Broadcast and Streaming Rights License Agreement

BROADCAST AND STREAMING RIGHTS LICENSE AGREEMENT

This Broadcast and Streaming Rights License Agreement (the "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and between [LICENSOR NAME], a [ENTITY TYPE] ("Licensor"), and [LICENSEE NAME], a [ENTITY TYPE] ("Licensee").

ARTICLE 1: DEFINITIONS

1.1 "Program(s)" means the audiovisual work(s) identified in Schedule A.

1.2 "Linear Broadcast" means scheduled, non-interactive, one-to-many transmission via over-the-air broadcast, cable, DBS satellite, or IPTV.

1.3 "OTT" / "Streaming" means distribution of the Program via public internet protocol, including:

• SVOD: Subscription Video on Demand
• AVOD: Advertising-Supported Video on Demand
• TVOD: Transactional Video on Demand (rental/EST)
• FAST: Free Ad-Supported Streaming TV (linear channel over IP)

1.4 "Authorized Device" means a device approved under the DRM scheme in Schedule C.

1.5 "License Window" means, for each Medium, the period specified in Schedule A during which the Program may be exhibited or made available.

1.6 "Territory" means the geographic area specified in Schedule A, enforced by geo-fencing, GeoIP filtering, or equivalent.

1.7 "Exhibition Day" means each 24-hour period on which a Program is made available via a Medium.

ARTICLE 2: GRANT OF RIGHTS

2.1 Linear Broadcast Grant. Licensor grants Licensee the [exclusive / non-exclusive] right to exhibit the Programs via Linear Broadcast in the Territory during the License Window, subject to the run schedule in Schedule A.

2.2 OTT/Streaming Grant. Licensor grants Licensee the [exclusive / non-exclusive] right to make the Programs available via the OTT Services specified in Schedule A in the Territory during the License Window.

2.3 Run Limits. Linear runs are limited to [____] runs per Program during the License Window. Streaming availability is subject to the stream/view limits in Schedule B.

2.4 Incidental Promotion. Licensee may use short clips (up to [2 minutes / 10%] of running time, whichever is less) for promotional purposes during and for [60] days following the License Window.

2.5 Reserved Rights. All rights not expressly granted are reserved, including theatrical, home video, merchandising, sequel/remake, interactive/gaming, and AI training rights.

2.6 Platform Specificity. Licensee's rights attach to the Licensee Platform(s) specified in Schedule A and do not extend to sister services, affiliates, or syndication partners absent express consent.

2.7 Holdbacks. During the License Window and the Holdback periods in Schedule D, Licensor shall not license the same Medium/Territory combination to third parties.

ARTICLE 3: DELIVERY AND TECHNICAL REQUIREMENTS

3.1 Delivery. Licensor shall deliver master files conforming to Schedule C specifications by [__/__/____].

3.2 Technical Standards. Masters shall meet industry standards:

• Linear Broadcast: HDCAM-SR, XDCAM HD 50 Mbps, or ProRes HQ per broadcaster specification;
• OTT Streaming: adaptive-bitrate packaged file (HLS/MPEG-DASH) with [H.264 / H.265 / AV1] encoding;
• Captions: FCC-compliant CEA-608/708 (broadcast) and IMSC/TTML/WebVTT (streaming) under 47 C.F.R. § 79.103;
• Audio description: separate track per FCC audio description rules where required;
• HDR: [HDR10 / Dolby Vision / HLG] if applicable;
• Loudness: ATSC A/85 (broadcast) and ITU-R BS.1770-4 (streaming).

3.3 DRM and Security. Streaming content shall be protected by [Widevine / PlayReady / FairPlay] DRM at the security level specified in Schedule C. Forensic watermarking required for [UHD/4K content / all premium content].

3.4 Geo-Filtering. Licensee shall geo-block the Program to the Territory using industry-standard GeoIP plus VPN/proxy detection.

ARTICLE 4: LICENSE FEE AND PAYMENT

4.1 License Fee. Licensee shall pay Licensor:

☐ Flat fee of $[________] payable [on Effective Date / on delivery / in installments per Schedule B]
☐ Per-subscriber fee of $[____] per Subscriber per month
☐ Per-run fee of $[____] per Linear run
☐ Revenue share of [____]% of Net Advertising Revenue (FAST/AVOD)
☐ Minimum Guarantee of $[________] against a revenue share

4.2 Ad Revenue Accounting (AVOD/FAST). Net Advertising Revenue = gross advertising revenue attributable to the Program(s) less (a) advertising agency commissions (capped at [15]%); (b) ad serving costs (capped at [____]%); (c) sales commissions (capped at [____]%); and (d) actual taxes paid.

4.3 Reporting. Licensee shall deliver [monthly / quarterly] reports within [30] days of period close, including impressions, completed views, subscriber attribution (where available), and revenue.

4.4 Audit. Licensor may audit no more than once per 12 months on [30] days' written notice. Audit costs borne by Licensor unless underpayment exceeds [5]%.

ARTICLE 5: ADVERTISING AND SPONSORSHIP

5.1 Ad Insertion Rules. Licensee may insert advertisements only at natural act breaks or at intervals of not less than [10] minutes. No product placement, overlay, or brand integration that alters content without Licensor's consent.

5.2 Prohibited Categories. No advertising from categories prohibited in Schedule E (e.g., competing programming, tobacco, political advocacy, cannabis, adult content).

5.3 Branding. Licensee shall preserve on-screen credits, logos, bugs, and copyright notices. Licensee's channel bug shall not exceed [____]% of screen area and shall not obscure credits or dialogue.

