CONTENT LICENSE AND DIGITAL RIGHTS MANAGEMENT AGREEMENT

CONTENT LICENSE AND DIGITAL RIGHTS MANAGEMENT AGREEMENT

This Content License and Digital Rights Management Agreement (“Agreement”) is made and entered into as of this _____ day of __________, 20__ (“Effective Date”),

BETWEEN:

MEME And ME TV (hereinafter referred to as “Licensee”), a company organized and existing under the laws of [Your Jurisdiction], with its principal place of business at [Your Address].

AND:

[CONTENT SUPPLIER NAME] (hereinafter referred to as “Licensor”), a company organized and existing under the laws of [Supplier’s Jurisdiction], with its principal place of business at [Supplier’s Address].

RECITALS:

WHEREAS, Licensor owns or controls certain rights to audiovisual content as further described in Exhibit A (the “Content”);

WHEREAS, Licensee operates a digital content distribution platform, including Free Ad-Supported Streaming TV (FAST) channels and potentially a premium subscription video-on-demand (SVOD) service (collectively, the “Platform”), utilizing technology and services provided by its partner Winsonic Digital TV Services for content playout, delivery, and protection;

WHEREAS, Licensee desires to license the Content from Licensor for distribution on its Platform, and Licensor is willing to grant such a license, subject to the terms and conditions set forth herein, including specific requirements for the application of Digital Rights Management (DRM) technologies.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

  1. DEFINITIONS
  • “DRM Technology” means industry-standard digital rights management technologies designed to control access to and prevent unauthorized copying, distribution, or modification of the Content, including but not limited to technologies such as Microsoft PlayReady, Google Widevine, Apple FairPlay Streaming, or other comparable technologies supported by the Licensee’s Platform and its technology partner, Winsonic.
  • “Territory” means [Specify Territory, e.g., “The African Continent,” “Worldwide,” “Specific Countries”].
  • “Term” means [Specify Term, e.g., “One (1) year from the Effective Date,” “Perpetual subject to termination clauses”].
  • “FAST Service” means Licensee’s free ad-supported streaming television service.
  • “Premium Service” means Licensee’s subscription-based video-on-demand and/or linear channel service, if applicable.
  • “Exhibit A” means the schedule attached hereto detailing the specific Content licensed, including titles, duration, available formats, and any specific restrictions.
  1. GRANT OF LICENSE

2.1. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, during the Term and within the Territory, a [non-exclusive/exclusive] license to:
a. Encode, transcode, reformat, and prepare the Content for distribution via the Platform.
b. Exhibit, distribute, transmit, stream, and publicly perform the Content via the Platform as part of its FAST Service.
c. [If applicable] Exhibit, distribute, transmit, stream, and publicly perform the Content via the Platform as part of its Premium Service.
d. Use excerpts, stills, and metadata of the Content for the promotion and marketing of the Content and the Platform.

  1. DIGITAL RIGHTS MANAGEMENT (DRM) AND CONTENT SECURITY

3.1. Obligation to Apply DRM: Licensee shall, at its own expense, apply and maintain DRM Technology to all instances of the Content streamed or made available for download (if applicable) via the Platform throughout the Term. The DRM Technology employed shall be robust, industry-standard, and suitable for protecting premium video content, consistent with the capabilities provided by Winsonic’s platform.

3.2. DRM Specifications: The level of DRM protection applied shall be designed to prevent unauthorized copying, redistribution, and modification of the Content. This includes, but is not limited to:
a. Encryption of Content streams.
b. Secure key management and delivery.
c. Client device authentication and authorization.
d. Protection against stream ripping and unauthorized recording, to the extent commercially reasonable and technically feasible with the chosen DRM Technology.

3.3. No Circumvention: Licensee shall not, and shall not permit any third party acting on its behalf to, disable, circumvent, or otherwise interfere with the DRM Technology applied to the Content.

3.4. Security Measures: Licensee warrants that it and its technology partner, Winsonic, will maintain industry-standard security measures for its Platform, servers, content delivery network, and associated infrastructure to protect the Content and the integrity of the DRM Technology from unauthorized access, use, or disclosure. Licensee shall promptly notify Licensor of any material security breach affecting the Content or the DRM Technology.

3.5. Updates and Compliance: Licensee shall ensure that the DRM Technology remains current with industry standards and security updates. Licensor may, upon reasonable notice, request information regarding the DRM Technology and security measures employed by Licensee, and Licensee shall provide such information in a timely manner.

3.6. Cooperation: Licensee shall cooperate reasonably with Licensor in any investigation regarding a suspected or actual breach of security or unauthorized use of the Content.

  1. CONTENT DELIVERY

4.1. Licensor shall deliver the Content to Licensee in accordance with the technical specifications outlined in Exhibit B (Technical Specifications) [or “as mutually agreed upon by the parties”].
4.2. Licensor shall provide all necessary metadata, artwork, and promotional materials as reasonably requested by Licensee.

