STANDARD DISTRIBUTION AGREEMENT

DIGITAL DISTRIBUTION AGREEMENT

   

DISTRIBUTION AGREEMENT

 

This Distribution Agreement (“Agreement”) is made by and between AFL PRODUCTIONS, LLC (“Company”), a California limited liability company and you, the licensor (“Licensor”). By executing this Agreement and by using the Company website (“Website”), Licensor agrees as of the date of execution (“Effective Date”) that the following terms, conditions, and definitions shall apply to Licensor’s use of the Website and Licensor agrees to the following:

1.TERMS OF AGREEMENT

 

a. “Programs”: ______________________________________________________________

________________________________________________________________________

________________________________________________________________________

(Please describe content included in Programs.)

 

b. Exclusivity:  ____________________________________________________ (Yes or No)

 

c. Rights Granted:  The rights granted to Company pursuant to this Agreement include the rights, in the Media in the Territory and during the Term (all as set forth below), to (and the right to allow others to) (the “Rights”):

 

i.  Broadcast and display the Programs;

 

ii.  Reproduce and alter the Programs into various digital formats, as needed, and to create subtitles or voice dubbing of the Programs, in languages other than the language in which the Programs are delivered;

 

iii.  Make the Programs available via digital streaming and digital download on the Website;

 

iv. Promote and distribute the Programs to third parties;

 

v.  Use the names, logos, likenesses and biographical material of and concerning any artists, cast, crew or other contributors to the Programs;

 

vi.  Make, alter and cancel contracts involving the distribution and marketing of the Programs hereunder; and

 

vii. Use the Programs as may be reasonably necessary or desirable to exercise the Rights

 

d. “Media”:_______________________________________________________________

________________________________________________________________________

________________________________________________________________________

(Please describe the media in which the Programs will be exploited.)

 

e. “Territory”: ____________________________________________________________

 

f. “Term”: ________________________________________________________________

 

g. “Deliverables”: __________________________________________________________

________________________________________________________________________

________________________________________________________________________

 

2.LICENSE: Licensor hereby appoints Company as its exclusive or non-exclusive (as set forth above in paragraph 1(b)) Programs reseller throughout the Territory. Accordingly, Licensor hereby grants Company the Rights as set forth in paragraph 1(c) for the purpose of distributing the Programs by sub-licensing the Programs to third party exhibitors (“Exhibitors”) for exploitation via the Media in the Territory during the Term.

 

3.SERVICES. Company will, at its sole expense, use reasonable efforts to:

a.Negotiate terms and draft agreements for uses of the Programs as contemplated hereunder, and administer such agreements;

b.Deliver the Programs to Exhibitors in a reasonably secure format;

c.Collect payments, if any, from Exhibitors for exploitation of the Programs; and

d.Company does not guarantee that any Exhibitor will distribute the Programs. As between the parties, the method, manner (including, without limitation, pricing) and extent of advertising, distribution, promotion and exploitation of the Programs with Exhibitors shall be within the sole discretion of Company.

 

4.COMPANY FEE. As sole consideration for Company’s services hereunder, Licensor agrees that Company shall retain sixty percent (60%) (“Company’s Share”) and Licensor shall receive forty percent (40%) of the Revenues (“Licensor’s Share”) for the distribution of the Programs throughout the Territory.  “Revenues” shall mean non-refundable net revenues actually collected by Company (and not subject to refund or contingencies) from monies received in connection with the licensing of any content contained in the Programs. Revenues shall not include any monies collected from advertising or in connection with the any other exploitation of the Programs and/or the Website.

 

5.TERMINATION/SUSPENSION/PENALTY.

a.Company’s Termination/Suspension Company may terminate and/or suspend this Agreement, in whole or in part, for copyright and intellectual property law infringement. Company may also terminate this Agreement for reasons other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. Company may remove content and/or terminate this Agreement without prior notice and at its sole discretion in accordance with the Website’s Terms of Service.

b.Effect of Termination/Suspension

i. Paragraphs 1 and 5 through 11, and any license granted by Company during the Term to an Exhibitor for exploitation of the Programs, shall survive termination of this Agreement for any reason. Company shall have the right to continue administering any such surviving license and collecting Revenues derived therefrom (including its fee pursuant to Paragraph 4 herein) for the remainder of such licenses.

ii. In the event Company terminates this Agreement in accordance with Paragraph 5(a) above:

1.Licensor shall pay to Company a penalty fee that shall be equal to the costs in connection with the termination (“Penalty Fee”).

2.Company shall have the right to withhold payment of Licensor’s Share for all the Media until Penalty Fee is paid.

3.Company shall have the right to pursue damages, including but not limited to punitive damages, against Licensor.

