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1、CONTENT DISTRIBUTION AGREEMENTThis agreement (the “Agreement”), dated as of January , 2010 (“Agreement Date”), is between World Intercom Technologies ,Inc a company organized under the laws of the State of Connecticut with principal offices at (“World Intercom Technologies, Inc ”) and COMPANY NAME,
2、(CONTENT PROVIDER) with principal offices at _.Whereas World Intercom Technologies,Inc is the owner and distributor of an interactive entertainment service (the “Service”) which offers various Programming and related Programming services which can be viewable by End Users through electronic access d
3、evices, including, without limitation, personal computers and digital cable devices Global TV Network media delivery services); andWhereas, CONTENT PROVIDER has developed and/or may develop Programming or may otherwise have or obtain rights in Programming; andWhereas, World Intercom Technologies, In
4、c wishes, through the Service, to transmit or otherwise distribute to End Users Programming provided by CONTENT PROVIDER to World Intercom Technologies, Inc for the End Users Use and CONTENT PROVIDER wishes World Intercom Technologies, Inc to transmit or otherwise distribute such Programming.Now, th
5、erefore, in consideration for the representations, warranties and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:1.DEFINITIONS.A.“Access Center” shall mean any Person authorized
6、or otherwise allowed to permit End Users access to data generated or otherwise transmitted by Transmission Company.B.“Advertiser” shall mean an entity purchasing video and/or banner advertising slots.C.“Electronic Streaming” shall mean the transmission, broadcast or electronic communication (such tr
7、ansmission, broadcast or electronic communication being in any form now known or hereafter to become known including, without limitation, by means of cable, wire, fiber of any material, over-the-air in any frequency band, master antenna, satellite master antenna, low power communications, closed cir
8、cuit communications, single and multi-channel multipoint distribution service and direct to TVRO (i.e., satellite receive only) or satellite transmission) of a data stream pursuant to subscription, license, or other understanding.D.“End User” shall mean any Person capable of accessing data from an A
9、ccess Center or Transmission Company through Electronic Streaming, Broadcast Transmission and/or Video On Demand service via Internet or Set Top Box. E. To “Make Available” shall mean, with respect to Programming provided or to be provided by CONTENT PROVIDER to World Intercom Technologies, Inc and
10、CONTENT PROVIDER obligations hereunder, to provide to World Intercom Technologies ,Inc confirmation of the grant of all rights and licenses necessary for transmission or other distribution, public performance, sublicensing and other exploitation of such Programming in accordance with the terms and c
11、onditions herein.F.“Person” shall mean any individual, firm, corporation, general or limited partnership, joint venture, trust, association, unincorporated entity of any kind, or any federal, state or local governmental regulatory authority.G.“Programming” shall mean visual (including, without limit
12、ation motion pictures and still photograph), sound recording (including, without limitation, spoken words and music) and audiovisual products.H.“Revenues” shall mean monies actually collected by World Intercom Technologies, Inc in payment from Advertisers, or their authorized agents, for advertiseme
13、nts transmitted by Electronic Streaming in Programming. Content for revenues could also be utilized for ring tones, wall paper, and co-branded promotions with advertisers,I.“Service” shall mean as defined above in the second paragraph on the first page of this Agreement.J.“Term” shall mean as define
14、d in Section 3 below.K.“Territory” shall mean the universe.L.“Transmission Companies” shall mean companies selected by World Intercom Technologies,Inc to transmit or otherwise distribute Programming through Electronic Streaming, Broadcast, and/or Video On Demand to Access Centers for use in connecti
15、on with the Service.M. “Use” shall mean, collectively or individually, interact with, copy or otherwise reproduce, store, display, play, perform or other exploit.2.GRANT OF LICENSE:A.Subject to the terms and conditions contained herein, CONTENT PROVIDER hereby grants World Intercom Technologies, Inc
16、 i) a non-exclusive right and license to Use Programming provided or to be provided by CONTENT PROVIDER, including, without limitation, to reproduce, under all applicable intellectual and commercial property rights (including trademark rights), such Programming onto Files (as defined in Section 4(D)
17、ii) a non-exclusive right and license to provide copies of such Files to Transmission Companies and Access Centers and to provide, through Electronic Streaming, such Programming to Transmission Companies and/or Access Centers;iii) a non-exclusive right and license to sublicense or otherwise authoriz
