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This Agreement is made as of [insert date], by and between ResearchChannel, a nonprofit corporation organized under the laws of the State of Washington ("ResearchChannel") and [insert party, corporate structure and state of organization] ("Operator").

Whereas, ResearchChannel transmits a signal containing certain programming via a domestic communications satellite currently located at Galaxy-18 (the "Signal"); and Operator, a [describe operator's business, e.g., owns, leases, manages the video delivery systems], wishes to retransmit the Signal pursuant to the terms set forth herein on [describe system(s)] (hereinafter "Systems") as described in Attachment A, attached hereto and by this reference incorporated herein.

Now, therefore, in consideration of the foregoing and of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. Carriage. Subject to the terms hereof, ResearchChannel hereby conveys and licenses its rights to the retransmission of the Signal on a non-exclusive, royalty free basis by Operator to Subscribers (defined below) on the Systems, and Operator agrees to retransmit the Signal over the Systems without interruption or alteration of any kind during the Term (defined below) of this Agreement. For purposes of this Agreement, Subscribers shall mean each individual unit or outlet in any facility receiving the Signal on the System.
2. Term. The Term of this Agreement shall commence on [insert month and date], and shall continue through and including [insert end date], ("Term").
3. Consideration. In consideration of the rights granted herein to retransmit the Signal over the Systems, Operator agrees to carry the Signal on channel [insert channel number]. Carriage shall be on a single channel dedicated solely to the full-time retransmission of the Signal on that level of service provided by Operator on which all broadcast signals are carried, and that is viewable on all television receivers and to all subscribers that are connected to the Systems. Operator shall provide quarterly programming schedules to ResearchChannel at info@researchchannel.org.
4. Representations, Warranties and Indemnities.
   
1. ResearchChannel provides the Signal and all content therein "AS IS" and without any warranty of any kind, to the maximum extent permitted under applicable law. ResearchChannel does not guarantee continuous or uninterrupted access to the Signal.
2. To the extent permitted by law, Operator and ResearchChannel shall each indemnify, defend and forever hold harmless the other, the operator's affiliated entities, member organizations, companies and their respective officers, directors, employees and partners, against and from all liabilities, claims, costs, damages and expenses (including, without limitation, reasonable counsel fees, disbursements and court and administrative costs) arising out of any breach by them of any warranty, covenant or representation contained herein.
3. Operator hereby acknowledges that it, and not ResearchChannel, shall be fully liable for all costs and expenses associated with the Signal, and for all claims and responsible for all matters with respect to Subscribers.
4. Each party represents and warrants that it owns or maintains a valid and legally enforceable right to use its logo ("Mark"), and that use of such Mark in accordance with this Agreement will not violate or infringe upon the rights of any third-party.
   

5. Use of Name and Logo. For the term of this Agreement and for the purposes stated hereunder, each party ("Grantor") grants to the other party a limited, non-exclusive, royalty-free, worldwide license, with no right to sublicense, to use the other party's name, trademark and logo ("Marks") (as set forth on Exhibit B hereto and incorporated by reference into this Agreement) in advertisements and promotions in connection with this Agreement. Notwithstanding the foregoing, any use of the Marks is subject to the prior review and approval of Grantor.