 

6.REPRESENTATIONS AND WARRANTIES.

a.Licensor represents and warrants to Company that:

i. Licensor has the right and power to enter into and fully perform all of its obligations under this Agreement;

ii. Licensor has the authority and right to provide Company with the rights granted herein;

iii. Company’s exploitation of the Programs or any portion thereof as provided herein will not infringe upon any copyright, trademark, patent, trade secret, right of publicity, moral right or other proprietary, intellectual property, or contractual or other right; and

iv. No agreement of any kind entered into by Licensor prior to or during the Term will interfere in any manner with the complete performance by Licensor of this Agreement, or with the rights granted to Company herein.

b.Company represents and warrants to Licensor that:

i. Company has the right and power to enter into and fully perform all of its obligations under this Agreement; and

ii. Notwithstanding any other provision hereof, Company does not warrant or guarantee that Company’s services will be uninterrupted or error-free.

 

7.DISCLAIMER. EXCEPT FOR THE REPRESENTATIONS SPECIFICALLY SET FORTH IN PARAGRAPH 6(b), COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTY TO LICENSOR, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.  IN PARTICULAR, AND NOT BY WAY OF LIMITATION, COMPANY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i) THE PERFORMANCE OR EFFECTIVENESS OF THE SERVICES PROVIDED BY COMPANY AND (ii) ANY ECONOMIC OR OTHER BENEFIT THAT THE LICENSOR MIGHT OBTAIN THROUGH COMPANY’S DIGITAL DISTRIBUTION OF THE PROGRAMS.

IN ADDITION, COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF COMPANY’S OR EXHIBITORS’ SERVICES, SOFTWARE OR TECHNOLOGY.

 

8.INDEMNITY

a.Mutual Indemnification. Each party (an “Indemnifying Party”) will indemnify, defend, and hold harmless the other party, its parents, subsidiaries, affiliates, and their respective directors, officers, employees, and agents (an “Indemnified Party”), with respect to any claim, demand, cause of action, or debt or liability brought by or claimed by any third party, including reasonable outside attorneys’ fees (collectively “Claims”), to the extent that any such Claim is based upon or arises out of a breach of any of the Indemnifying Party’s representations, warranties, covenants, or obligations hereunder.

b.Conditions. In claiming any indemnification hereunder, the Indemnified Party will promptly provide the Indemnifying Party with written notice of any Claim which the Indemnified Party believes falls within the scope of this Paragraph 8; provided, that the failure to promptly notify the Indemnifying Party will not affect the Indemnified Party’s right to indemnification if such delay did not materially prejudice the defense of such Claim. The Indemnified Party may, at its own expense, assist and participate in the defense if it so chooses, provided that the Indemnifying Party will control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Indemnified Party may not be entered into without the Indemnified Party’s prior written consent, which will not be unreasonably withheld or delayed.

 

9.LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOSS OF REVENUE, OR LOSS OF DATA, OR DAMAGES FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES. THIS PARAGRAPH DOES NOT LIMIT LIABILITY FOR BODILY INJURY OF A PERSON.

 

10.PROPRIETARY INFORMATION. Company shall be permitted to collect and use for its business purposes any demographic, identifying or other statistical information it receives or obtains from an Exhibitor regarding the Programs. Upon Licensor’s request and subject to applicable laws and regulations, Company agrees to provide in electronic form all such information collected by Company concerning the Programs.

 

11.MISCELLANEOUS.

a.Licensor may not assign this Agreement or any portion thereof without the prior written consent of Company, except that Licensor shall have the right to assign its right to receive payment hereunder. Company may assign its rights under this Agreement to an entity that acquires substantially all of its business or assets, or to a subsidiary or other entity controlled or under the common control of Company.

b.This Agreement will be construed in accordance with the laws of the State of California, without regard to conflicts of laws provisions thereof. The venue shall be Los Angeles, CA. The prevailing party shall be entitled to reimbursement for costs and reasonable attorney’s fees.

c.Notice may be given by any of the following methods and shall be deemed to have been received: upon personal delivery; if sent by fax, upon confirmation of receipt; if sent by certified or registered mail, postage prepaid, five (5) days after the date of mailing; if by email or other electronic transmission, upon successful transmission with receipt notice.

d.The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.

e.No changes, modifications, or waivers to this Agreement will be effective unless in writing and signed by both parties.

f.In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

g.For all purposes of this Agreement, each party shall be and act as an independent contractor and not as partner, joint venturer, or agent of the other.

 

IN WITNESS WHEREOF the parties have duly executed this Agreement this _____ day of ____________, _____.

 

For LICENSOR:

For COMPANY:

 

__________________________       

__________________________       

Name (Print)

Yuri Volodarsky, Authorized Agent

 

___________________________

 

Signature