Broadcasting Rights Agreement
1.2 For the purposes of this Agreement, Party A will refer to the licensee and Party B will be with reference to the licensor. The term "Party" shall refer to Party A or Party B, as the context requires, and the term "Parties" shall refer to both Party A and Party B.
2.1 Subject to the terms and conditions of this Agreement, during the term of this Agreement, Party B hereby grants to Party A the exclusive right and license to broadcast, tape, film, photograph, record, and/or live stream the Broadcast Events in the Territory, by any and all means and media now known or hereafter devised, including but not limited to television, radio, satellite, cable, closed circuit, pay-per-view, video-on-demand, broadband, and wireless platforms (the "Broadcast Rights").
2.2 The Broadcast Rights include the right to create derivative works based on the Broadcast Events and to sublicense the Broadcast Rights to third parties.
[Inset custom production requirements]
4.1 a [DOLLAR AMOUNT] signing bonus, due and payable within [NUMBER] days of the date of this Agreement;
4.2 an advance of [DOLLAR AMOUNT] per Broadcast Event, due and payable within [NUMBER] days of the conclusion of each Broadcast Event; and
4.3 [DOLLAR AMOUNT] per year, payable in [NUMBER] equal installments on the [DATE] of each year during the Term.
4.4 All sums due and payable under this Agreement shall be paid by wire transfer or such other method as the Parties may mutually agree.
5.1 It has all necessary power and authority to enter into this Agreement and to perform its obligations under this Agreement; and
5.2 The execution of this Agreement by such Party, and the performance by such Party of its obligations under this Agreement, do not and will not violate any agreement to which it is a party or by which it is otherwise bound.
6.1 Party B shall indemnify, defend, and hold harmless Party A and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or related to any breach of any warranty or representation made by Party B in this Agreement.
6.2 Party A shall indemnify, defend, and hold harmless Party B and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or related to:
6.2.1 any breach of any warranty or representation made by Party A in this Agreement; or
6.2.2 any claim that the use of any of the Broadcast Events in accordance with the terms of this Agreement infringes the intellectual property rights of any third party.
7.1 This Agreement may be terminated by either Party:
7.1.1 upon thirty (30) days' prior written notice to the other Party if the other Party commits a material breach of any of the terms or conditions of this Agreement and such breach is not cured within such thirty (30) day period; or
7.1.2 immediately by written notice to the other Party if the other Party:
126.96.36.199 files a petition for bankruptcy or is adjudicated bankrupt;
188.8.131.52 makes an assignment for the benefit of its creditors; or
184.108.40.206 ceases or threatens to cease to carry on its business.
7.2 Upon the termination of this Agreement for any reason, all rights and licenses granted to Party A under this Agreement shall immediately terminate and Party A shall have no further rights with respect to the Broadcast Events.
8.1 During the Term and for a period of [NUMBER] years after the expiration or termination of this Agreement, each Party shall hold in confidence and shall not, without the prior written consent of the other Party, disclose or permit to be disclosed any Confidential Information (as defined below). For purposes of this Agreement, "Confidential Information" means any and all information or material that has or could have commercial value or other utility in the business in which Party A is engaged. If Confidential Information is in written form, the disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information.
8.2 The confidentiality obligations set forth in this Agreement shall not extend to any information that is: (i) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the receiving Party; (ii) discovered or created by the receiving Party before disclosure by the disclosing Party; (iii) learned by the receiving Party through legitimate means other than from the disclosing Party or the disclosing Party's representatives; or (iv) is disclosed by receiving Party with the disclosing Party's prior written approval.
9.1 This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
9.2 This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes any prior agreements between the Parties with respect to such subject matter.
9.3 This Agreement may not be amended except in writing signed by each of the Parties.
9.4 This Agreement shall be governed by the laws of the State of [STATE].
9.5 The headings used in this Agreement are for reference only and shall not be used to interpret or construe this Agreement.
9.6 Each Party acknowledges that the other Party has entered into this Agreement relying on the limitations of liability, disclaimers of warranties, and exclusive remedy provisions in this Agreement, which allocate the risks between the Parties arising out of this Agreement and form an essential basis of the bargain between the Parties.
9.7 No waiver by either Party of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
9.8 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
9.9 This Agreement may be executed in counterparts, each of which shall be deemed an original and shall be binding on the Parties hereto, and each of which shall constitute one and the same agreement.
IN WITNESS WHEREOF, the Parties have executed this Broadcasting Rights Agreement as of the date first written above.
Party A: [PARTY A NAME]
Party B: [PARTY B NAME]