This license can change, please review closely before agreeing
This Distribution Agreement ("Agreement") is a contract between , the Provider of certain Content and __________, the Distributor of that Content.
Attachment A collects basic additional information about Provider, Distributor, and the Content. Attachment B contains definitions of Defined Terms. Attachment C contains payment terms that may be specified by Provider. Unless otherwise indicated in Section 4.2(d), Distributor is a governmental or not-for-profit entity that will distribute the Content on a noncommercial basis.
Provider and Distributor acknowledge and agree that the relationship between them is that of independent contractors. This Agreement does not create an agency, partnership or joint venture between them.
Certain terms (“Defined Terms”) in this Agreement have specific legal meanings that are defined in the text of this Agreement or in Attachment B hereto. Defined Terms are capitalized.
This Distribution Agreement shall become effective on the Effective Date (as defined in Attachment B), subject to the terms and conditions set forth below.
Pursuant to the terms and conditions of this Agreement, Provider grants Distributor a non-exclusive License to Reproduce, Display, Distribute and Publicly Perform the Content on the platforms selected by Provider in Section 4.2 of this Agreement.
c. Internet Transmission (via Distributor platforms, Channel X player or Distributor VOD and OTT Apps) for either Audio or Video Content
d. Type of entity
e. Number of Releases
The following number of releases are granted for Broadcast:
If Provider requires payment for the License, Distributor shall pay Provider a License Fee as set forth in Attachment C. Payment of provider is due within ten (10) business days of the Effective Date of this Distribution Agreement and thereafter as specified in Attachment C.
Provider represents and warrants as follows:
a. Provider has the right and power to enter into and perform this Agreement according to its terms.
b. The person signing this Agreement has the authority to sign on behalf of Provider and to make Provider’s representations, warranties and commitments set forth in this Agreement.
c. The Content is entirely an original work by Provider, or Provider has obtained all rights, licenses, consents and permissions necessary for Distributor to distribute the Content pursuant to the terms of this Agreement.
d. If distributed pursuant to the terms of this Agreement, the Content will not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights, rights of privacy, publicity or performance or literary or dramatic right of any party, or moral rights.
e. Provider has obtained any and all necessary consents, permissions and/or releases necessary to include the name, voice, performance, or likeness of persons appearing in the Content and to distribute the Content pursuant to the terms of this Agreement.
f. Distribution of the Content will not violate applicable laws and regulations of any federal, state or local authority, including the Sponsorship Identification requirements and Indecency Policy of the FCC. The Content is not defamatory, obscene, or indecent.
g. In Provider’s good faith judgment, the Content is not offensive, racist, ethically or culturally offensive, does not promote violence, terrorism, or illegal acts, and does not incite hatred on grounds of race, gender, religion or sexual orientation.
h. As delivered to PMC, the Content does not contain any virus, worm, trap door, back door, or other contaminant that may be used to access, alter, delete, damage, or disable the Content or any hardware, software, information or other property of Distributor or any third parties.
i. Distribution of the Content pursuant to the terms of this Agreement will not create liability on the part of Distributor, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers, members, or owners.
j. All factual assertions by Provider in this Agreement are true and complete.
k. The Content complies with the FCC’s closed captioning and video description requirements set forth in Part 79 of the FCC’s Rules, or that the Provider has obtained from the FCC an exemption from captioning. If Provider has received an exemption from captioning, a copy of FCC ruling granting exemption is uploaded hereto. Provider’s captioning of Content shall use Internet protocol that complies with the Society of Motion Picture and Television Engineers Timed Text format (SMPTE ST 2052-1:2010) or alternative technical format as agreed to by the Distributor.
l. Non-dramatic musical compositions contained in the Content are either (i) registered with ASCAP, BMI, or SESAC; (ii) within the public domain; or (iii) are owned or licensed by Provider for distribution in accordance with the terms of this Agreement.
Distributor represents and warrants that:
a. Distributor is authorized to enter into this Agreement on behalf of the forms of distribution authorized in Section 4.2.
b. The person signing on behalf of Distributor has the authority to enter into this Agreement and to make the representations, warranties and commitments of Distributor, as set forth in this Agreement.
c. Distributor accepts the restrictions specified by Provider in Sections 4 - 6 above.
d. Distributor will make any payments to Provider required by this Agreement and Attachment C hereto.
e. All factual statements by Distributor in this Agreement are true and complete.
f. Upon expiration of this Agreement, or termination pursuant to Section 16 below, Distributor shall cease all distribution of the Content.
g. As between Provider and Distributor, Distributor shall be solely responsible for paying all copyright royalties necessary to publicly perform musical compositions registered with ASCAP, BMI or SESAC and sound recordings registered with SoundExchange.
