International Licensing Agreement

This International Licensing Agreement (the “Agreement”) is entered into as of [Date], by and between:

Licensor: Celebrate Health, a company duly organized and existing under the laws of [Country], with its principal office at [Address] (“Licensor” or “We”).

Licensor: SAAF, a company duly organized and existing under the laws of [Country], with its principal office at [Address] (“Licensor” or “We”).

Licensee: [Network Name], a company duly organized and existing under the laws of [Country], with its principal office at Address.

Recitals

WHEREAS, Celebrate Health and SAAF own the rights to certain media properties, specifically:

  • Radio Show: “Healthy Living Hour” (the “Radio Show”) – Seasons 1 and 2, 12 episodes each.
  • TV Show: “Wellness Warriors” (the “TV Show”) – Seasons 1 and 2, 12 episodes and 13 episodes, respectively.
    These are collectively referred to as the “Programs”;

WHEREAS, Licensee desires to acquire a license to broadcast and/or distribute the Programs in the specified territory, under the terms set forth herein, for a limited duration;

NOW, THEREFORE, the parties agree as follows:

1. Definitions

1.1 Programs: Refers to the Radio Show “Healthy Living Hour” (Seasons 1 and 2, 12 episodes each) and TV Show “Wellness Warriors” (Seasons 1 and 2, 12 episodes and 13 episodes, respectively) as described in the preamble, in their original or edited form.

1.2 Licensed Territory: The geographic area or countries where the Programs will be broadcast or distributed, as agreed upon by both parties.

1.3 License Fee: The amount to be paid by the Licensee to the Licensor for the right to broadcast or distribute the Programs, determined by the population of the market, with a base estimate of $[X] for a market with 100,000 people (not necessarily listeners/viewers).

1.4 Broadcast Term: The period during which the Licensee has the right to broadcast or distribute the Programs under this Agreement, consisting of an initial term of three months and a renewal term of three months for re-runs.

1.5 Ad Inventory: The available advertising slots within the Program that the Licensee can use for advertising, based on the described format.

2. Grant of License

2.1 License: Licensors, Celebrate Health and SAAF, jointly grant Licensee a non-exclusive, non-transferable license to broadcast and distribute the Programs within the Licensed Territory for the Broadcast Term.

2.2 Scope: This license includes the right to:

  • Broadcast the Programs on television, radio, or any other medium, including streaming services.
  • Distribute the Programs through digital platforms (e.g., VOD, OTT) as agreed upon by both parties.
  • Insert advertising in the Programs, subject to the conditions outlined in Section 3 (Advertising) and Section 5 (Embedded Promotions).

3. Advertising and Sponsorship

3.1 Ad Slot Configuration:

  • For the Radio Show: The 15-minute version includes up to [X] minutes for advertising, and the 60-minute version includes up to [X] minutes for advertising.
  • For the TV Show: The 30-minute version includes up to [X] minutes for advertising, and the 60-minute version includes up to [X] minutes for advertising.
  • Advertising slots may be [30/60] seconds in duration, as determined by the Licensee.
  • Maximum of two-minute breaks will be applied to each Program (whether for radio or TV), and no more than two ad breaks per Program.

3.2 Selection of Advertisers:

  • The Licensee shall ensure that all advertisements placed during the Programs align with the healthy lifestyle, wellness, and preventative health themes of the Programs.
  • The Licensee agrees to refrain from accepting advertisements for products or services that are in direct conflict with the content, such as those promoting unhealthy eating habits, smoking, alcohol consumption, or other harmful lifestyle choices.
  • The Licensors, Celebrate Health and SAAF, reserve the right to review and approve any advertisement before it is broadcast.

3.3 Ad Placement Limitations:

  • The Licensee will insert no more than two ad breaks per Program, as per the described Program format (e.g., two breaks per hour or per 30-minute show).
  • The ad slots may only be sold at the following rates: [X] per minute for the 60-minute show and [X] per minute for the 30-minute show.

4. Embedded Promotions

4.1 Non-Cutting of Embedded Promotions:

  • The Licensee shall not cut, edit, or remove any embedded promotions for the Licensor’s brand, likeness, or products included within the Programs.
  • The embedded promotions shall remain intact and included in every broadcast, including any re-runs.

4.2 Placement of Embedded Promotions:

  • The Licensee agrees to ensure the prominence and visibility of the embedded promotions, subject to final approval by the Licensor.

4.3 Branding:

  • The Licensee agrees to feature the Licensor’s logo, brand name, and any other branding assets as part of the Program broadcast, in accordance with the Licensor’s specifications.

5. License Fee and Payment Terms

5.1 License Fee: The Licensee shall pay to the Licensors, Celebrate Health and SAAF, a license fee calculated based on a market population of 100,000, with adjustments for the specific market. The fee will be [X] per 100,000 of population (not necessarily viewers/listeners), subject to negotiation for specific territories.

  • Initial Term: The license fee for the initial three-month term shall be calculated as described above.
  • Re-runs: If the Licensee wishes to re-broadcast the Programs for an additional three months, the fee for such re-runs shall be 50% of the original fee for the first term.

5.2 Payment Schedule:

  • The Licensee agrees to pay the full license fee within [X] days of execution of this Agreement for the initial term.
  • Payment for re-runs must be made prior to the beginning of the renewal term.

5.3 Currency: All payments under this Agreement shall be made in [Currency], unless otherwise agreed upon by both parties.

6. Term and Termination

6.1 Term: The term of this Agreement shall commence on [Date] and shall continue for the initial Broadcast Term of three months, with an option for an additional three months for re-runs.

6.2 Termination for Cause: Either party may terminate this Agreement with immediate effect in the event of a material breach by the other party, provided that the breach is not cured within [X] days after notice of the breach is given.

6.3 Early Termination: The Licensors, Celebrate Health and SAAF, may terminate the Agreement at any time if the Licensee fails to comply with the terms regarding advertising content or embedded promotions.

7. Intellectual Property Rights

7.1 Ownership: The Licensors, Celebrate Health and SAAF, retain all rights, title, and interest in and to the Programs, including all intellectual property rights therein.
7.2 No Transfer of Rights: Except for the specific license granted herein, nothing in this Agreement shall be construed as transferring any intellectual property rights to the Licensee.

8. Indemnification

8.1 Indemnification by Licensee: The Licensee agrees to indemnify and hold harmless the Licensors, Celebrate Health and SAAF, their affiliates, and their respective officers, directors, employees, and agents from any claims, damages, or expenses arising from the broadcast, distribution, or advertisement of the Programs, including but not limited to claims relating to the content, advertisements, or third-party claims related to the use of the Programs.

8.2 Indemnification by Licensors: The Licensors, Celebrate Health and SAAF, agree to indemnify and hold harmless the Licensee against any claims, damages, or expenses arising from the infringement of any third-party intellectual property rights related to the Programs.

9. Dispute Resolution and Governing Law

9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflicts of law principles.

9.2 Dispute Resolution: Any disputes arising from or related to this Agreement shall be resolved through binding arbitration in [Location] under the rules of [Arbitration Body].

9.3 Jurisdiction: The parties agree that any dispute not resolved through arbitration shall be subject to the exclusive jurisdiction of the courts of [Jurisdiction].

10. Miscellaneous

10.1 Force Majeure: Neither party shall be liable for

any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, strikes, or governmental actions.

10.2 Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral.

10.3 Amendments: This Agreement may be amended only in writing, signed by both parties.

I. Licensing Opportunity II. Licensing Guidelines (CBU & AUB) III. Licensing Agreement (Subject To Change As Needed)