Broadcast Services Agreement

BROADCAST SERVICES AGREEMENT

This Broadcast Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider: with principal place of business at , and Client: with principal place of business at .

RECITALS

WHEREAS, Service Provider is engaged in the business of producing, transmitting and otherwise distributing audio and/or audiovisual broadcast content by terrestrial, satellite and/or digital platforms; and

WHEREAS, Client desires to engage Service Provider to perform broadcast services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that certain materials, rights and obligations regarding the delivery, ownership and exploitation of broadcasts be set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SERVICES

1.1 Services. Service Provider shall provide broadcast production and transmission services (the "Services") as set forth in the service description and schedule below. Service Provider shall furnish all personnel, equipment and technical expertise necessary to perform the Services in a professional and workmanlike manner in accordance with industry standards.

1.2 Deliverables; Acceptance. Service Provider shall deliver the deliverables listed above and any ancillary documentation (the "Deliverables"). Client shall have a period of days from delivery to inspect and either accept or provide written notice specifying defects. Failure to provide timely notice constitutes acceptance.

2. TERM

2.1 Term. The term of this Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated in accordance with Section 10.

3. COMPENSATION AND PAYMENT

3.1 Fees. In consideration for the Services, Client shall pay Service Provider the fees set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

3.2 Invoicing; Late Payment. Service Provider shall submit invoices in accordance with the Payment Terms. Invoices not paid within days are subject to interest at the lesser of 1.5% per month or the maximum lawful rate and reimbursement of reasonable collection costs.

4. INTELLECTUAL PROPERTY

4.1 Ownership. Unless otherwise agreed in writing, Service Provider shall retain all right, title and interest in and to pre-existing materials and technology used in delivering the Services. Client shall own all right, title and interest in Client materials delivered to Service Provider.

4.2 License to Client. Upon full payment, Service Provider grants Client a non-exclusive, worldwide license to exploit the Deliverables for the broadcast uses specified in this Agreement for the Term, subject to any third-party rights identified in writing.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means non-public business, technical or financial information disclosed in connection with this Agreement. Each party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to employees and contractors who need to know and are bound by confidentiality obligations at least as protective as this Section; and (c) protect such information with reasonable care.

5.2 Exceptions. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations. Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

6.2 Service Provider Warranties. Service Provider represents that the Services will be performed in a professional manner consistent with industry practice and will not, to Service Provider’s knowledge, infringe third party proprietary rights. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

7. INDEMNIFICATION

7.1 Indemnity by Service Provider. Service Provider shall indemnify, defend and hold harmless Client and its affiliates from and against any third-party claims arising out of Service Provider's negligent performance, willful misconduct, or material breach of its representations, including claims of intellectual property infringement, provided that Client gives prompt written notice of the claim and cooperates in the defense.

7.2 Indemnity by Client. Client shall indemnify, defend and hold harmless Service Provider from claims arising from Client materials or Client's breach of this Agreement.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. INSURANCE

Service Provider shall maintain commercial general liability insurance and, where applicable, professional liability and employers' liability coverage in commercially reasonable amounts during the Term and shall provide certificates upon reasonable request.

10. TERMINATION

10.1 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision and fails to cure such breach within days after receipt of notice.

10.2 Termination for Convenience. Client may terminate for convenience upon days' prior written notice and payment of fees for Services performed through the effective termination date.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier or electronic delivery with confirmation. Notice is effective upon receipt.

12. ASSIGNMENT

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that either party may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets without consent.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof. If any provision is held invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

15. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Waiver of any breach shall not constitute waiver of subsequent breaches. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

16. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect interpretation. The parties agree to cooperate in good faith to perform their obligations and to execute such further documents as may be reasonably requested to effect the intent of this Agreement.

SIGNATURES

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