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What is Distribution Rights Agreement?

Distribution Rights Agreement An agreement outlining the distribution rights for a product or content, defining distribution channels and terms.



Sample template:



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:

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Main Sections of a Distribution Rights Agreement


In this Distribution Rights Agreement, you will see the following sections:

  1. Grant of Rights
  2. Distribution Channels
  3. Term
  4. Revenue Sharing
  5. Representations and Warranties
  6. Indemnification
  7. Termination
  8. Governing Law and Dispute Resolution
  9. Miscellaneous


About each Section - Analysis and Summary:

  1. Grant of Rights : This section explains that the Producer is giving the Distributor the exclusive right to distribute, market, and sell the listed documentary films worldwide. Think of it as the Producer handing over the keys to the Distributor to drive the sales of the documentaries.

  2. Distribution Channels : This part lists the various ways the Distributor can distribute the documentaries, such as through television broadcasts, streaming platforms, video-on-demand services, home video, theatrical release, and public performance rights for non-commercial purposes. It's like outlining the different roads the Distributor can take to reach the audience.

  3. Term : This section sets the duration of the agreement, which is initially five years and can be renewed for additional one-year periods. It also explains how either party can choose not to renew the agreement by providing written notice at least 60 days before the current term expires.

  4. Revenue Sharing : Here, the agreement outlines how the revenue generated from the documentaries will be shared between the Producer and the Distributor. It explains how "Net Revenues" are calculated and states that the Producer will receive 50% of the Net Revenues. The Distributor must provide a statement and payment every quarter, and the Producer has the right to audit the Distributor's records.

  5. Representations and Warranties : In this section, both parties make certain promises to each other. The Producer promises that they have the necessary rights to grant the distribution rights and that the documentaries don't infringe on any third-party intellectual property rights. The Distributor promises that they have the authority to enter into the agreement and fulfill their obligations.

  6. Indemnification : This part states that each party will protect and compensate the other party if any third-party claims, damages, or expenses arise due to a breach of the agreement or if the distribution of the documentaries infringes on any third-party rights.

  7. Termination : This section explains how either party can end the agreement if the other party breaches the agreement and doesn't fix the issue within 30 days, or if the other party becomes insolvent or bankrupt. It also outlines what happens when the agreement ends, such as the termination of rights and licenses and the payment of any outstanding amounts.

  8. Governing Law and Dispute Resolution : This part states that the agreement will be governed by the laws of a specific state in the United States and that any disputes will be resolved through arbitration under the rules of the American Arbitration Association.

  9. Miscellaneous : This final section covers various additional points, such as the agreement being the entire understanding between the parties, how the agreement can be amended or waived, how neither party can assign their rights or obligations without consent, and that the agreement can be executed in counterparts.

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