  1. COMPENSATION

5.1. In consideration for the rights granted herein, Licensee shall pay Licensor [Describe payment terms: e.g., “a flat license fee of $X,” “a revenue share of Y% of Net Advertising Revenue attributable to the Content,” “a per-subscriber fee for Premium Service access”]. Specific payment terms, calculations, and reporting requirements are detailed in Exhibit C (Compensation and Reporting).

  1. REPORTING

6.1. Licensee shall provide Licensor with [monthly/quarterly] reports detailing viewership metrics for the Content and, if applicable, revenue generated that is attributable to the Content, as further specified in Exhibit C.

  1. REPRESENTATIONS AND WARRANTIES

7.1. Licensor represents and warrants that:
a. It has the full right, power, and authority to enter into this Agreement and grant the licenses herein.
b. It owns or controls all necessary rights in and to the Content for the purposes of this Agreement, including all necessary copyrights, music rights, talent clearances, and other proprietary rights.
c. The Content does not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party.
d. The Content does not contain any defamatory, libelous, obscene, or unlawful material.

7.2. Licensee represents and warrants that:
a. It has the full right, power, and authority to enter into this Agreement.
b. It will operate the Platform and distribute the Content in compliance with all applicable laws and regulations.
c. It will comply with the DRM and content security obligations set forth in Section 3.

  1. INDEMNIFICATION

8.1. Licensor shall indemnify, defend, and hold harmless Licensee, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any breach of Licensor’s representations and warranties set forth herein.

8.2. Licensee shall indemnify, defend, and hold harmless Licensor, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Licensee’s operation of the Platform or any breach of Licensee’s representations, warranties, or obligations (including DRM obligations) set forth herein.

  1. CONFIDENTIALITY

9.1. Each party agrees to keep confidential all non-public information received from the other party that is marked as confidential or would reasonably be understood to be confidential (“Confidential Information”). This obligation shall survive the termination of this Agreement.

  1. TERM AND TERMINATION

10.1. This Agreement shall commence on the Effective Date and continue for the Term, unless terminated earlier as provided herein.
10.2. Either party may terminate this Agreement upon written notice if the other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof. A material breach of the DRM and Content Security obligations in Section 3 by Licensee shall be grounds for immediate termination by Licensor if not cured within ten (10) days of notice, or if deemed incurable.
10.3. Upon termination or expiration of this Agreement, Licensee shall cease all use and distribution of the Content and, if requested by Licensor, securely destroy or return all copies of the Content in its possession, and certify such destruction.

  1. GOVERNING LAW AND DISPUTE RESOLUTION

11.1. This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction, e.g., “the State of New York, without regard to its conflict of laws principles”].
11.2. Any dispute arising out of or relating to this Agreement shall be resolved by [Specify dispute resolution mechanism, e.g., “binding arbitration in [City, State] under the rules of the American Arbitration Association,” or “the competent courts of [City, State]”].

  1. MISCELLANEOUS

12.1. Notices: All notices shall be in writing and sent to the addresses first set forth above or to such other address as either party may designate.
12.2. Assignment: Neither party may assign this Agreement without the prior written consent of the other party, provided that Licensee may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets related to the Platform, provided the assignee agrees in writing to be bound by the terms hereof including the DRM obligations.
12.3. Entire Agreement: This Agreement, including all Exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations.
12.4. Amendment: No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.
12.5. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
12.6. Waiver: No waiver of any breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

LICENSEE: MEME And ME TV

By: _________________________
Name: _______________________
Title: ________________________

LICENSOR: [CONTENT SUPPLIER NAME]

By: _________________________
Name: _______________________
Title: ________________________

EXHIBIT A: DESCRIPTION OF CONTENT
(List all titles, episode numbers, duration, genre, available formats, delivery dates, any specific restrictions per title, etc.)

EXHIBIT B: TECHNICAL SPECIFICATIONS
(Detail required video/audio codecs, resolution, bitrate, container format, metadata format, delivery method like FTP, Aspera, etc.)

EXHIBIT C: COMPENSATION AND REPORTING
(Detail the exact financial terms, calculation of revenue share if applicable, payment schedule, currency, reporting template, audit rights, etc.)

Key things to discuss with your lawyer:

  1. Exclusivity: Non-exclusive is safer for you initially, but suppliers might want exclusivity for higher fees.
  2. Territory & Term: Be very precise.
  3. DRM Specifics: Ensure Section 3 aligns with what Winsonic can actually deliver and what your suppliers expect. Some suppliers might have specific DRM technology preferences or minimum security level requirements (e.g., hardware-level DRM for certain content).
  4. Cure Periods for Breach: Negotiate these carefully.
  5. Indemnification Limits: Sometimes liability caps are negotiated.
  6. Audit Rights: Licensors may want rights to audit your viewership/revenue reports and potentially your DRM implementation.
  7. Updates to DRM/Security: How will you handle mandatory updates if a supplier requires a higher level of security in the future?