18、e Transmission Companies and Access Centers to provide such Programming through Electronic Streaming for Use by End Users in the Territory,iv) a non-exclusive right and license to sublicense, through the Access Centers or such Access Centers agents, the Use of such Programming by End Users;v) a non-
19、exclusive right and license to market, promote, advertise and publicize, in any and all media (“Promotional Rights”) such Programming in connection with World Intercom Technologies, Inc s rights hereunder and to authorize Transmission Companies and Access Centers to do the same; andvi) a non-exclusi
20、ve right and license to use CONTENT PROVIDER trademarks and copyrighted materials and all other trademarks and copyrighted materials related to such programming in connection with exercising Promotional Rights and to authorize Transmission Companies and Access Centers to do the same.3. TERM. Subject
21、 to the earlier termination of this Agreement as set forth in Section 11, the initial term of this Agreement with respect to each item of Programming shall commence on the Agreement Date and shall terminate on the date which is the last day of the thirty-six month following commencement of the Agree
22、ment Date. This Agreement shall be renewed only upon mutual consent of the parties for a minimum of a two (2)-year period unless World Intercom Technologies, Inc notifies CONTENT PROVIDER no later than three (3) months before the end of the initial term or renewal term then in effect of World Interc
23、om Technologies, Inc s intention not to so renew the term; upon such notification, this Agreement shall terminate at the end of such initial or renewal term then in effect. (The initial and all renewal terms are hereinafter referred to collectively as the “Term”.) Notwithstanding anything set forth
24、in this Section 2, the Term shall terminate with respect to each such Programming when all applicable rights granted to CONTENT PROVIDER from any third party rights necessary to grant World Intercom Technologies, Inc Electronic Streaming rights hereunder expire or terminate.4.AVAILABILITY; PROMOTION
25、; DELIVERY AND REPRODUCTION OF PROGRAMMING; SUBSCRIBER SUPPORT; NOTIFICATION.A.With respect to any Programming published on or after the Agreement Date (“Future Programming”), notwithstanding the date upon which CONTENT PROVIDER shall Make Available such Future Programming, CONTENT PROVIDER shall Ma
26、ke Available each program of such Future Programming (and grant Promotional Rights therefore to World Intercom Technologies, Inc ) no later than ten days following final edits. If CONTENT PROVIDER does not have the rights necessary to Make Available such Future Programming in accordance with the for
27、egoing sentence, then CONTENT PROVIDER shall use its best efforts to (i) acquire the necessary rights to Make Available such Future Programming as soon as possible (and grant Promotional Rights therefore to World Intercom Technologies, Inc ) and (ii) notify World Intercom Technologies, Inc immediate
28、ly upon CONTENT PROVIDER acquisition of such rights. At such time, CONTENT PROVIDER shall document and provide to World Intercom Technologies, Inc a list of any and all third party restrictions related to such Future Programming and the expiration date for any third party rights associated with such
29、 Future Programming.B.World Intercom Technologies, Inc may reproduce the Programming provided by CONTENT PROVIDER in accordance with this Agreement to be added to World Intercom Technologies, Inc s electronic files (“Files”) that World Intercom Technologies, Inc may provide by Electronic Streaming o
30、r other delivery means to Transmission Companies and Access Centers on a periodic basis. The Files provided to Transmission Companies and Access Centers may contain such Programming, programming licensed from other content providers, and other programming.C.Subject to any limitations imposed upon CO
31、NTENT PROVIDER by its third party licensors of which World Intercom Technologies, Inc has been made aware in advance, all decisions regarding the selection, timing, promotion, duration and territorial scope of Electronic Streaming the Programming through the Service and the advertisements to be asso
32、ciated with such Programming shall be upon mutual consent of World Intercom Technologies, Inc and CONTENT PROVIDER. If, in its sole discretion, World Intercom Technologies, Inc determines that any Programming must be edited or modified prior to World Intercom Technologies, Inc s initial or continued
33、 distribution of such Programming, then CONTENT PROVIDER shall use its best efforts to perform or have performed such edits or modifications as soon as practical.D.Programming provided by CONTENT PROVIDER shall be in Using LCE Black Box e, .MPEG 4 after live streaming EVENT YOU MUST convert YOUR CON
