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Páginas: 9 (2104 palabras) Publicado: 13 de enero de 2013
BENT PIXELS, LLC CONTENT PROVIDER AGREEMENT THIS AGREEMENT is made between BENT PIXELS, LLC, a Nevada Limited Liability Company duly incorporated under the laws of the Nevada, with a principal place of business at 2620 Regatta Drive, Suite 102, Las Vegas, Nevada 89128 (“BENT PIXELS”) and ________________________ the undersigned Media Owner (collectively, the “Parties”), as of ____________ (the“Effective Date”). WHEREAS, Media Owner owns Media that it wishes to commercially exploit; and WHEREAS, BENT PIXELS wishes to assist Media Owner in generating revenue from the Media. NOW, THEREFORE, in consideration of the mutual covenants, agreements and promises contained herein, the Parties do covenant, agree and certify as follows: 1. DEFINITIONS a. “Media Owner” means the undersigned party who isentering into this Agreement with BENT PIXELS. b. “Laws” means those laws of Nevada, the United States or any other jurisdiction in which the Media Owner has relevant media property reasonably understood to be subject to this Agreement. c. “Media” means any audio, video or other content previously or subsequently delivered by Media Owner to BENT PIXELS and accepted by BENT PIXELS. d. “Revenues”means the gross revenue, including the fair market value of any equitable or other non-monetary remuneration, received directly or indirectly by or otherwise payable to BENT PIXELS from the license, lease, sale, assignment or enforcement of any right, title or interest in or to all or part of the Media, less expenses, all as determined by BENT PIXELS in accordance with generally accepted accountingprinciples. e. “Term” means the term of this Agreement described in Section 6 below. 2. REPRESENTATIONS AND WARRANTIES Media Owner represents and warrants to BENT PIXELS that, as at the date first written above: a. Media Owner is the exclusive legal and beneficial owner of all right, title and interest in and to the Media and without limitation have the right to distribute, use, sell, license,and sublicense the Media;

b. Media Owner has not conveyed, assigned or encumbered any of the rights described in subparagraph 2(a) above; c. The execution and delivery of this Agreement and the completion and performance of the transactions and obligations contemplated by or contained in this Agreement will not breach, violate or conflict with any instrument or agreement governing the Media orin any way exclude Media Owner’s right to use, sell, license or dispose of or to bring any action for the infringement of any right in or to the Media; d. There are no pending or, to Media Owner’s knowledge, threatened, claims, actions, demands, lawsuits or other proceedings contesting the validity, ownership or right to use, sell, license or dispose of any of the Media, nor to its knowledge isthere any basis for such claim, nor have you received any notice asserting that any of its rights in or to the Media or the proposed use, sale, license or disposition thereof conflicts or will conflict with the rights of any other party, nor is there any basis for any such assertion; e. There are no royalties, honoraria, fees or other payments payable by Media Owner to any other person by reason ofthe ownership, use, license, sale or disposition of the Media; f. There are no employee, consultant, owner, shareholder, agent, or any other third party claims of any assignment, right, title, or interest in the Media, in whole or in part; g. Media Owner has no knowledge of any infringement upon the Media; and h. The Media does not violate any Laws. 3. LICENSE Media Owner hereby grants to BENTPIXELS the exclusive, irrevocable and worldwide right and license to use, reproduce, keep copies of for archival purposes, promote, offer to sell, sell, distribute, license, sublicense, publish, exhibit, display, perform, create derivate works, and commercially exploit the Media, in part or in whole, for any purpose that BENT PIXELS, in its sole discretion, considers appropriate at any time and...
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