VOD Screening Agreement


DRAFT: This Screening Agreement is a working draft and was last updated on 5 September 2018.

Please read this screening agreement carefully (the “Agreement”). This Agreement governs your relationship with us regarding the screening of your show on our Channel Services, the platforms of our distribution partners, and our promotion of your Comedy Show and related services.

INTRODUCTION

We are Grassroutes Entertainment Limited ( 11320480), a limited company registered in England and Wales with registered address at 6a Church Terrace, London, England, SE13 5BT (“Punkanary”, “us” “our” or “we”) operate and provide the Channel Services.

This Agreement is a legally binding contract between you, an individual user of at least 18 years of age or a single entity (“you”, “Creator” or, collectively, “Creators”), and Punkanary regarding the provision and streaming of your content via the Channel Services.

You agree to licence your Comedy Show to be displayed and screened on the Channel Services.

AGREED TERMS

1. INTERPRETATION

The following definitions and rules of interpretation apply in this Agreement.

1.1 Definitions:

Comedy Show: a comedy show in development on our Production Studio.

Comedy Show Content: any text, graphics, audio, visual (including still visual images) and/or audio-visual material, software, applications, data, database content or other multimedia content, information and material, including the metadata relating to the Comedy Show, provided by Creator under this Agreement.

Confidential Information: confidential commercial, financial, marketing or technical information, know-how, trade secrets, Viewers' personal data and other confidential information relating to Punkanary, Creator or Network Provider (including the terms of this Agreement) in any form or medium whether disclosed orally or in writing before or after the date of this Agreement, together with any reproductions of such information in any form or medium or any part of this information.

Channel Service: a streaming digital distribution platform consisting of a video-on-demand services, websites, services, software applications, embeddable players, and/or syndicated widgets.

Creator Marks: the trademarks, service marks, logos and other distinctive brand features of Creator.

Creator Materials: the Comedy Show Content, the Confidential Information of Creator and the Creator Marks.

Data Protection Legislation: the UK Data Protection Legislation and (for as long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.

DRM Technology: the digital rights management and content protection technology approved by Creator as communicated by the Creator to Punkanary and as reviewed by the parties from time to time.

Editorial Responsibility: in accordance with section 368A of the Communications Act 2003 general control over:

a) what programmes are included in the range of programmes offered to users; and

b) the manner in which the programmes are organised in that range.

Effective Date: the date your Comedy Show achieves the Fan Target.

End Date: the last date, as agreed between the parties in writing and, on which Punkanary is entitled to make specified Comedy Show Content available to Viewers.

Fan Target: the specified minimum target, as may be revised from time to time, of confirmed users following a Comedy Show on our Production Studio.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Launch Date: the date from which Comedy Show Content shall be made available on the Platform, as agreed in writing between the parties.

Launch Schedule: the schedule of dates, as agreed between the parties from time to time in writing and by reference to the Comedy Show Content Specification, on which specific Comedy Show Content, shall be made available on the Platform, and which is set out in Annex A.

Logo: our applicable logo artwork or such logo artwork as we designate.

Net Revenue: all revenues received by Punkanary after deduction of applicable VAT.

Network Provider: an internet service provider, mobile network operator or any other provider of a network over which Comedy Show Content is transmitted.

Payment Period: any one (1) month period in respect of which payments are made to Creator by Punkanary.

Platform: the medium through which the Comedy Show Content is made available by Punkanary to Viewers.

Production Studio Charge Amount:

Punkanary Advertising: any augmentation of the Comedy Show Content with such advertising and by such method as is agreed between the parties, including, for example, product placement and credits and branding and sponsorship.

Punkanary Materials: the Service Technology and the Confidential Information of Punkanary.

Service Technology: the technological software and infrastructure used by Punkanary in connection with the Channel Service.

Term: the term of this Agreement as set out in clause 11.

UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation.

Use: the way in which the Comedy Show Content is deployed by Punkanary in providing the Channel Services, such deployment to include copying, hosting, electronically storing, caching, displaying, encoding, transcoding, compressing, communicating, transmitting, making available and distributing the Comedy Show Content to Viewers.

Viewer: any person authorised by or on behalf of the Punkanary to access the Channel Service.