1. All right, title and interest in and to the Marks shall at all times be the sole property of the Grantor, and the other party shall not make any claim to the contrary.
2. The Grantor represents and warrants that it possesses the exclusive right and title or a valid and enforceable right to use its Marks in accordance with this Agreement, and that the grant contained herein does not violate or infringe the rights of any third-party.
6. Limitation of Liability. In no event shall ResearchChannel be liable for any special, indirect, incidental or consequential damages (including but not limited to such damages arising from breach of contract or warranty or from negligence or strict liability), or for interrupted service, lost business, lost data or lost profits, arising out of or in connection with this Agreement, even if ResearchChannel has been advised of (or knows or should know of) the only possibility of such damages.
7. Force Majeure. Neither ResearchChannel nor Operator shall have any rights against the other party hereto for the non-operation of facilities or the non-furnishing of the Signal if such non-operation or non-furnishing is due to an act of God; inevitable accident; fire; lockout; flood; tornado; hurricane; strike, or other labor dispute; act of government or governmental instrumentality (whether federal, state or local); failure of performance by a common carrier or satellite provider or system; failure in whole or in part of technical facilities or other cause (financial inability excepted) beyond such party's reasonable control.
8. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other, which shall not be unreasonably withheld or delayed; provided however, either party may assign or transfer this Agreement to any parent, subsidiary, or affiliate company or entity without the consent of the other and either party may assign this Agreement to a party acquiring all or substantially all of its assets without the consent of the other, provided further that any such assignee assumes in writing all of the assignor's obligations thereafter arising hereunder. In the event of any such permitted assignment of this Agreement, the assignor shall be relieved of all obligations arising thereafter and the non-assigning party shall look solely to the assignee for enforcement of such obligation.
9. Reservation of Rights. This Agreement conveys to Operator only those rights that are expressly stated. All other rights with regard to the Signal and all matters incident thereto not specifically granted herein are reserved to ResearchChannel. Operator recognizes ReserachChannel's right, title and interest in and to the Signal and all matters incident thereto, and the consent contained herein does not convey any such rights to Operator.
10. Termination Right. Either party may terminate this Agreement, effective at any time, by giving thirty (30) days written notice to the other party.
11. Confidentiality. Neither ResearchChannel nor Operator shall disclose to any third-party or otherwise make public any term of this Agreement without the prior written consent of the other, unless otherwise required by law.
12. Waiver. No waiver of this Agreement shall be deemed to have occurred, nor shall any breach be deemed excused, unless the waiver or excuse is in writing and signed by the party against whom the waiver or excuse is to be asserted.
13. Reports. After every calendar quarter for the Term of this Agreement, Operator shall prepare and submit a report to ResearchChannel detailing the number of Subscribers receiving the Signal for that particular quarter. Reports shall be submitted within forty-five (45) days after the end of each calendar quarter. Operator also agrees to promptly provide ResearchChannel with any other information relating to Subscribers or marketing matters that may be reasonably requested.
14. Notices. All notices, demands, requests or other communications which may be or are required to be given, served or sent by any party to any other party pursuant to this Agreement shall be in writing and shall be mailed or transmitted by hand, or by overnight delivery to such address as set forth below or as may be specified in writing by the party to whom the notice is to be given. When given by any means other than delivery by hand, notice given by mail shall be considered to have been given five (5) days after the date of mailing, postage prepaid certified or registered mail. Notice given by overnight delivery shall be considered given upon delivery as verified by receipt of delivery. Notice by facsimile or electronic mail is not permitted.

ResearchChannel:	Amy Philipson Executive Director ResearchChannel 17 Kane Hall University of Washington Seattle, WA 98195-3090
Operator:	Name: Address: City, State, Zip: Telephone: Fax: E-mail:

15. Severability. Invalidation of any provision of this Agreement by applicable law shall not affect the validity of any other provision of the Agreement. Should any provision be determined to be illegal or invalid, the Agreement shall be construed in accordance with it terms as if the illegal or invalid term were not herein contained.
16. No Joint Venture or Principal Agent Relationship; No ResearchChannel Relationship with Subscribers. Nothing in this Agreement shall create any joint venture or principal-agent relationship between the ResearchChannel and Operator. No Subscribers of the Operator shall be deemed to have any direct or indirect contractual relationship with ResearchChannel by virtue of this Agreement, nor shall any Subscribers be deemed to be a third-party beneficiary of this Agreement. This section shall survive the termination or expiration of this Agreement for one (1) year.
17. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous, express or implied, written or oral agreements, representations and conditions between the parties with respect thereto. Any amendment to the Agreement shall be in writing. Paragraph captions and headings used in this Agreement are for convenience only and shall not be deemed to be part of the Agreement. This Agreement shall be governed by and construed under and in accordance with the laws of the State of Washington.
18. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as to the date of the first above written:

RESEARCHCHANNEL

By: ________________________

Title: _______________________      Date: __________

OPERATOR

By: ________________________

Title: _______________________      Date: ___________

ATTACHMENT A

Coverage Area:

Number of Viewers:

Type of System used to Retransmit:

Channel Numbers:

MSO: