The following confirms the terms of the termination agreement (“Termination Agreement”) entered into and effective as of the day your channel is released from the YouTube network partnership by and between Awesomeness, LLC (“we, “us”, “our”) and (“you”, “your”). Reference is hereby made to that network agreement (“Prior Agreement”) by and between the parties hereto. All capitalized terms not defined herein shall have same meaning given to them in the Prior Agreement. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to the following terms and conditions: 1. Pursuant to the terms of the Prior Agreement, and subject to the terms hereof, the parties each acknowledge and agree that the Prior Agreement is hereby terminated as of the Effective Date, which shall have the immediate effect of releasing Your Channel(s) from the Network and our ceasing to render any and all services and representation we have provided you and Your Channel(s) pursuant to the terms of the Prior Agreement. As such, we will take all commercially reasonable steps to return control of Your Channel(s) to you as soon as reasonably possible following full-execution of this Termination Agreement. 2. Notwithstanding the immediately preceding Paragraph, the following shall survive termination: (a) if at any time following the Effective Date, you contemplate entering into a similar relationship with a third party for the right to distribute and sell advertising, brand integrations and/or sponsorships for Your Channel(s), you agree to provide us with a right of first opportunity to negotiate in good faith and promptly, as well as a last right of refusal (to match the third party’s terms) prior to you actually entering into any contract or agreement with the third party; and (b) subject to the terms and conditions of the Prior Agreement and provided that you are not in breach of any terms of the Prior Agreement as of the Effective Date of this Termination Agreement, then you will paid the percentage of any Net Revenue (as such amount is set forth in the applicable paragraph of the Prior Agreement) that is as-yet unpaid to you as of the Effective Date, except that where such unpaid amount is less than One Hundred US Dollars ($100), we shall only be obligated to account to you for any such amount where any transactional costs (i.e. any and all costs related to the administration and processing of such payment, such as bank fees, wire transfer fees etc.) incurred by us or on our behalf are less than the total unpaid amount. 3. Except as otherwise expressly provided for herein, for good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged and agreed), you and any of your heirs, affiliates, related entities, licensees, designees and assignees, each agree to fully and irrevocably release, discharge and hold us harmless (and any of our respective affiliates, related entities, licensees, designees and assignees, and any officers, directors or employees of each of the foregoing) from any and all further obligations, liabilities, demands, claims and causes of action, arising from any obligation or liability whatsoever under the Prior Agreement. 4. You are familiar with and do hereby waive the provisions of Section 1542 of the California Civil Code which provides as follows: “A general release does not extend to claims which the creditor does not know or expect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” 5. Further, and for the avoidance of doubt, and notwithstanding the termination of the Prior Agreement, the parties acknowledge and agree that each party’s respective intellectual property as identified in the Prior Agreement shall not be affected, limited or terminated in any way by termination of the Prior Agreement for any reason. 6. Notwithstanding any termination of the Prior Agreement, you acknowledge and agree that we shall have the perpetual, non-exclusive, worldwide, royalty-free right to distribute and/or modify any Content, that was provided by or on your behalf to us during the term of the Prior Agreement, to promote you and/or the Network, including, without limitation on our “hub” channels. 7. As of the Effective Date and at all times thereafter, you agree to keep confidential, and shall not disclose the terms of this Termination Agreement, the Prior Agreement and all other information relating to our business, including, without limitation, any circumstances around or reasons for termination of the Prior Agreement. As of the Effective Date, you further acknowledge and agree that you shall make no verbal or written (including, without limitation, textual or graphic) claim whatsoever that you and/or Your Channel(s) are part of or affiliated with the Network or that you represent the Network in any way. 8. This Termination Agreement shall be
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