2. LICENCE

2.1. Although you retain all ownership in your Comedy Show Content, you hereby grant Punkanary the worldwide, fully assignable, unrestricted, exclusive, royalty-free rights and licence to Use the Comedy Show Content during the Term in accordance with this Agreement for the purpose of providing the Channel Service to Viewers including without limitation, the exclusive right to:

a) create preview clips and artwork from your Comedy Show Content and make available your preview clips and artwork via the Channel Services to users;

b) use and to reproduce the Creator Marks, likenesses and biographical materials of you and all persons rendering services in connection with your Comedy Show Content;

c) edit, reproduce, distribute, publicly perform, stream (including without limitation by SVOD), display, transfer and host your Comedy Show Content (and/or portions thereof) for Punkanary promotional purposes only (no material or substantive changes will be made by us to the complete Comedy Show Content without your prior approval);

d) publicly perform any musical compositions that may be embodied in the Comedy Show Content; and

e) edit and reproduce any musical compositions that may be embodied in the Comedy Show Content.

2.2. The Creator, by granting the licence detailed in clause 2.1, also grants Punkanary the express right to Punkanary to grant a sub-licence to Viewers to the extent necessary for Viewers to view the Comedy Show Content.

2.3. Creator and Punkanary acknowledge and agree that:

a) nothing in this Agreement will confer on Punkanary any right of ownership in the Comedy Show Content;

b) all Intellectual Property Rights in the Channel Services are the  property of Punkanary and/or its licensors; and

c) nothing in this Agreement will confer on Creator any right of ownership in the Punkanary Materials.

2.4. Punkanary shall be entitled to digitise, encode, aggregate, compress, index, technically manipulate, and otherwise change or modify the Comedy Show Content (including associating any applicable metadata provided by Creator with such Comedy Show Content) solely for the purposes of making the Comedy Show Content available on the Platform in accordance with this Agreement, to the extent technically necessary for exercise of the rights granted in this clause 2.

2.5. Such rights and licences granted in this clause 2, will apply to any form, media, or technology now known or hereafter developed.

2.6. On termination of this Agreement pursuant to clause 11, you shall hereby grant us Punkanary a non-exclusive, worldwide perpetual licence to Use the Comedy Show Content, along with a sub-licence to Viewers to the extent necessary for Viewers to continue to view the Comedy Show Content.

3. DELIVERY AND TAKEDOWN OF COMEDY SHOW CONTENT

3.1. Creator acknowledges that Comedy Show Content must be provided to Punkanary at least forty eight (48) hours in advance of the specified Launch Date to enable Punkanary to make Comedy Show Content available to Viewers by that Launch Date.

3.2. Creator shall provide the Comedy Show Content free of any trade mark, copyright or other proprietary rights notice incorporated in the body of the Comedy Show Content (save for the front or end credits).

3.3. Creator agrees to add our Logo, to the front of the relevant Comedy Show prior to delivery and/or to allow us to add the Logo to the final Comedy Show video file that you provide us.

3.4. Punkanary shall make best efforts to make the relevant Comedy Show Content available to Viewers via the Platform during the Term for a subscription fee OR on a free-to-consumer, ad-funded and on an on-demand basis.

3.5. Ownership of all Comedy Show Content delivered to Punkanary under this Agreement shall remain with Creator at all times notwithstanding that the same may not be in its possession or control.

3.6. Risk in the Comedy Show Content shall remain with the Creator upon delivery.

3.7. Notwithstanding clause 3.5, the parties agree that Punkanary has Editorial Responsibility for the Comedy Show Content that resides on the Channel Service.

3.8. Punkanary shall, as soon as reasonably practicable, following a request from Creator, and in any event within twenty four (24) hours of such request, remove any specified Comedy Show Content from the Platform, if Creator considers that, in its good faith judgment:

a)  Punkanary's distribution of the Comedy Show Content might infringe upon the rights (including but not limited to the Intellectual Property Rights) of any third party or in the event of any allegation by a third party of infringement of such rights or if Creator has reason to believe that an allegation of infringement may be made by a third party as a result of such distribution;

b) it no longer has, or it considers that it may no longer have, all requisite rights to permit Punkanary's distribution of the Comedy Show Content in accordance with this Agreement;

c) Punkanary's distribution of the Comedy Show Content, in whole or in part, might violate any law, regulation, court order or other ruling of any governmental, judicial or regulatory body or cause Creator to suffer any loss or liability; or

d) there is any other bona fide legal or commercial reason.

