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Distribution Rights Agreement

This Distribution Rights Agreement ("Agreement") is made and entered into as of the date of last signature below (the "Effective Date"), by and between SwiftMedia Distributions, a United States company with its principal place of business located at [address] ("Distributor"), and Visionary Productions, a United States company with its principal place of business located at [address] ("Producer").

1. Grant of Rights

1.1. Exclusive Rights

Subject to the terms and conditions of this Agreement, Producer hereby grants to Distributor, and Distributor hereby accepts, the exclusive, transferable, sublicensable right and license to distribute, market, and sell the documentary films listed in Schedule A attached hereto (the "Documentaries") in all media formats and through all distribution channels worldwide (the "Territory").

2. Distribution Channels

Distributor shall have the right to distribute the Documentaries through, but not limited to, the following channels: (a) television broadcast(s), (b) streaming platforms, (c) video-on-demand services, (d) home video (e.g., DVD, Blu-Ray), (e) theatrical release, and (f) public performance rights for educational, organizational, or other non-commercial purposes (collectively, the "Channels").

3. Term

This Agreement shall commence on the Effective Date and shall continue in full force and effect for an initial period of five (5) years (the "Initial Term"), unless earlier terminated in accordance with the terms hereof. The term shall automatically renew for additional one (1) year periods (each a "Renewal Term") unless either party provides written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current term. The Initial Term and any Renewal Terms are collectively referred to herein as the "Term."

4. Revenue Sharing

4.1. Calculation of Net Revenues

For each Documentary, and for each Channel through which such Documentary is distributed and/or monetized, "Net Revenues" shall mean the total gross revenues actually received by Distributor from the exploitation of the Documentaries in the Territory, less any taxes, value-added taxes (VAT), sales taxes, duties, levies, fees, tariffs and other governmental charges, any returns, refunds, chargebacks, allowances, price reductions, or adjustments, and any amounts paid by Distributor to third parties in connection with the distribution and monetization of the Documentaries, including, without limitation, costs directly related to the manufacturing, marketing, transportation, insurance, storage, and delivery of the Documentaries, customary fees and commissions paid to sub-distributors, sales representatives, and agents, and reasonable promotional expenses and including, without limitation, any allocation, participation, royalty, or other payment payable to any third party owning or controlling rights in or to any material contained in the Documentaries.

4.2. Revenue Share

During the Term, Distributor shall pay to Producer on a calendar quarterly basis a sum equal to fifty percent (50%) of the Net Revenues generated from the distribution and monetization of the Documentaries through the Channels. Within thirty (30) days following the end of each calendar quarter, Distributor shall provide Producer with a statement detailing the calculation of Net Revenues for such quarter, together with payment of the applicable revenue share. Each statement shall be accompanied by reasonable supporting documentation.

4.3 Audit Rights

Producer shall have the right, at its own expense and upon reasonable written notice, to examine, inspect, and audit Distributor's books and records relating to the distribution and monetization of the Documentaries during normal business hours and no more than once per calendar year. In the event any such audit reveals an underpayment of royalties due and payable to Producer, Distributor shall promptly remit such underpayment to Producer, plus interest calculated at the rate of four percent (4%) per annum from the date such payment was originally due and payable.

5. Representations and Warranties

5.1. Producer's Representations

Producer hereby represents and warrants to Distributor that:
(a) Producer is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization;
(b) Producer has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;
(c) Producer owns and/or controls all rights in and to the Documentaries necessary to grant the rights and licenses contemplated herein; and
(d) The Documentaries do not infringe any third-party intellectual property rights.

5.2. Distributor's Representations

Distributor hereby represents and warrants to Producer that:
(a) Distributor is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization;
(b) Distributor has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

6. Indemnification

Each party shall indemnify, defend, and hold harmless the other party, its affiliates, and their respective officers, directors, employees, representatives, and agents from and against any and all third-party claims, damages, liabilities, costs, and expenses, including, without limitation, reasonable attorneys' fees and costs, arising out of or resulting from (a) a breach or alleged breach of any representation, warranty, or covenant made by the indemnifying party under this Agreement, and (b) any claim that the exploitation of the Documentaries by Distributor, or the exercise by Distributor of any of the rights granted hereunder, infringes or violates any intellectual property or other proprietary rights of any third party.

7. Termination

7.1. Termination for Breach

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

7.2. Termination for Insolvency

Either party may terminate this Agreement upon written notice to the other party if the other party becomes insolvent or bankrupt, makes an assignment for the benefit of creditors, or is dissolved or liquidated.

7.3. Rights Upon Termination

Upon the expiration or termination of this Agreement for any reason: (a) all rights and licenses granted to Distributor hereunder shall immediately terminate, (b) Distributor shall cease all distribution and monetization of the Documentaries, and (c) any amounts then due and owing to Producer shall become immediately payable.

8. Governing Law and Dispute Resolution

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the United States and the State of [applicable state], without giving effect to any conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by arbitration in accordance with the rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

9. Miscellaneous

9.1. Entire Agreement

This Agreement, together with any exhibits, schedules, or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, in connection therewith.

9.2. Amendments and Waivers

This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by both parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof, nor shall any waiver constitute a continuing waiver.

9.3. Assignments

Neither party may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that either party may assign this Agreement to a successor in interest upon a sale of all or substantially all of its assets or equity, a merger, or other business combination.

9.4. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

SwiftMedia Distributions Visionary Productions

By:______________________ By:______________________
Name: Name:
Title: Title: