Common use of Exchange of Products Clause in Contracts

Exchange of Products. The parties will work together so that, to the extent technologically feasible, Licensee, with prior approval of Licensor (on a good faith basis), may substitute products of advertisers to whom Licensee has sold product placement in exchange for products placed by Univision Group in recorded Licensed Content, so long as such substituted placement does not adversely affect in any way, as determined by Licensor in good faith, the artistic quality and/or integrity of the Licensed Content. By way of example and not in limitation, Licensor may determine not to approve such substitutions in the relevant recorded Licensed Content if any person or entity, including any director, producer or actor in or of such recorded Licensed Content, in his, her or its sole and absolute discretion does not want the substitution, or if Licensor believes that proposing such substitution would harm its relationship with such director, producer or actor. For the avoidance of doubt, Licensee shall not substitute products in Licensed Content initially Broadcast simultaneously, by Univision Group and Licensee; provided, that the contact persons will cooperate in order to pre-record segments that may be inserted by Licensee in the time segments designated by Licensee in such Licensed Content Broadcast simultaneously. An Affiliate of Licensor which is capable of effecting such substitution will have the Right of First Negotiation / First Refusal to perform such substitution.

Exchange of Products. The parties will work together so that, to the extent technologically feasible, Licensee, with prior approval of Licensor (on a good faith basis), may substitute products of advertisers to whom Licensee has sold product placement in exchange for products placed by Univision Group Grupo Televisa in recorded Licensed Content, so long as such substituted placement does not adversely affect in any way, as determined by Licensor in good faith, the artistic quality and/or integrity of the Licensed Content. By way of example and not in limitation, Licensor may determine not to approve such substitutions in the relevant recorded Licensed Content if any person or entity, including any director, producer or actor in or of such recorded Licensed Content, in his, her or its sole and absolute discretion does not want the substitution, or if Licensor believes that proposing such substitution would harm its relationship with such director, producer or actor. For the avoidance of doubt, Licensee shall not substitute products in Licensed Content initially Broadcast simultaneously, by Univision Group Grupo Televisa and Licensee; provided, that the contact persons will cooperate in order to pre-record segments that may be inserted by Licensee in the time segments designated by Licensee in such Licensed Content Broadcast simultaneously. An Affiliate of Licensor GT which is capable of effecting such substitution will have the Right of First Negotiation / First Refusal to perform such substitution. For the avoidance of doubt, revenues with respect to substitution as provided in this paragraph shall be included in the Royalty Base.