CONTENT LICENSE AGREEMENT



REPRESENTATION CONTENT DISTRIBUTION PROPOSAL

INTRODUCTION: CPNet is a Barbados based Consultant for content provision and delivers services in marketing and broadcast/distribution agreement negotiations. We focus on Subscription television channels, and IPTV networks.

CPNet is authorized to act on the behalf of the Caribbean Media Corporation (CMC) and Collywood TV, and to promote the distribution of their linear and non linear content to other networks. The CMC through its CaribVision channel has regional news, culture and social commentary while Collywood provides Pan African film content with products that are exclusive .

This portfolio mix allows CPNet to address all genre of programming and to fulfill the needs of any Network wishing to carry rich Caribbean, Pan African or Latin American content.

BACKGROUND: The region has for years searched for entertaining and informative programming to provide for viewers and subscribers. There has been little organization in the gathering and distribution of the wealth of regional, African and Latin American films which are available.

CPNet has completely changed this situation. No longer do you need to settle for entertaining films, TV series, and Game shows emanating from markets and areas of different social or cultural standards because our content providers have made it their mandate to realize and deliver excellent regional entertainment programming.

The “Content” is therefore the television programming as well as films made by Collywood Productions for Television distribution in the Territory, and any alternate versions of the Channel created for distribution in the Territory during the period of the affiliation. The live linear feed of CaribVision via satellite and any other content which may become available from time to time.

TERM: The term of affiliation is a period of three (3) years from the date of agreement signature. This Agreement automatically renews for an additional three (3) years unless either party notifies the other to the contrary least one hundred twenty (120) days prior to the end of the period of its intent not to extend the agreement.

TERRITORY: The “Territory” is global.

RIGHTS: Any and all rights in and to the Channel and any Content not expressly granted to the affiliate are reserved to and by content provider The affiliate will broadcast on its own platform, the content stream or files transferred by electronic means by the content provider for the distribution of the Channel, or Content on the affiliate networks.

REVENUE SHARING : The Network compensation model is based on a subscription revenue share principle. The Content provider will receive from the affiliate an amount to be negotiated in US cents on the dollar per subscriber viewing provider content from the affiliate platform each month, up to a subscriber base of 1.5 million and a lower amount to be negoatiated in US cents on the dollar for subscription bases which exceed 1.5 million viewers. Payments due to the the content provider are made by the affiliate within thirty (30) days of receipt of revenues. If subscription is in local currency, it shall be converted into US currency for the purposes of the partnership.

DELIVERY OF CONTENT: The content provider shall deliver the Channel or the Content in English from one or more CDN platforms, or by such other method or means as the parties wish to arrange. The content provider shall be exclusively responsible for satisfying all delivery requirements of the Channels described above.

WARRANTIES: The content provider , warrants and guarantees that it is the sole legal owner of the Content broadcast rights, along with its underlying and constituent elements, free and clear of all encumbrances with full right and title to enter any broadcast affiliation. CPNet has been provided with the documentation indicating that the content provider has obtained all the necessary clearances in order to grant the free and unhindered distribution rights for all media delivered to the affiliate.

RETRANSMITTION: The affiliate is not authorized to re-transmit the content provider feed outside the boundaries of the primary distribution agreement without the prior written consent of CPNet who will need to obtain clearance from the content provider within a reasonable period.

CONCLUSION: I wish to take this opportunity to thank you for your interest in our services, and look forward to the opportunity for a meaningful affiliation.

Regards

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Charles Pile

Global Television Content Providers

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