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LICENSING AND DISTRIBUTION OF VIDEOS AGREEMENT

This Licensing and Distribution of Videos Agreement (the "Agreement") is entered into as of [Date], by and between VistaVision Productions Inc., a [State] corporation, with a principal place of business at [Address] ("Licensor"), and GlobalMedia Distribution LLC, a [State] limited liability company, with a principal place of business at [Address] ("Distributor").

WHEREAS, Licensor owns and wishes to license to Distributor certain video content as described herein, and Distributor wishes to distribute said content in accordance with the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Grant of License

1.1. License

Licensor hereby grants to Distributor, and Distributor hereby accepts from Licensor, an exclusive, non-transferable right and license within the Territory (as defined below) to use, reproduce, distribute, publicly perform, publicly display, and digitally transmit the Licensed Content (as defined below) through the Distribution Channels (as defined below), subject to the terms and conditions set forth in this Agreement.

1.2. Licensed Content

The "Licensed Content" means the educational and training videos provided by Licensor to Distributor, including but not limited to videos covering topics such as leadership development, team building, and workplace safety, as specifically listed and identified in Exhibit A attached hereto and incorporated herein by reference.

1.3. Territory

The "Territory" shall mean the United States.

1.4. Distribution Channels

The "Distribution Channels" shall include, but not be limited to, broadcast, cable, satellite, video on demand, over-the-top platforms, and streaming services.

2. Royalties and Fees

2.1. Royalties

As consideration for the rights granted herein, Distributor agrees to pay Licensor royalties in an amount equal to [Percentage] % of the Net Revenues generated by the Licensed Content during each calendar quarter during the term of this Agreement ("Royalties"). "Net Revenues" shall mean gross revenues actually received by Distributor from the sale or license of the Licensed Content through the Distribution Channels, less any applicable taxes, fees, commissions, returns, or refunds.

2.2. Payment and Reporting

Royalties shall be paid quarterly, within thirty (30) days following the close of each calendar quarter. Distributor shall also provide to Licensor a detailed written statement accompanying each royalty payment, specifying the amount of Net Revenues generated during the applicable quarter and the calculation of the Royalties payable to Licensor.

3. Intellectual Property Rights

3.1. Ownership of Licensed Content

Licensor shall remain the sole and exclusive owner of all rights, title, and interest in and to the Licensed Content, including all copyrights, trademarks, and other intellectual property rights therein. Nothing in this Agreement shall be deemed to transfer any ownership rights in the Licensed Content or any portion thereof to Distributor.

3.2. Trademarks

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Distributor a non-exclusive, non-transferable, royalty-free license to use Licensor's trademarks, trade names, service marks, and logos (collectively, the "Trademarks") in connection with the marketing, promotion, distribution, and sale of the Licensed Content within the Territory and through the Distribution Channels during the term of this Agreement. Distributor shall not sublicense any of its rights in the Trademarks to any third party without the prior written consent of Licensor. Distributor's use of the Trademarks must be in accordance with the guidelines provided by Licensor.

4. Term and Termination

4.1. Term

The term of this Agreement shall commence on the date hereof and shall continue for a period of [Number] years, unless sooner terminated in accordance with the provisions of this Agreement (the "Term").

4.2. Termination for Cause

Either party may terminate this Agreement upon written notice to the other party if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof from the non-breaching party.

4.3. Termination Upon Insolvency

This Agreement shall terminate immediately upon written notice by either party if the other party (i) becomes insolvent; (ii) files or has filed against it a petition for bankruptcy or any similar proceeding; (iii) makes an assignment for the benefit of its creditors; or (iv) has a receiver or trustee appointed for its property.

5. Governing Law and Dispute Resolution

5.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [State], without regard to the conflict of laws principles thereof.

5.2. Dispute Resolution

In the event of any dispute arising out of or relating to this Agreement, the parties agree to submit the matter to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in [City, State], and the award of the arbitrator(s) shall be final, binding, and non-appealable. Any judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

6. Miscellaneous

6.1. Entire Agreement

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior understandings, negotiations, and discussions, whether oral or written, between the parties relating thereto. This Agreement may only be amended in writing and signed by both parties.

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

"Licensee"
VistaVision Productions Inc.

By: ____________________________
Name: __________________________
Title: __________________________

"Distributor"
GlobalMedia Distribution LLC

By: ____________________________
Name: __________________________
Title: __________________________