ARTICLE 6: MUSIC AND GUILD OBLIGATIONS

6.1 Music Rights. Licensor warrants that synchronization and master-use licenses are cleared for all Media and the Territory. Licensee is responsible for obtaining performance licenses from applicable PROs (BMI, ASCAP, SESAC, GMR in the U.S.; PRS, GEMA, SACEM internationally).

6.2 Guild Residuals. Licensor shall discharge all residual obligations (WGA, DGA, SAG-AFTRA, AFM) for the grant hereunder, or expressly allocate to Licensee in Schedule F.

6.3 Must-Carry / Retransmission Consent. To the extent Licensee is a broadcast station, Licensee shall comply with 47 U.S.C. § 325 retransmission-consent obligations.

ARTICLE 7: REPRESENTATIONS AND WARRANTIES

7.1 Licensor. Licensor warrants that it owns or controls all rights granted, the Programs do not infringe third-party rights, all underlying rights (script, talent, music, stock footage) are cleared, and it holds E&O insurance in amounts not less than $[1,000,000 per claim / $3,000,000 aggregate].

7.2 Licensee. Licensee warrants it has all authority and approvals to exhibit/stream in the Territory, will comply with all applicable FCC, FTC, and consumer-protection regulations, and will not alter the Programs except as permitted.

ARTICLE 8: INDEMNIFICATION AND LIMITATION

8.1 Licensor Indemnity. For breach of warranties and third-party IP claims.

8.2 Licensee Indemnity. For Licensee's exhibition errors, ad content, edits, and data-privacy practices.

8.3 Limitation of Liability. EXCEPT FOR INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR IP INFRINGEMENT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, AND AGGREGATE LIABILITY SHALL NOT EXCEED $[________] OR FEES PAID IN THE PRIOR [12] MONTHS.

ARTICLE 9: TERM AND TERMINATION

9.1 Term. This Agreement begins on the Effective Date and expires at the end of the last License Window, unless terminated earlier.

9.2 Termination for Cause. Material breach, uncured within [30] days of notice.

9.3 Takedown. Upon expiration or termination, Licensee shall, within [7] days (streaming) or [24] hours (emergency content takedown), remove all instances of the Programs from all user-facing services.

9.4 Effect. All rights revert; Licensee shall destroy or return master files within [30] days and certify destruction in writing.

ARTICLE 10: GENERAL PROVISIONS

10.1 Governing Law. [STATE / COUNTRY], excluding conflicts-of-laws rules.

10.2 Dispute Resolution. [JAMS arbitration / courts of [VENUE]].

10.3 Assignment. No assignment without consent, except to affiliate or in a full-business sale.

10.4 Force Majeure. Standard clause; broadcast/streaming outages beyond reasonable control excused.

10.5 Data Privacy. Licensee shall handle viewer data in compliance with applicable privacy law (VPPA, GDPR, CCPA/CPRA).

10.6 Notices. In writing; email notice effective if acknowledged.

10.7 Entire Agreement. Supersedes prior agreements regarding the Programs.

SIGNATURES

LICENSOR: By: [________________________________] Name: [NAME] Title: [TITLE] Date: [__/__/____]

LICENSEE: By: [________________________________] Name: [NAME] Title: [TITLE] Date: [__/__/____]

SCHEDULE A — PROGRAMS, TERRITORY, WINDOW

SCHEDULE B — FEES AND REPORTING

SCHEDULE C — TECHNICAL SPECS AND DRM

SCHEDULE D — HOLDBACK MATRIX

SCHEDULE E — PROHIBITED AD CATEGORIES

☐ Competing services
☐ Tobacco / vaping
☐ Political advocacy
☐ Firearms
☐ Cannabis / hemp
☐ Adult content
☐ Other: [________________]

SCHEDULE F — RESIDUALS AND GUILD OBLIGATIONS

☐ Licensor discharges all residuals
☐ Licensee assumes SVOD/AVOD residuals per guild residual schedules
☐ Pass-through payments per Schedule B

Sources and References

• 17 U.S.C. § 106 — https://www.govinfo.gov/app/details/USCODE-2024-title17/USCODE-2024-title17-chap1-sec106
• 17 U.S.C. § 111 (Cable retransmission) — https://www.govinfo.gov/app/details/USCODE-2024-title17/USCODE-2024-title17-chap1-sec111
• 17 U.S.C. § 114 (Sound recordings) — https://www.govinfo.gov/app/details/USCODE-2024-title17/USCODE-2024-title17-chap1-sec114
• 17 U.S.C. § 119 (Satellite distant signals) — https://www.govinfo.gov/app/details/USCODE-2024-title17/USCODE-2024-title17-chap1-sec119
• 17 U.S.C. § 122 (Satellite local signals) — https://www.govinfo.gov/app/details/USCODE-2024-title17/USCODE-2024-title17-chap1-sec122
• 47 U.S.C. § 325 (Retransmission consent) — https://www.govinfo.gov/app/details/USCODE-2024-title47/USCODE-2024-title47-chap5-subchapIII-partI-sec325
• 47 C.F.R. § 79 (Closed captioning rules) — https://www.ecfr.gov/current/title-47/chapter-I/subchapter-C/part-79
• FCC MVPD guidance — https://www.fcc.gov

Disclaimer: This template is for informational purposes only. Linear and OTT distribution intersect with FCC rules, music licensing, data privacy, and guild residuals. Engage qualified entertainment/media counsel before use.