34、TENT from Flash media to MPEG 4 format and uploaded viA LCE Black Box to Global IP TV Network . show of thirty (30) minutes shall include twenty-seven (27) to twenty-eight (28) minutes of Programming provided by CONTENT PROVIDER. In addition to such Programming, CONTENT PROVIDER shall include within
35、 the thirty (30) minute time six (6) thirty (5) second black open spaces for on-the-fly insertions. (Please refer to the formatting requirement sheet for proper black spot insertion instructions.)F.In the opening of all oral or written communications made by CONTENT PROVIDER to World Intercom Techno
36、logies, Inc , CONTENT PROVIDER shall indicate the identifying number provided to CONTENT PROVIDER by World Intercom Technologies, Inc and shall thereafter indicate the applicable identifying number of the Programming in question, if any. Notices required under this Section 4 shall be sent to World I
37、ntercom Technologies ,Inc s Vice President - Programming, at an address to be designated by World Intercom Technologies, Inc .5.PAYMENT TO CONTENT PROVIDER; AUDIT RIGHTS.A.In the first year of the agreement, every two months, on the first calendar day, World Intercom Technologies, Inc shall pay to C
38、ONTENT PROVIDER a license fee (the “Fee”) based upon fifty percent (50%) of net revenues paid to World Intercom Technologies, Inc for advertisements viewed during the transmission or other distribution of certain Programming provided in accordance with the terms and conditions herein by End Users ac
39、cessing the Service from Access Centers related to Transmission Company through Electronic Streaming. Such Programming (“Fee-Generating Programming”) shall be set forth in Exhibit A, which is attached hereto and incorporated herein by reference, as it may be amended from time to time. In the second
40、year of the agreement, every three months, on the first calendar day, World Intercom Technologies, Inc shall pay to CONTENT PROVIDER a license fee (the “Fee”) based upon fifty percent (50%) of net revenues paid to World Intercom Technologies, Inc for advertisements viewed during the transmission or
41、other distribution of certain Programming provided in accordance with the terms and conditions herein by End Users accessing the Service from Access Centers related to Transmission Company through Electronic Streaming. Such Programming (“Fee-Generating Programming”) shall be set forth in Exhibit A,
42、which is attached hereto and incorporated herein by reference, as it may be amended from time to time. There shall be no fee payable for any Programming licensed hereunder to World Intercom Technologies, Inc that is not identified in Exhibit A (“Advertisement Programming”). B. Gross revenue shall be
43、 defined as all revenue received by World Intercom Technologies, Inc from advertisements viewed as set forth in 5A. No expenses, cost fees shall be subtracted prior to calculating gross revenues. C. If as a result of force majeure (as set forth in Section 13(B), an End User does not receive the Serv
44、ice for all or a portion of any given Period during which Fee-Generating Programming provided by CONTENT PROVIDER is available for Use through the Service, and if, as a result of such unavailability, World Intercom Technologies, Inc is not paid by the advertisers for such Period, then the license fe
45、e payable to CONTENT PROVIDER which corresponds to the fee payable by such advertisers shall be reduced by the same percentage by which such advertisers payment is reduced for such Period. D.World Intercom Technologies, Inc shall retain at its principal place of business for a period of not less tha
46、n two (2) years after the calendar month to which such records relate, files, records, and books of account prepared in the normal course of business which contain data reasonably required for the computation and verification of the accounts to be paid and the information to be given in any report r
47、equired hereunder. Upon not less than thirty (30) days prior written notice, World Intercom Technologies, Inc shall permit one representative of CONTENT PROVIDER, i.e., a certified public accountant retained by CONTENT PROVIDER, at CONTENT PROVIDER expense, to inspect and audit, upon reasonable noti
48、ce to World Intercom Technologies, Inc and at reasonable times (but not more often than once annually) all such files, records and books of account, but only as related to Programming provided in accordance with the terms and conditions herein, and to take extracts therefrom and make copies thereof
49、for the purpose of verifying the accuracy of the payments provided by World Intercom Technologies, Inc hereunder. The information disclosed pursuant to this Section 5(D) shall constitute Proprietary Information, as defined in Section 10.6. RESEARCH RESULTS.World Intercom Technologies, Inc shall, upon Providers reasonable request, supply Provider with certain inform