3.9. In the event that Creator either suspends or withdraws delivery of, or access to, any Comedy Show Content, the parties shall negotiate, in good faith, the provision by Creator of replacement Comedy Show Content.

3.10. If equivalent replacement Comedy Show Content cannot be supplied by Creator, Punkanary shall, unless it was responsible for the suspension or withdrawal, be entitled to withhold any payments to Creator on a pro rata basis relative to the proportion of the Payment Period during which neither the Comedy Show Content, nor any replacement Comedy Show Content, is delivered to the Punkanary.

3.11. Punkanary may, subject to obtaining the prior consent of Creator, where it is practicable to obtain such consent, cease making the Comedy Show Content available to Viewers, either in whole or in part (a “Takedown”) where:

a) either party becomes aware that the Comedy Show Content:

    i) violates the Intellectual Property Rights or any other rights of any third party;

    ii) violates any applicable law, regulation, code of practice or is subject to an injunction or other action by a third party;

    iii) violates Punkanary's policies;

    iv) may otherwise create liability for Punkanary or its associated companies; or

b) the display of the Comedy Show Content is impacting the integrity or technical performance of the Service Technology; or

c) either party has received at least two (2) material complaints in respect of such Comedy Show Content,

together, the “Takedown Criteria”.

3.12. Under clause 3.11(b), the materiality of any complaint or group of complaints shall be determined in line with Punkanary's policies.

3.13. Punkanary shall keep Creator fully appraised of any complaints in respect of any Comedy Show Content by providing:

a) details of all material complaints within twenty four (24) hours of receipt thereof; and

b) complete quarterly reports detailing all complaints.

3.14. Where it is not practicable for Punkanary to obtain consent from Creator before conducting a Takedown, such action can be taken unilaterally by Punkanary provided that such decision can be reasonably justified on the basis of Takedown Criteria detailed in clause 3.11.

3.15. Where Punkanary conducts a Takedown, it shall immediately notify Creator, in writing, of the Takedown and the reasons behind it.

3.16. Where Punkanary has effected a unilateral Takedown in accordance with clause 3.14, Creator may dispute such Takedown provided that it gives written notice of such dispute to Punkanary within five (5) Business Days of the Takedown.

3.17. Where a dispute is lodged legitimately, and in good faith, in accordance with clause 3.16, the parties shall have a period of ten (10) Business Days from delivery of the notice under clause 3.16 to resolve the dispute. In the event that the dispute is successfully resolved, the Punkanary shall restore the Comedy Show Content which is subject to the Takedown. If the parties cannot resolve the dispute, or the Takedown is not disputed by Creator, the parties shall discuss the possibility of replacing it with equivalent Comedy Show Content.

3.18. For the avoidance of doubt, the conduct of any Takedown by Punkanary, with or without consent from Creator, does not entitle Punkanary to edit, modify, censor or otherwise change any aspect of the Comedy Show Content which is subject of the Takedown.

4. FUNCTIONALITY

4.1. The Comedy Show Content shall be available at all times from the Launch Date and, where applicable, until the End Date, such that it can be viewed by a Viewer, in its entirety, in its original form without alteration, interpolation or elimination, on an on-demand basis.

4.2. Punkanary shall be entitled to add to, alter, modify and/or, in any other way, change the Comedy Show Content (or any part of it) as delivered to it by Creator including the adding of any Punkanary Advertising and overlaying or framing any content over the Comedy Show Content.

4.3. Throughout the Term, the availability of the Comedy Show Content shall, from the Launch Date, be included in Punkanary's on-screen listings and navigation page for the Channel Service.

4.4. Where the Comedy Show Content is subject to an End Date, the availability of such Comedy Show Content shall be removed from Punkanary's on-screen listings and navigation page for the Channel Service at the End Date.

4.5. Punkanary shall use its commercially reasonable endeavours to advertise and promote the availability of the Comedy Show Content on the Platform.

4.6. Punkanary shall not be entitled to distribute or market the distribution of the Comedy Show Content:

a) in any bundle of Comedy Show Content without the prior written approval of Creator, such approval not to be unreasonably withheld or delayed;

b) in any bundle with third-party content or services without the prior written approval of Creator, such approval not to be unreasonably withheld or delayed;

c) in any manner other than on an individual, stand-alone, clip-by-clip or title-by-title basis (for example, Punkanary may not distribute as a feed or string of clips).

