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Licensing and Distribution of Media Agreement

1. Definitions

1.1. "Documentary Films"

shall mean the audio-visual works which are educational, non-fiction, and based on factual occurrences, created and owned by Insightful Media Inc.

1.2. "Territory"

shall mean the United States of America and its territories and possessions, where the Documentary Films can be distributed by VisionMedia Distributors under this Agreement.

2. License Grant

2.1. License

Subject to the terms and conditions of this Agreement, Insightful Media Inc hereby grants VisionMedia Distributors a non-exclusive, royalty-bearing, non-transferable, non-sublicensable license to reproduce, distribute, market, publicly perform, and sublicense the Documentary Films in the Territory.

3. Distribution Channels

VisionMedia Distributors shall have the right to distribute the Documentary Films through various distribution channels, including, without limitation, digital media platforms, online streaming services, video-on-demand platforms, over-the-top (OTT) media services, television broadcasters, retail outlets, and educational institutions in the Territory during the Term of this Agreement.

4. Royalties and Payments

4.1. Royalty

VisionMedia Distributors shall pay Insightful Media Inc a royalty equal to twenty percent (20%) of the Net Revenues received by VisionMedia Distributors from sublicensing or distribution of the Documentary Films in the Territory during each calendar year of the Term. "Net Revenues" shall mean the total gross revenues actually received by VisionMedia Distributors from sublicensing or distribution of the Documentary Films, less applicable taxes, fees, commissions, and any returns, allowances, and discounts provided in good faith to customers.

4.2. Payment Schedule

VisionMedia Distributors shall pay the royalties to Insightful Media Inc within forty-five (45) days after the end of each calendar quarter. With each payment, VisionMedia Distributors shall provide Insightful Media Inc with a detailed statement showing sublicensing and distribution revenues and the calculation of royalties due.

5. Intellectual Property Rights

5.1. Ownership

Insightful Media Inc shall retain all right, title, and interest in and to the Documentary Films, including but not limited to copyright, trademark, and other intellectual property rights. No title or ownership rights are transferred to VisionMedia Distributors by virtue of this Agreement.

5.2. Protection of Rights

VisionMedia Distributors agrees to take all commercially reasonable measures to protect and preserve the intellectual property rights of Insightful Media Inc in the Documentary Films and to abide by any guidelines or instructions provided by Insightful Media Inc with respect to the use of such intellectual property. VisionMedia Distributors shall also promptly notify Insightful Media Inc of any infringement or potential infringement of the Documentary Films or Insightful Media Inc's intellectual property rights of which it becomes aware.

6. Term and Termination

6.1. Term

This Agreement shall commence on the Effective Date and shall continue in full force and effect for an initial term of three (3) years (the "Initial Term"), unless earlier terminated in accordance with the terms of this Agreement. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive additional one (1) year periods (each, a "Renewal Term") unless either party provides the other party with written notice of its intention not to renew at least sixty (60) days prior to the expiration of the then-current term.

6.2. Termination for Cause

Either party may terminate this Agreement upon written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof from the non-breaching party. Upon termination for cause, the rights and licenses granted to VisionMedia Distributors under this Agreement shall automatically terminate, and VisionMedia Distributors shall immediately cease any further sublicensing or distribution of the Documentary Films.

7. Representation and Warranties

7.1. Mutual Representations and Warranties

Each party represents and warrants to the other party that: (a) it has the full right, power, and authority to enter into and perform this Agreement; (b) the execution, delivery, and performance of this Agreement by it will not conflict with or breach the terms of any other agreement, instrument, or understanding, or any judgment, order, or decree, to which it is a party or by which it is bound; and (c) it will comply with all applicable laws, rules, and regulations in its performance of this Agreement.

7.2. Insightful Media Inc's Additional Representations and Warranties

Insightful Media Inc further represents and warrants to VisionMedia Distributors that: (a) it is the sole owner of the Documentary Films and has authority to license the rights granted in this Agreement; (b) the Documentary Films do not infringe any third party's copyright, trademark, or other intellectual property rights; and (c) the Documentary Films do not contain any defamatory, libelous or obscene material, or violate any right of privacy or publicity.

8. Indemnification

VisionMedia Distributors shall indemnify, defend and hold harmless Insightful Media Inc, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, demands, actions, suits or proceedings (collectively, "Claims"), and any losses, costs, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) any breach of this Agreement by VisionMedia Distributors; or (b) any infringement, misappropriation or violation of any intellectual property rights, privacy rights, or other rights of any third party by VisionMedia Distributors in connection with its sublicensing or distribution of the Documentary Films under this Agreement.

9. Miscellaneous

9.1. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Delaware, without regard to its conflicts of law provisions. Any disputes, controversies, or claims arising out of or related to this Agreement will be resolved through good faith negotiation, mediation, or binding arbitration, which shall be conducted by a single arbitrator in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association.

9.2. Entire Agreement

This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and commitments, whether written or oral, with respect to the subject matter hereof.

9.3. Amendment and Waiver

This Agreement may be amended or modified only by written agreement of the parties. No waiver of any right or remedy under this Agreement shall be deemed effective unless made expressly in writing and signed by the party to be bound.

9.4. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement shall remain in full force and effect, and such invalid, illegal, or unenforceable provision shall be deemed modified so as to be valid, legal, and enforceable to the maximum extent permitted by law.

IN WITNESS WHEREOF

the parties have caused this Licensing and Distribution of Media Agreement to be executed by their duly authorized representatives as of the Effective Date.

Insightful Media Inc.

____________________________

Name: [Name]

Title: [Title]

VisionMedia Distributors

____________________________

Name: [Name]

Title: [Title]