Entire Agreement

  1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Enurement

  1. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.

Titles/Headings

  1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Gender

  1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing Law and Dispute Resolution

  1. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of North Carolina, without regard to the jurisdiction in which any action or special proceeding may be instituted.

Any dispute arising out of or in connection with this Agreement shall be settled amicably by the parties in good faith by whatever means the parties deem appropriate. If the parties cannot themselves resolve any such dispute between them within 14 days from the time the dispute arose, initial resort shall be had to private conciliation or mediation in a form agreed by the parties. If within a further 14 days after the dispute has arisen a satisfactory private conciliation or mediation process has not been agreed upon by the parties, or if within 30 days after the dispute has been submitted for private conciliation or mediation it has not been resolved to the satisfaction of the parties, then the dispute may be submitted for final and conclusive resolution to the court.

Severability

  1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

  1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this _______________ day of ___________________, 20_______.

Relationship Entertainment TelevisionPer:____________________________ (Seal)
_______________________________
______________________(Contractor)

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