5. CHANNEL PLATFORM SECURITY

5.1. Punkanary shall, at all times, maintain in force a range of security measures including, but not limited to:

a) ensuring that the Comedy Show Content is protected by DRM Technology, as reviewed from time to time;

b) ensuring that no individual or entity is permitted or encouraged to do anything whereby any Comedy Show Content, in whole or in part, may be stored or retransmitted;

c) ensuring that the Punkanary shall not, without the prior written approval of Creator, introduce, supply, support or make available to Viewers:

     (i) any technology that may enable the Comedy Show Content, or any part thereof, to be forwarded, transmitted, or retransmitted by Viewers in a manner which circumvents the DRM Technology; or

     (ii) any technology that may enable the Comedy Show Content, or any part thereof to be captured, downloaded or stored by Viewers;

5.2. Punkanary shall immediately inform Creator in the event that it becomes aware of any unauthorised access, copying, modification, storage, forwarding, transmission and/or retransmission of the Comedy Show Content, or any part thereof, and shall take prompt and proper remedial action against such unauthorised acts.

5.3. Punkanary shall, in respect of any remedial action taken under clause 5.2, make reasonable efforts to provide regular updates to Creator, such updates to conclude with a summary of the action taken to successfully remedy the unauthorised act.

6. CHANNEL REVENUE MODEL, FEES AND PAYMENT

6.1. It is presently envisaged that Comedy Show Content will be made available to Viewers on the Channel for a subscription fee, however you acknowledge that (i) the Channel and revenue model is still in its early stages of development and subject to change and (ii) we may pursue alternative models that may be free-to-consumer (ad based), sponsorship based and/or subscription based.

6.2. Further to clause 6.1, we will make best efforts to establish a working revenue model on or before the Revenue Date, and account for payments to you based on viewing metrics for your Comedy Show.

6.3. In the event that we are unable to secure a Creator Pool by the Revenue Date or launch the VOD platform then this Agreement is terminated in accordance with clause 11.

6.4. On the basis that we pursue and establish a subscription model on or before the Revenue Date:

a) Viewers will pay a fee to subscribe to view the Comedy Show Content(s) (“Subscribers”), and payments to Creator based on viewings of the Comedy Show Content will be subject to and in accordance with Punkanary’s standard pricing models (i.e. how much we charge the Subscribers), which are subject to adjustment at any time, with or without notice, by Punkanary.

b) Punkanary will allocate 50% of every Subscriber payment collected to the Creator royalty pool each month, and you will receive a pro-rata share of such amounts based on minutes watched by Subscribers of your Comedy Show Content each month as determined by us pursuant to our regular record-keeping methods and procedures.

c) Your portion of such amounts shall be deemed “Creator Payments” and you will be accounted to on a quarterly basis (within 30 days of the end of each quarter) and paid sums due to you if and to the extent any such revenue is earned by you.

d) Creator Payments shall be net of any and all associated fees or charges (e.g., credit card fees and with respect to your Comedy Show Content and any other deductions made by us pursuant to the terms and conditions herein and on the Channel Services.

6.5. You agree that you will be responsible for all applicable taxes incurred as a result of the Creator Payments and indemnify and hold us harmless for any liability with respect to same.

6.6. The Content provided to Punkanary shall not include any advertising, including product placement, or sponsorship.

6.7. Without prejudice to clause 6.6, Punkanary shall be entitled to include Punkanary Advertising in the Comedy Show Content.

6.8. Punkanary shall be entitled to retain the other 50% share that it derives from the subscriptions purchased by Viewers under clause 6.4 OR the Punkanary Advertising, under clause 6.6, less all applicable taxes and other agreed deductions.

6.9. All amounts referred to in this clause 6 shall be paid by Platform Provider to Content Provider, exclusive of VAT and other sales taxes.

6.10. In retaining the amounts due to it under clause 6.8, Punkanary shall not be entitled to deduct or withhold any portion of such amounts other than as required by law and Punkanary shall not be entitled to any credit, set-off, deduction, counterclaim or abatement, of any nature, against Creator in order to justify withholding payment of any such amount in whole or in part.

