Fill and Sign the Agreement Radio Form

License Agreement for Exhibition by Radio Station of Syndicated Radio Show License Agreement made on the ___ day of __________, 20___, between ___________, LLC, a limited liability company organized and existing under the laws of the state of ________, with its principal office located at _____________________________________ (street address, city, county, state, zip code) referred to herein as Licensor, and __________, Inc., a corporation organized and existing under the laws of the state of _______________, with its principal office located at ________________________ (street address, city, county, state, zip code) , referred to herein as Licensee. For and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: I. License Licensor does license to Licensee the right to broadcast the following described syndicated radio shows known as ________________ (Name of Show) over the facilities of Station ___________ (Name) located at ______________________________ (street address, city, county, state, zip code) in accordance with the terms of Schedule II below and other terms of this Agreement, for a period of _______ (number) weeks beginning __________ (date) , and ending __________ (date) . II. Schedule Licensor shall deliver and Licensee shall accept the following described programs or episodes of ________________________ (Name of Show) and broadcast said programs in the following time slots on the following dates: Name of Program (or Episode) Time Date ______________________________ __________ _______________ ______________________________ __________ _______________ ______________________________ __________ _______________ III. EXCLUSIVITY The above-named programs are being licensed for the exclusive use of Licensee in ___________________ (designate location) during the term of this Agreement. IV. Broadcast Rights Licensee shall have the right to broadcast each of the programs on the dates and at the times described above and _____________ (n umber) time(s) during the term of this Agreement in a time slot of Licensee’s choosing as a sustaining or commercially sponsored, participating, or cooperative program. V. Rental Fee Licensee shall pay and Licensor shall accept a total rental fee of $____________ for the term of this Agreement at the rate of $__________ per program, payable as follows: (set forth amounts and dates of payments) . VI. Standard Conditions A. Condition and Delivery of Recordings Licensor shall deliver one copy of each of the above-named programs in compact disk form reasonably in advance of the time scheduled for broadcast by Licensee. Licensor guarantees that every recording shall be physically suitable in all respects for such broadcast. Immediately on receipt of each recording, Licensee shall examine it for the purpose of determining whether the recording is physically suitable for broadcasting. Should it be determined by Licensee that any one of such prints is not suitable for broadcasting, Licensee shall notify Licensor in a reasonably sufficient time to permit Licensor to remedy such defect or make delivery of a physically suitable substitute recording. Transportation charges for all recordings delivered to Licensee shall be charged to Licensee. B. Loss and Damage of Prints Licensee shall be liable to Licensor for any loss of, or damage to, the prints while in the possession of, or under the control of, Licensee. The liability of Licensee shall be limited to an amount equal to the net cost of printing a new replacement recording. C. Warranty and Indemnity Licensor represents and warrants that it has the right to grant the lease and license for broadcasting by radio of the recordings specified in this Agreement, and that such use by Licensee will not violate the rights of others. Licensor shall indemnify Licensee, its officers, agents, employees, successors, and assigns against any and all claims, damages, liabilities, costs, or expenses, including attorneys' fees, incurred by Licensee on account of such broadcasting. Licensor shall defend at its own expense any action or proceeding arising out of an alleged breach of the foregoing warranty; provided that Licensee notifies Licensor promptly of the commencement of any such action or proceeding, delegates complete authority to Licensor to defend the such action or proceeding, and cooperates fully with Licensor in the defense. D. Prohibition Against Copying Licensee shall not copy or duplicate any recordings or authorize or permit such copying or duplication. E. Publicity and Advertising Licensee is authorized to advertise and publicize the titles of the programs, and the names and photographs of the artists, producers, and directors of the programs, for the purpose of promotion by Licensee of the exhibition of the programs. F. Rights Limited to Television The rights granted by Licensor to Licensee are limited to the broadcasting by radio of the programs or episodes of __________________ (Name of Show) films over the station and in the area specified . Licensor reserves and retains all other rights. G. Force Majeure Failure or delay by Licensor in making delivery of any or all the prints because of any fire, casualty, lockout, strike, labor conditions, unavoidable accident, risk, war, act of God, act of civil authorities, and any other similar or dissimilar cause, shall not constitute a breach or violation of this Agreement, and Licensor shall have the right to make delivery within a reasonable time after the condition causing such failure or delay has ceased to exist. If Licensor delivers less than the total number of programs specified in this Agreement, Licensee shall have the right to diminish proportionately the amount of its specified total rental payment to Licensor, but Licensee shall remain liable to, and shall pay, Licensor for that proportion of the total rental fee specified that is required for the number of programs actually delivered. H. Diminished Operations Should a scheduled broadcast by Licensee of any programs be canceled in order to broadcast an event of public importance, or by reason of fire, strike, casualty, unavoidable accident, war, act of God, act of civil authorities, and any other similar or dissimilar causes, Licensee shall have the right to reschedule the broadcast of such program within a reasonable period of time after the condition causing the cancellation has ceased to exist. Should the broadcasting facilities of Licensee, by reason of any action of the Federal Communications Commission, be substantially diminished or curtailed so that Licensee cannot broadcast any of the programs specified, Licensee shall have the right to cancel this Agreement as to any programs affected, by giving advance notice in writing of such fact to Licensor. K. Assignment Neither this Agreement, nor any right conferred by it, is assignable by Licensee , in whole or in part, without the prior written consent of Licensor. L. Alteration of Prints Licensee shall not change, alter, modify, or add to the recordings without the prior consent in writing of Licensor; provided, however, that Licensee may make minor cuts or alterations necessary to conform to time segment requirements, censorship requirements, or to the standards of the Federal Communications Commission. Licensee shall later restore all recordings to the condition that existed on delivery to Licensee. M. Waiver of Breach and Construction of Agreement Any waiver by either party of any breach or default on the part of the other party shall not constitute a waiver of any other breach or default on the part of the other party. This contract shall be governed by, and construed under, the laws of the State of ________________. O. Payment Should Licensee at any time default in the payments required under this Agreement, Licensor may, at its option, declare the total unpaid rental for the remaining programs immediately due and payable, and damages for breach of this Agreement by Licensee shall be the full rental stipulated in this Agreement. Time is of the essence in this Agreement, including date of payment, and all payments actually received by Licensor shall be deemed to have been made as of the postmark date appearing on a properly addressed envelope containing such payment. All payments to Licensor under this Agreement shall be made by check payable to Licensor at ___________________________________ (street address, city, county, state, zip code) , or to such other person or firm or other place as may be designated from time to time by Licensor in writing. P. Complete Agreement This Agreement is complete and embraces the entire understanding between the parties. All prior understandings, whether oral or written, have been merged in this Agreement. Neither party has made any representations, promises, or warranties not specifically set forth in this Agreement, or signed and endorsed in an executed rider attached to this Agreement. This Agreement may not be altered or modified except in writing signed by both parties. This Agreement shall become binding when executed on behalf of Licensee and by an officer of Licensor, and until such time shall have no force or effect. Q. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. WITNESS our signatures as of the day and date first above stated. _____________________, LLC _______________________ , Inc. By________________________ By__________________________ (Name and Office in LLC) (Name and Office in Corporation)