Free Digital Content Distribution Agreement Creator - Create Online

Digital Content Distribution Agreement

This Digital Content Distribution Agreement (the "Agreement") is entered into as of [Date], by and between Digital Creations Media LLC, a [State] limited liability company located at [Address] ("Licensor"), and Global Media Networks Inc., a [State] corporation located at [Address] ("Licensee").

1. License Grant

1.1. Scope of License

Licensor hereby grants to Licensee a non-exclusive, non-transferable, limited right and license to use, distribute, and publicly display the digital content described herein (the "Content") through Licensee's digital platforms for the duration of the Term, as defined in Section 4, subject to the terms and conditions set forth in this Agreement. The Content consists of a series of high-definition video documentaries titled "World Wonders Unveiled" (the "Documentaries").

2. Distribution Channels

2.1. Permitted Distribution Channels

Licensee shall distribute the Content solely through Licensee's own digital platforms, including, but not limited to, streaming services, video-on-demand platforms, and websites operated or controlled by Licensee (collectively, the "Distribution Channels").

2.2. Prohibited Distribution Channels

Licensee shall not distribute, sublicense, or display the Content through any unauthorized Distribution Channels. Licensee is specifically prohibited from distributing the Content through third-party websites, platforms, or services without Licensor’s prior written consent.

3. Revenue Sharing

3.1. Revenue Sharing Percentage

Licensee shall pay Licensor royalties based on gross revenues generated by the distribution of the Content through the Distribution Channels. Such royalties shall be calculated as [XX]% of Licensee's gross revenues from the Content (the "Revenue Share").

3.2. Reporting and Payment

Licensee will provide Licensor with quarterly royalty reports on or before the 45th day following the end of each calendar quarter during the Term, setting forth the gross revenues generated by the Content and the calculation of the Revenue Share due to Licensor for such quarter. Licensee shall pay the Revenue Share due to Licensor within thirty (30) days following the submission of each royalty report.

3.3. Audit Rights

Licensor shall have the right, not more than once per calendar year, to engage an independent certified public accountant to audit Licensee's books and records solely to verify Licensee's compliance with its royalty reporting and payment obligations under this Agreement. Such audits shall be at Licensor's expense, unless the audit reveals an underpayment of more than 5% of the Revenue Share due for the audited period, in which case Licensee shall reimburse Licensor for the reasonable costs of the audit.

4. Term and Termination

4.1. Term

This Agreement shall commence on the Effective Date and continue for a period of [XX] years, unless earlier terminated as provided herein (the "Term").

4.2. Termination for Cause

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.

4.3. Effect of Termination

Upon termination of this Agreement for any reason, Licensee shall immediately cease distribution and display of the Content and, within thirty (30) days of termination, remit any unpaid Revenue Share to Licensor and delete or destroy all copies of the Content in Licensee's possession or control.

5. Delivery and Acceptance

5.1. Delivery of Content

Licensor shall provide the Content to Licensee in a high-definition digital video format, using a secure electronic delivery method mutually agreed upon by the parties.

5.2. Acceptance of Content

Licensee shall have a period of ten (10) business days from receipt of the Content to review and confirm the technical quality, completeness, and accuracy thereof. If the received Content does not meet the specifications and requirements agreed upon by the parties, Licensee shall notify Licensor in writing of any deficiencies, and Licensor shall have the opportunity to correct such deficiencies and resubmit the Content to Licensee for acceptance.

6. Governing Law

6.1. Governing Law and Compliance

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without reference to conflicts of law principles. The parties expressly agree to be subject to and comply with all applicable United States laws and regulations.

7. Miscellaneous

7.1. Entire Agreement

This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral, relating thereto.

7.2. Amendments

This Agreement may be modified or amended only by a written instrument executed by each party hereto.

7.3. Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. The parties agree that electronic signatures shall have the same legal effect as original signatures and that this Agreement may be executed by electronic signature and delivered by electronic mail.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

_______________________ _______________________
[Full Name] [Full Name]
as an authorized signatory of as an authorized signatory of
Digital Creations Media LLC Global Media Networks Inc.