Provider agrees to indemnify and hold harmless Distributor from and against any and all third-party claims, including damages, liabilities, costs, expenses and reasonable attorney's fees, arising out of any breach of Provider’s representations and warranties set forth in Section 7 above. If an action at law or in equity, based upon such claims or actions, is brought against Distributor, Distributor shall promptly notify Provider and shall tender the defense of the claims or actions to Provider or Provider’s insurer. Upon such tender, it shall be the duty of Provider or Provider’s insurer to defend such claims or actions without cost or expense to Distributor, its officers, agents or employees; provided, however, that Distributor, may at its own cost and expense, choose to participate in the defense of such claims or actions and to be represented by its own counsel or by counsel of the indemnifying party.
Distributor agrees to indemnify and hold harmless Provider against any and all third-party claims, including damages, liabilities, costs, expenses and reasonable attorney's fees, arising out of any breach of Distributor’s representations and warranties set forth in Section 8 above. If an action at law or in equity, based upon such claims or actions, is brought against Provider, Provider shall tender the defense of the claims or actions to Distributor or Distributor’s insurer, and upon such tender, it shall be the duty of Distributor or Distributor’s insurer to defend such claims or actions without cost or expense to Provider, its officers, agents or employees; provided, however, that Provider may, at its own cost and expense, participate in the defense of any such claims or actions and be represented by its own counsel or by counsel of the indemnifying party.
Provider agrees to indemnify and hold harmless PMC from and against any and all claims, damages, liabilities, costs and expenses (including all reasonable legal fees) arising out of any breach of its representations and warranties set forth in Section 7. Distributor agrees to indemnify and hold harmless PMC from and against any and all claims, damages, liabilities, costs and expenses (including all reasonable legal fees) arising out of any breach of its representations and warranties set forth in Section 8. Provider and Distributor shall each have the right, at its sole cost and expense, to participate in the defense of any action brought against PMC.
Neither Provider nor Distributor shall be liable for any consequential, incidental, indirect, economic, special or exemplary or punitive damages arising from any provision of this Agreement. This limitation of liability shall not apply to intentional wrongdoing or willful misconduct by a party or to third party claims alleging copyright infringement.
During the performance of this Agreement, Provider and Distributor will comply with all applicable state and federal laws and regulations (including FCC regulations and restrictions on grants by the Corporation for Public Broadcasting) that prohibit discrimination based upon an individual’s race, color, religion, age, gender, handicap or national origin.
During the License Term of this Agreement, and for a period of one (1) year thereafter, Distributor will maintain an errors and omissions insurance policy that covers claims regarding the Content of up to $1,000,000 per claim.
Except in the case of a disposition of substantially all of the assets of the assigning party, this Agreement may not be assigned without first obtaining the express written consent of the other party.
a. By Provider
The rights granted by Provider terminate upon the expiration of the License Term or upon any material breach of this Agreement by Distributor, which is not cured within ten (10) business days after Provider delivers a written notice of breach by Distributor and an explanation of the steps required to remedy the breach. A failure of Distributor to make any payment, when due, to Provider shall be deemed a material breach.
a. By Distributor
Distributor may terminate this Agreement upon any material breach by Provider, which is not cured within ten (10) business days after Distributor delivers a written notice of breach by Provider and an explanation of the steps required to remedy the breach. Upon receipt of a claim that the Content infringes any copyright or other intellectual property right of a third party, Distributor may suspend distribution of the Content until the claim is withdrawn or resolved.
Distributor shall keep records of the distribution of the Content and make such records available to the Provider or its representatives upon reasonable prior written notice. Records of the distribution of Content shall be adequate to verify that the Content has been distributed in compliance with the rights and restriction specified by Provider in Sections 4 – 6 of this Agreement. If Provider has elected payment for the Content, Distributor shall keep financial and accounting records sufficient to identify all payments received for the Content and to verify that all payments due to the Provider were paid in accordance with Section 6 and Attachment C of this Agreement. Such financial and accounting records including, but not be limited to, bank records, ledgers, accounts, journals, and audits, shall be made available to Provider or its representatives upon reasonable written notice.
This Agreement, including Attachments A, B and C, contains the entire understanding of the parties and may not be changed or modified except by an amendment signed by both parties.
Provider and Distributor will promptly notify the other party of any changes in the information provided in Attachment A.
The terms of this Distribution Agreement are hereby
Information about Distributor, Provider and the Content.
|Address (will remain private)||,|
|Phone # (will remain private)|
|Call Sign of Station(s)||__________|
|Identification of Non-broadcast Media|
|Station Footprint in Households|
|Select All That Apply||
Free to air
Own a radio station
|Programming? (are you responsible for programming the station?)||
|Scheduling? (are you responsible for scheduling programming for the station?)||
|Produce? (are you responsible for producing programming for the station?)||
As used in the foregoing Distribution Agreement, the following terms shall have the meanings set forth below:
Audiovisual means Content that consists of a series of related images together with accompanying sounds.
Cable means transmission by coaxial or fiber-optic cable for television reception in private living places, without charge for viewing the Content, other than a periodic service charge (i.e. not a premium or pay-per-view charge).
Content includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual works, interactive features, Secondary Assets (defined below) and other materials Provider makes available to Distribute.
Direct Broadcast Satellite means transmission by satellite to terrestrial reception dishes, for viewing the Content in private places without a charge to the viewer, other than periodic service charge (i.e. not a pay-per-view or premium charge).
Display means to make the work, including individual images or pictorial or graphic elements of the work, available to the public.
Distribute means to publicly Perform the Content by making it available to the public on platforms authorized by this Distribution Agreement.
Distribution Agreement (“the Agreement”) is the arrangement between Provider and Distributor, which upon completion by Provider and acceptance by Distributor, becomes a legally binding contract between them. Sections 4 – 6 enable Provider to select a number of options that establish the terms on which Provider wishes to License the Content. Once selected by Provider, these terms constitute an offer, which Distributor may accept by checking the “Accepted” box above.
Effective Date is the date on which the terms of this Agreement are accepted by Distributor.
Indecency Policy. The FCC prohibits the broadcast of any “indecent” material between the hours of 6:00 a.m. and 10:00 p.m. (See 18 U.S.C. § 1464 and 47 C.F.R. § 73.3999). Under current FCC policy, material is considered indecent if it depicts or describes sexual or excretory organs or activities in terms that are patently offensive as measured by contemporary community standards for the broadcast medium.
Internet Transmission includes, but is not limited to, “narrow band” Internet service (i.e. below 56k dial-up modem connections), “broad band” Internet service (i.e. 56k or above dial-up modem connections), OTT, VOD, and all other forms of Internet transmission, whether now known or hereafter discovered.
License. The License granted by this Distribution Agreement is the non-exclusive right to Reproduce, Display, Distribute and publicly Perform the Content, subject to the provisions of Section 4 of this Agreement.
Over-the-Top (OTT) means the delivery of Content over the Internet by an Internet provider that is not responsible for or able to control the Content.
Publicly Perform means to make the work available to the public by any means, process or medium, including broadcast, cable, satellite or digital media such as the Internet.
Radio means over-the-air broadcast of Content for listening to the Content in private living spaces, without charge to the listener.
Reproduce means to make copies of the Content by any means or process.
Secondary Assets are media assets that Distributor may use in connection with the Content. Secondary Assets may include supplemental or alternative footage, audio, commentary, promos, closed caption files, scripts, social media transmissions, or any other content to which Producer has distribution rights and which Producer chooses to upload from time-to-time. By uploading Secondary Assets, Provider licenses Distributor to excerpt, edit or use the Secondary Assets, in Distributor’s discretion, to identify, promote, explicate, or enhance the value of the Content.
Sponsorship Identification Requirements. Provider must disclose all “sponsors” of the Content to Distributor so that any broadcast can air any required sponsorship identification. The Communications Act (47 U.S.C. § § 317 and 507) and FCC regulations (47 C.F.R. § 73.1212) require that “sponsors” – those who provide or promise to provide consideration in exchange for the broadcast of any material – must be identified when the material they sponsor is broadcast.
Streaming includes the Public Performance of the Content by any form of Internet Transmission.
Television means over-the-air broadcast of Content for viewing the Content in private living spaces, without charge to the viewer.
Video Content means works that consist of a series of related images and accompanying sound, which can be shown by the use of machines or devices, such as projectors, viewers or television sets.
Video on Demand (VOD) means a system which allows users to watch or listen to content through a computer or other device that enables the user to select the Content at a time chosen by the user.
If Provider requires a Licensee Fee for the distribution of the Content, Distributor shall make the following payments to Provider:
No payment required