💡 Plain English Explanation

The Distribution Information Protection clause covers the business side of getting content to audiences: distribution deals, licensing arrangements, platform negotiations, and release strategies. In the streaming era, these terms have become among the most closely guarded secrets in entertainment.

When a streaming platform's content budget or per-title license fees become known, it affects negotiations across the entire industry. Distribution window strategies reveal competitive positioning. International licensing terms can impact valuations and stock prices. This clause protects the complex web of deals that determine how and when audiences see content.

This clause typically addresses:

⚠ Why This Clause Matters

For Content Owners and Distributors: Distribution economics are fiercely competitive. A leaked streaming deal sets pricing expectations. Known theatrical terms affect negotiating leverage. Protecting this information preserves your ability to negotiate the best terms across all platforms and territories.

For Platforms and Exhibitors: Your content acquisition strategies and pricing structures are core competitive advantages. Confidentiality ensures you can pursue programming strategies without telegraphing moves to competitors.

For Sales Agents and Intermediaries: You handle sensitive deal information from multiple parties. Clear confidentiality obligations let you represent sellers effectively while maintaining trust with buyers across your relationships.

📄 Clause Versions

Balanced Version: Protects core distribution terms while permitting necessary business communications. Suitable for most licensing discussions, sales agent relationships, and platform negotiations. 
"Distribution Information" means non-public information concerning the distribution, licensing, exhibition, and exploitation of entertainment content, including but not limited to:

(a) Deal Terms: License fees, minimum guarantees, advances, revenue shares, distribution fees, and payment structures for any distribution arrangement;

(b) Platform Agreements: Terms of agreements with streaming platforms, broadcast networks, cable channels, and digital distribution services, including content commitments and programming strategies;

(c) Theatrical Terms: Exhibition agreements, rental terms, screen commitments, P&A arrangements, and theatrical release strategies;

(d) Territory and Rights: Geographic rights allocations, territory-by-territory deal terms, holdback periods, and exclusivity arrangements;

(e) Release Strategy: Release windows, platform sequencing, day-and-date strategies, and windowing negotiations;

(f) Performance Data: Box office results, streaming viewership, ratings data, and other performance metrics shared in confidence and not publicly reported; and

(g) Negotiation Status: The existence, status, and terms of any ongoing distribution negotiations or potential transactions.

Distribution Information shall remain confidential regardless of whether the underlying distribution arrangement is consummated. The Receiving Party may disclose Distribution Information to its employees, legal counsel, and financial advisors who have a need to know, provided such persons are bound by confidentiality obligations at least as protective as those contained herein.
Disclosing Party Favor: Comprehensive protection for all distribution-related information. Covers the full spectrum of exploitation arrangements with strict handling requirements. Use for major platform deals, studio output arrangements, or high-value library transactions. 
"Distribution Information" means any and all information, in any form, concerning the distribution, licensing, exhibition, exploitation, and monetization of entertainment content, disclosed by or on behalf of the Disclosing Party or to which the Receiving Party gains access, including without limitation:

(a) All Financial Terms: Including license fees, minimum guarantees, advances, overages, revenue shares, distribution fees, collection costs, P&A contributions, co-financing structures, output deal economics, volume commitments, content spend budgets, and any other financial arrangements;

(b) All Platform and Network Arrangements: Including streaming platform agreements, broadcast license agreements, cable and satellite arrangements, SVOD, AVOD, TVOD, and FAST channel terms, content quotas, programming commitments, first-look and output arrangements, and any terms governing platform relationships;

(c) All Theatrical Arrangements: Including exhibition agreements, film rental terms, virtual print fees, screen guarantees, premium format arrangements, IMAX and PLF terms, and theatrical release commitments;

(d) All Rights Information: Including territory-by-territory allocations, media rights breakdowns, holdback periods, exclusivity windows, catch-up rights, library rights, remake and sequel rights, and any information concerning the scope or limitation of rights;

(e) All Strategic Information: Including release strategies, windowing plans, day-and-date considerations, platform exclusivity negotiations, simultaneous release strategies, and competitive positioning;

(f) All Performance Information: Including box office results (domestic and international), streaming viewership data, completion rates, engagement metrics, subscriber acquisition data, churn analysis, ratings information, and any performance data shared in confidence;

(g) All Negotiation Information: Including offers made or received, counteroffers, deal structures under consideration, competing bidders, walkaway points, and the status of any discussions; and

(h) All Relationship Information: Including platform contacts, buyer relationships, exhibitor relationships, and sales agent arrangements.

All information disclosed in connection with distribution discussions shall be presumed to constitute Distribution Information unless expressly excluded. The Receiving Party acknowledges that Distribution Information has significant competitive value and that unauthorized disclosure could cause immediate and substantial harm. The mere existence of distribution negotiations or discussions shall itself constitute Distribution Information.
Receiving Party Favor: Narrower definition focused on specifically identified distribution terms. Permits discussion of publicly announced deals and general market information. Appropriate for sales agents and distributors handling multiple properties. 
"Distribution Information" means only that specific distribution, licensing, and exploitation information that:

(a) Is provided in writing and specifically designated as "Confidential Distribution Information" or with a substantially similar legend; or

(b) Is orally identified as confidential at the time of disclosure and confirmed in writing within ten (10) business days, specifying the particular terms or information to be protected.

Distribution Information may include specific license fees, specific revenue share percentages, and specific territory allocations, but only to the extent such information is specifically identified and designated in accordance with this section.

For the avoidance of doubt, the following shall NOT constitute Distribution Information regardless of any designation:

(i) The existence of a distribution relationship or deal, once publicly announced;

(ii) General deal structures, standard industry terms, and typical distribution arrangements for comparable content;

(iii) Information reported in trade publications, industry databases, or public filings;

(iv) Aggregated or anonymized market data that does not reveal specific deal terms for identified content;

(v) The Receiving Party's own distribution strategies, pricing approaches, and negotiating positions;

(vi) Information concerning deals that have been publicly announced, except for specific financial terms not included in such announcements;

(vii) Performance data that is publicly reported or available through industry tracking services; and

(viii) General market intelligence about platform buying patterns, theatrical exhibition trends, or distribution windows that does not reveal specific deal terms.

The Receiving Party may discuss general market conditions, industry trends, and publicly available information without restriction. Nothing herein shall prevent the Receiving Party from using its general knowledge and experience in distribution to pursue other business opportunities.

💬 Key Considerations