Community Public Service Announcement

COMMUNITY PUBLIC SERVICE ANNOUNCEMENT AGREEMENT

RECITALS

This Community Public Service Announcement Agreement (the "Agreement") is entered into as of by and between:

Sponsor / Requesting Organization: — Address:

Provider / Broadcast Producer: — Address:

WHEREAS, Sponsor routinely undertakes community outreach and desires to produce and disseminate a public service announcement ("PSA") for the benefit of the public; and

WHEREAS, Provider has the technical, production and distribution capabilities to produce and schedule airing of the PSA under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the obligations, payment terms and confidentiality protections applicable to the production, delivery and airing of the PSA.

SCOPE OF WORK

Provider shall produce, finalize and distribute the PSA substantially in accordance with the requirements described below. Sponsor shall provide final approval of script and creative direction in accordance with the schedule set forth herein.

Radio Television Streaming / Digital Social Media Print

PAYMENT TERMS

In consideration of Provider's performance, Sponsor shall pay Provider in accordance with the following terms.

Overdue payments shall bear interest at the lesser of the legal maximum or: % per month, plus reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured for days after written notice of breach. Termination does not relieve Sponsor of obligation to pay for accepted work performed prior to termination.

CONFIDENTIALITY

Each party acknowledges that in connection with the performance of this Agreement it may receive non-public, confidential or proprietary information ("Confidential Information"). Each party agrees to (i) maintain such Confidential Information in strict confidence; (ii) use Confidential Information solely for the performance of this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or affiliates who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information does not include information that is: (a) publicly available through no breach by the receiving party; (b) lawfully obtained from a third party without restriction; or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information.

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INTELLECTUAL PROPERTY AND USAGE

Unless otherwise agreed in writing, Sponsor grants Provider a non-exclusive, royalty-free license to use Sponsor-provided materials necessary to produce the PSA for the purposes described in this Agreement. Provider assigns to Sponsor all rights, title and interest in the final produced PSA to the extent achievable under applicable law, subject to any third-party rights. Provider retains the right to use excerpts of the PSA for Provider's promotional portfolio unless Sponsor objects in writing prior to final delivery.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Exclusive venue for disputes arising under this Agreement shall be the state or federal courts located within that state.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of breach of this Agreement, gross negligence or willful misconduct, or infringement of any third party intellectual property rights caused by that party's materials or conduct in performance of this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

AUTHORIZATION

Each party represents and warrants that the individual signing below is duly authorized to execute this Agreement on behalf of the party and to bind that party to its terms.

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