ACQUISITION AND CREATION OF DOWNBEAT CONTENT Sample Clauses

ACQUISITION AND CREATION OF DOWNBEAT CONTENT. To the extent consistent with DOWNBEAT's agreements with contributors, writers, photographers, promoters, artists, musicians, and other originators, creators, owners, and licensors of Downbeat Content, DOWNBEAT will in good faith and with reasonable diligence develop, create, and acquire additional Downbeat Content on a basis consistent with past practices with respect to the creation or acquisition of content for DOWNBEAT magazine. DOWNBEAT will, in good faith, use reasonable efforts to acquire such incremental or incidental rights necessary to use Downbeat Content on the Downbeat Website to which it does not otherwise have Proprietary Rights therein sufficient to permit such use, whenever an opportunity to acquire such rights arises by virtue of any contract negotiations or discussions between DOWNBEAT and any originator, creator, owner, or licensor (or any agent or manager thereof) of rights covered by the definition of Downbeat Content (including without limitation such rights relating to any literary, artistic, or photographic contribution, interview, live performance, or studio session); provided, however, that notwithstanding the foregoing, DOWNBEAT shall not be required to pay any additional amounts in order to secure such additional rights. DOWNBEAT shall promptly notify JAMtv upon DOWNBEAT's acquisition of any significant new Downbeat Content relating to jazz or blues music out of the ordinary course of business and, provided it possesses Proprietary Rights thereto sufficient to permit use thereof on the Downbeat Website, will make all such Downbeat Content readily available to JAMtv in accordance with paragraph (a) above; provided, however, that to the extent that DOWNBEAT in its reasonable judgment determines that such new Downbeat Content is best exploited by DOWNBEAT through media other than through the Interactive Network, e.g., sales of books or CDs, then DOWNBEAT will provide JAMtv such amount of the Downbeat Content for use on the Downbeat Website as it reasonably determines will not dilute Downbeat's economic exploitation of such Downbeat Content. DOWNBEAT will also assist JAMtv in identifying, soliciting and contracting with writers and other talent which the parties believe can make substantial contributions to the content on the Downbeat Website. DOWNBEAT and the DOWNBEAT magazine staff will assist JAMtv in developing new sections, areas, features, and other elements for the Downbeat Website including, without limitation, weekly event...
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