6.11. If Punkanary is required by any applicable present or future law, rule or regulation of any competent governmental or other administrative body, to make any deduction or withholding in respect of tax or otherwise from any amount or amounts payable to Creator under this Agreement, Punkanary shall:

a) pay to Creator an additional amount as will, after deduction or withholding has been made, leave Creator with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding;

b) promptly pay to the relevant authority within the period permitted by law the amount of such withholding or deduction; and

c) provide Creator with written evidence (including certification, where appropriate) that it has made the payment to the relevant tax authority.

6.12. All amounts payable under this Agreement shall be paid in pounds sterling.

7. DATA AND METRICS

7.1. Punkanary is the sole owner of all data and metrics it observes or collects during or after the term of this Agreement as part of providing the Channel Services or otherwise.

7.2. Upon written request, Punkanary agrees to share all data and metrics information to the Creator with respect to such Comedy Show Content only, on no less than a quarterly basis; provided, however, that Punkanary shall at all times retain ownership of such information unless otherwise agreed in writing signed by us and Creator. Creator agrees to and shall not disclose any such information without approval from Punkanary.

8. WARRANTIES AND INDEMNITIES

8.1. Each party warrants and represents that it has the right and power to enter into this Agreement, to perform all of its obligations under this Agreement and to grant those rights and licences set out in this Agreement.

8.2. Each party warrants and represents that, at all times during the Term, they shall carry out their obligations conscientiously, with due care and skill, and in accordance with all applicable laws and regulations.

8.3. Each party warrants and represents that it will use commercially available industry standard virus checking software to ensure that the Channel Services are not adversely affected by any type of malicious software, including but not limited to:

a) contaminated files;

b) viruses;

c) worms;

d) Trojan horses; or

e) other similar harmful components that could affect or delay delivery of the Channel Services.

8.4. Without limiting Punkanary's obligations under this Agreement, Punkanary shall take all commercially reasonable steps to ensure that it, and any relevant subcontractors engaged by it in accordance with clause 11.4(b)(v)(v), will comply with:

a) any relevant security procedures established by either party in connection with the Channel Services and/or this Agreement;

b) all applicable site and facility rules and regulations, when on Creator controlled sites;

c) Punkanary's own internal security standards; and

d) good industry practice.

8.5. Creator warrants and represents that the Creator Materials shall contain nothing that is, or that when used by Punkanary, Network Provider or Viewers in the form delivered by Creator and otherwise in accordance with the terms of this Agreement, shall be:

a) pornographic or obscene;

b) in breach of any Intellectual Property Rights or infringe the moral rights of any person; or

c) in breach of any content rules published from time to time by the Creator.

8.6. Punkanary warrants and represents that, at all times during the Term, it shall Use the Comedy Show Content and Comedy Show Content metadata only as expressly set out in this Agreement.

8.7. Creator warrants and represents that Creator has not offered or allowed, and will not during the Term offer or allow, the Comedy Show Content to be streamed for free elsewhere.

8.8. Except as expressly set forth in this Agreement, neither party makes any warranties, express or implied and, to the fullest extent possible under applicable law, both parties hereby expressly disclaim any warranties, terms and conditions, express, implied or statutory with respect thereto, including without limitation, warranties or conditions of satisfactory quality, fitness for a particular purpose, as to the use of reasonable skill and care and non-infringement, and their equivalents under the laws of any jurisdiction.

8.9. Creator shall fully indemnify and hold harmless Punkanary from and against any damages, costs and expenses suffered or incurred by Punkanary or awarded by a court of competent jurisdiction against Punkanary as a direct result of or in connection with any claim or action that the use by Punkanary, Network Provider, or Viewers of the Creator Materials or any part of the Creator Materials in accordance with this Agreement infringes the Intellectual Property Rights of a third party or breaches any applicable law or regulation.

8.10. The indemnification, defence, and hold harmless provisions of this Agreement shall survive termination or expiration of this Agreement, as shall those provisions serving to limit Punkanary’s liability hereunder.

9. CONFIDENTIALITY AND DATA PROTECTION

9.1. Punkanary and Creator both warrant and represent that they will keep confidential all Confidential Information disclosed to them by the other party (or, in respect of the Creator, disclosed by the Network Provider).

9.2. The obligations of confidentiality in this clause 9 will not apply to any matter that:

a) is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under this Agreement or any other obligations of confidentiality;

b) was independently disclosed to it by a third party entitled to disclose the same; or

c) was already known to the recipient before receipt from the other party.

9.3. Both parties must establish and maintain such security measures and procedures as are reasonably practicable to provide for the safe custody of the Confidential Information.

9.4. Each party will only store, copy or use the other's Confidential Information to the extent necessary to perform its obligations under this Agreement.

9.5. Each recipient may disclose Confidential Information as may be required by law, regulation or order of a competent authority to be disclosed, or as reasonably required to be disclosed to a professional adviser of the recipient, provided that, to the extent practicable in the circumstances, the disclosing party is in each case given reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same to the owner of such Confidential Information.

9.6. If any part of either party's Confidential Information ceases to be required by the other for the performance of its obligations under this Agreement, such data must be returned to the other party or, upon that party's written request, destroyed.

9.7. Both parties shall, during the Term of this Agreement, comply with all applicable Data Protection Legislation.

9.8. Both parties shall take and implement all such technical and organisational security procedures and measures necessary or appropriate to preserve the security and confidentiality of any personal data they control or process under or in connection with this Agreement.

10. LIMITATION OF LIABILITY

10.1. Nothing in this Agreement will exclude or limit either party's liability:

a) for fraud or fraudulent misrepresentation;

b) for death or personal injury caused by its negligence;

c) under clause 8;

d) for wilful breach of this Agreement; or

e) for any other liability that cannot be excluded or limited by law.

10.2.Subject to clause 10.1, each party's maximum aggregate liability to the other party under or in connection with this Agreement, or any collateral contract, whether arising under statute or arising in or for breach of contract, tort (including negligence), breach of statutory duty, or otherwise, shall in all circumstances be limited to the applicable Production Studio Charge Amount in respect of the Comedy Show forming the basis of the present Comedy Show Content.

10.3. Subject to clause 10.1, neither party shall be liable to the other party under or in connection with this Agreement, or any collateral contract, whether arising under statute or out of breach of contract, tort (including negligence), breach of statutory duty, or otherwise, for:

a) any loss of profits, business, goodwill, reputation or loss of, damage to, or corruption of data; or

b) any special, indirect or consequential losses.

11. TERM AND TERMINATION

11.1. This Agreement commences on the Effective Date [and shall continue thereafter for a period of two (2) years] (Initial Period).

11.2. Neither party shall terminate the Agreement during the Initial Period save where Creator exercises its option to terminate this Agreement in accordance with clause 11.4.

11.3. The Term of this Agreement shall, at the end of the Initial Period, automatically renew for rolling periods of twelve (12) months from each anniversary of the Effective Date unless:

a) extended for a longer period by express written Agreement between the parties; or

b) terminated in accordance with clause 11.4 or clause 11.5.

11.4. Either party may terminate this Agreement by written notice to the other party and with immediate effect where:

a) the other party commits any material breach of this Agreement, provided that where the breach is capable of remedy, such breach is not remedied within seven (7) days of notice of the breach; or

b) the other party:

     (i) is unable to pay its debts;

     (ii) is the subject of a petition, order, or resolution in connection with winding up, whether solvent or insolvent, or ceases or threatens to cease to carry on all or a material part of its business;

     (iii) has a receiver, administrator or examiner appointed over all or any part of its assets;

     (iv) suffers or is subject to any analogous event or procedure to those set out above in any jurisdiction;

     (v) any subcontractor engaged by Punkanary in order to provide the Channel Services, in whole or in part, uses the Creator Materials contrary to the provisions of clause 12.2; or

c) in accordance with the force majeure provisions under clause 13.

11.5. Either party may terminate this Agreement for convenience by giving written notice to the other party at least six (6) months in advance of the next anniversary of the Effective Date.

11.6. Upon termination or expiration of this Agreement:

a) both parties must immediately return or deliver to the other all documents and other material, including disks and tapes in its possession or under its control which contain Confidential Information of the other or, at the direction of the other party, destroy such documents or other material and certify that the destruction has taken place;

b) Punkanary shall, at the election of Creator, delete or return to Creator all Comedy Show Content and cease distribution of the Comedy Show Content.

11.6. Termination of this Agreement will not affect any accrued rights or liabilities that either party may have by the time termination takes effect.