270 Legal [Sample Agreements]

DIGITAL VIDEO DOWNLOAD SALES AGREEMENT

This Agreement (as hereinafter defined) is by and between Apple Inc. (“APPLE”), having its principal place of business at 1 Infinite Loop, Cupertino, California 95014, and RHI Entertainment Distribution, LLC (“SUPPLIER”), having its principal place of business at 1325 Avenue of the Americas, New York, New York 10019, and is entered into as of the date this Agreement set forth below and is effective once signed by both APPLE and SUPPLIER (the “Effective Date”).

WHEREAS, APPLE desires to sell permanent Video (as hereinafter defined) downloads of certain Videos and other audio-visual content owned by SUPPLIER; and

WHEREAS, SUPPLIER is willing to allow the Sale (as hereinafter defined) of permanent Video downloads of certain such audio-visual content, as set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, APPLE and SUPPLIER (collectively the “Parties”) hereby agree as follows:

1. Definitions.

The following terms shall have the following meanings for purposes of this Agreement:

(a) “Agreement” means this Agreement and the exhibits expressly attached hereto and made a part hereof. In the event of any conflict between the provisions set forth in the main body of this Agreement and any exhibit, the conflicting provisions set forth in the applicable exhibit shall control.

(b) “Artwork” means any artwork relating to SUPPLIER Content that SUPPLIER owns, controls or has Cleared (as hereinafter defined) for use or exploitation in accordance with Section 2 hereof and otherwise in accordance with the other terms of this Agreement.

(c) “broadcast” means any telecast or cablecast by any means now known or hereafter devised including, without limitation, by way of over the air, cable, and satellite systems.

(d) “Content File” means a digital file containing SUPPLIER Content, Artwork (if any), parental advisory notices (if any), copyright notices (if any), and associated metadata that the Parties mutually agree upon in writing, or which SUPPLIER or its designees delivers to APPLE hereunder.

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