Radio Broadcasting License

RADIO BROADCASTING LICENSE

This Radio Broadcasting License (the "License") is entered into as of Effective Date: by and between Licensor Name: and Licensee Name: .

WHEREAS

WHEREAS, Licensor is the lawful owner of the radio broadcasting facility and related rights identified below and has the authority to grant a license to operate radio transmissions from the facility under the terms set forth herein.

WHEREAS, Licensee desires to obtain from Licensor a non-exclusive license to use the specified frequency and facilities for the purposes described in the Scope of Work, and Licensor is willing to grant such license subject to the terms and conditions of this License.

WHEREAS, both parties intend to operate in compliance with all applicable laws, rules and regulations and to allocate responsibilities for technical operations, payments, reporting and indemnity as set forth below.

LICENSE IDENTIFICATION & TECHNICAL SPECIFICATIONS

Frequency (MHz):    Authorized Effective Radiated Power (Watts):

Exclusive    Non-exclusive    Sublicensing permitted (subject to Licensor approval)

GRANT OF LICENSE

Subject to the terms and conditions set forth in this License, Licensor hereby grants to Licensee a limited, revocable, and non-transferable license to use the technical facilities, frequency and call sign described above for the broadcast operations expressly set forth in this License. Licensee's rights are limited to the technical parameters, geographic coverage and content restrictions provided herein and are subordinate to any applicable regulatory authorizations held by Licensor.

SCOPE OF WORK

Licensee shall operate in accordance with technical standards and shall not broadcast material that violates applicable law or the reasonable content restrictions set by Licensor. Licensee shall maintain transmission logs, program logs and other records as required under this License.

PAYMENT TERMS

Payments are due within days of invoice. Late payments shall incur a late fee equal to on the outstanding balance, plus any reasonable collection costs.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this License for material breach by the other party if such breach is not cured within days after written notice. Licensor may suspend the License immediately if Licensee's operations create an imminent risk to safety, interfere with other licensed operations, or violate applicable regulatory obligations.

Termination for convenience by either party requires advance written notice of days. Upon termination, Licensee shall promptly cease broadcasts under this License and return or decommission any Licensor-owned equipment as directed.

CONFIDENTIALITY

Each party shall keep confidential and not disclose to third parties any non-public information disclosed by the other party in connection with this License, except as required by law or regulatory processes. Confidential information shall not include information that is or becomes publicly known through no wrongful act of the receiving party, or that is independently developed by the receiving party without use of the disclosing party's confidential information.

COMPLIANCE WITH LAWS & REGULATORY AUTHORIZATIONS

Licensee warrants that it will operate the broadcasting service in compliance with all applicable laws, regulations and technical standards. Licensee shall obtain and maintain any authorizations, permits, registrations or licenses required by applicable regulatory authorities for its operations. Licensee shall immediately notify Licensor of any proceeding, notice of violation, or regulatory inquiry materially affecting the licensed operations.

REPORTING, AUDIT AND RECORDS

Licensee shall maintain accurate transmission and program logs and shall provide reports to Licensor on a basis or upon reasonable request. Licensor shall have the right to inspect records and perform audits upon reasonable notice to verify compliance with the terms of this License.

INDEMNIFICATION

Licensee agrees to indemnify, defend and hold harmless Licensor and its officers, directors and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Licensee's use of the licensed facilities, any breach of this License by Licensee, or Licensee's failure to comply with applicable laws.

INSURANCE

Licensee shall maintain at its expense general liability and professional liability insurance with minimum limits of per occurrence and shall provide certificates of insurance to Licensor upon request.

ASSIGNMENT

Licensee shall not assign, transfer or sublicense its rights under this License without the prior written consent of Licensor, which shall not be unreasonably withheld, except that assignment to an affiliate or in connection with a merger or sale of substantially all assets shall not require prior consent but shall require prompt written notice to Licensor.

GOVERNING LAW

This License shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

ENTIRE AGREEMENT

This License, including its schedules and attachments if any, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and representations. Any amendment or modification to this License must be in writing and signed by authorized representatives of both parties.

NOTICES

ADDITIONAL TERMS

The parties acknowledge that the technical specifications, schedules and any attachments form an integral part of this License and are enforceable as though set forth in full herein.

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