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The Digital Distribution Agreement is essential for businesses engaged in the distribution of digital content, software, or services in the Canadian market. This agreement type is particularly relevant in today's digital economy where content and software distribution increasingly occurs through digital platforms and marketplaces. The document addresses key commercial and technical aspects of digital distribution relationships while ensuring compliance with Canadian federal and provincial regulations, including PIPEDA, CASL, and relevant electronic commerce laws. It is commonly used when content owners or creators wish to distribute their digital assets through third-party platforms or when platform operators want to formalize their distribution relationships with content providers. The agreement includes detailed provisions for revenue sharing, content delivery, technical specifications, and service level requirements, while incorporating necessary safeguards for intellectual property protection and data privacy compliance.

1. Parties: Identification of the parties entering into the agreement

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Scope: Grant of distribution rights and territorial scope

5. Platform Requirements: Technical specifications and requirements for the distribution platform

6. Content Delivery and Management: Procedures for content delivery, updates, and maintenance

7. License Grant: Specific rights granted for distribution of digital content

8. Revenue Share and Payment Terms: Financial terms, revenue splitting, and payment procedures

9. Reporting and Auditing: Requirements for sales reporting and audit rights

10. Marketing and Promotion: Marketing obligations and restrictions

11. Intellectual Property Rights: IP ownership and licensing provisions

12. Representations and Warranties: Standard and specific warranties regarding content and distribution

13. Data Protection and Privacy: Compliance with privacy laws and data handling requirements

14. Confidentiality: Protection of confidential information

15. Term and Termination: Duration of agreement and termination provisions

16. Liability and Indemnification: Risk allocation between parties

17. General Provisions: Standard boilerplate clauses including governing law, notices, etc.