Video Content License Agreement for Web Site

1.1 Grant. Licensor hereby grants to Licensee a non-exclusive, royalty free, worldwide license (the "License") for the display, downloading, reproduction, copying, distribution, use, posting, preparation of derivative works and publication on Licensee Affiliated Sites of the video content itemized in Exhibit A (the "Licensed Content"). "Licensee Affiliated Sites" means (i) the Web site located at _________________ and (ii) Web sites or Web pages hereafter created or established by the Licensee or by third parties working with the Licensee. Viewers or users of the Licensee Web Site are granted the non exclusive right to download, reproduce and copy for their own personal use the Licensed Content that appears on the Licensee Web Site.

1.2 Fee. Licensee shall pay a license fee of ____________, payable on ____________.

1.3 No Obligation to Use. The parties expressly understand and agree that it is within the sole discretion of Licensee as to whether or not it will display, reproduce, copy, distribute, use, post or publish the Licensed Content in any manner. The look, feel, format, and presentation of any Licensed Content on the Licensee Affiliated Sites, together with any other content, ads, links, and navigation bars surrounding the Licensed Content shall be within the sole discretion of Licensee. Licensee may edit the Licensed Content in a manner consistent with Licensee's editorial policies.

1.4 Cost. If Licensee....