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EXHIBIT 6.6
LICENSE AGREEMENT
This Agreement is made this _____ day of _____________, 1997 between
AMERICAN INDEPENDENT NETWORK, INC. ("AMERICAN INDEPENDENT"), a Delaware
Corporation, and __________________________, ("LICENSEE"). LICENSEE owns and
operates a television station or cable operation (hereinafter referred to as
"Station") pursuant to valid authority issued by the Federal Communications
Commission. Said Station is identified as _______________ and operates in the
City of _______________________, _____________________, with a viewing area
of ________________________, ______________________ and surrounding areas.
AMERICAN INDEPENDENT and LICENSEE, in consideration of the mutual
covenants and stipulations herein, agree as follows:
1. LICENSEE shall be given a limited license to receive at its option
via satellite transmission, exhibit, and rebroadcast video programming as is
more fully set out in attached Schedule A which is incorporated herein and made
a part of this Agreement. This license is limited to the Station and viewing
area set out above. AMERICAN INDEPENDENT NETWORK expressly reserves and retains
all other rights.
2. LICENSEE shall be permitted to rebroadcast any portion of
programming received from AMERICAN INDEPENDENT up to a maximum of two time(s)
within 24 hours of receiving the satellite transmission. No further
rebroadcasts will be permitted without the express written permission of
AMERICAN INDEPENDENT. The programming must be rebroadcast in its entirety by
the LICENSEE at least one time between the hours of 7:00 a.m. and 1:00 a.m.
3. LICENSEE shall be permitted to insert local commercials or other
announcements into the programming according to the following terms:
A. LICENSEE shall be allowed two minutes at or around the
eleven thirty second xxxx of each hour and two minutes at or around the
forty-one minute ten second xxxx of each hour for news, public service
announcements or other programming treating the problem, interest and needs of
its service area, or commercial announcements. In the event LICENSEE desires not
to use any portion of its retained time, AMERICAN INDEPENDENT will supply
programming for these times.
B. LICENSEE will also be allowed two ten (10) second station
breaks; one at the top of the hour and one at the half hour.
4. LICENSEE will not preempt, cover or in any way disrupt national
advertisements contained in the satellite transmission from AMERICAN
INDEPENDENT, except for the times allowed in Number 3A above. If any program or
portion of a program is broadcast by LICENSEE, all national advertisements
contained in the program must be broadcast in their entirety.
5. LICENSEE agrees to furnish AMERICAN INDEPENDENT weekly affidavits
of its broadcast logs showing the number of hours per day that AMERICAN
INDEPENDENT's programming was broadcast on LICENSEE's Station and/or Cable
System. These affidavits must be received by AMERICAN INDEPENDENT within one
week of the Monday preceding the initial week's broadcast. LICENSEE
understands failure to return affidavits could result in cancellation of this
agreement.
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6. LICENSEE agrees to obtain and maintain such licenses, permits and
authorizations as may be required to operate the station by the Federal
Communications Commission and to comply with all laws and regulations imposed
by federal, state, or local authorities relating to the operation of the
Station. LICENSEE agrees that if it is a low-power television station as
defined by the FCC, AMERICAN INDEPENDENT shall have the right to cancel this
Agreement by giving LICENSEE thirty (30) days notice should AMERICAN
INDEPENDENT enter into a License Agreement with a full-power television
station, as defined by the FCC, in LICENSEE'S viewing area. LICENSEE shall also
have the right to cancel this Agreement by giving AMERICAN INDEPENDENT thirty
(30) days notice should they decide to affiliate with another network.
7. All notices given or required to be given shall be in writing and
sent by registered or certified mail, postage prepaid to the parties at their
respective addresses given herein or at such other address as may be
subsequently be given in writing by any party.
8. AMERICAN INDEPENDENT shall not incur any liability hereunder,
because of the failure to properly transmit any programming due to actions or
rules by the FCC, or any other governmental authority, act of God, labor
disputes, failures of facilities, or other causes beyond the control of
AMERICAN INDEPENDENT. In the event of the existence of the aforesaid events or
conditions, the terms of this agreement shall be extended and the dates of
payments postponed for an equivalent period of time in each case.
9. AMERICAN INDEPENDENT warrants and represents that the performing
rights in the music, if any, in said programming is either (a) controlled by
BMI, ASCAP, SESAC; or (b) in the public domain; or (c) controlled by AMERICAN
INDEPENDENT to the extent required for the purpose of this license.
10. LICENSEE represents that it has obtained the necessary licenses
for the performance of music in all of its programming within category (a)
above.
11. LICENSEE shall not assign or transfer its rights and obligations
under this Agreement without the prior written consent of AMERICAN INDEPENDENT.
In the event that AMERICAN INDEPENDENT refuses to give consent, AMERICAN
INDEPENDENT shall not be obliged to give a reason for such refusal.
12. This Agreement shall be binding upon the parties hereto, their
heirs, legatees, representatives, successors and assigns.
13. Nothing contained in this Agreement shall be deemed to create, and
the parties do not intend to create, any relationship of partners or joint
ventures as between LICENSEE and AMERICAN INDEPENDENT, and neither party is
authorized to or shall act toward third parties, or the public, in a manner
which would indicate any such relationship with the other. Neither AMERICAN
INDEPENDENT nor LICENSEE shall be or hold itself out as the agent of the other
party under the Agreement.
14. AMERICAN INDEPENDENT represents and warrants to LICENSEE that: (i)
it is a corporation duly organized and validly existing under the laws of the
State of Delaware; (ii) it has the power and authority to enter into this
Agreement and to perform all of its obligations hereunder; (iii) the person
executing this Agreement on behalf of AMERICAN INDEPENDENT has express
authority to do so and in so doing binds AMERICAN INDEPENDENT hereto.
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15. LICENSEE represents and warrants to AMERICAN INDEPENDENT that (i)
it is a corporation; (ii) it has the power and authority to enter into this
Agreement and to perform all of its obligations hereunder; and (iii) the person
executing this Agreement on behalf of LICENSEE has express authority to do so
and in so doing binds LICENSEE hereto.
16. LICENSEE agrees that final payment of eight-hundred dollars
($800.00) is due upon the execution of this agreement. Payment shall be
received within five (5) working days of the date of this agreement or the IRD
is to be returned in the condition it was received.
17. This Agreement contains the entire understanding and Agreement of
the parties and may not be changed except by written agreement.
18. This Agreement shall be governed by the laws of the state of Texas
and any action at law, suit in equity or judicial proceeding relating to this
Agreement shall be instituted in the Courts of the County of Tarrant, State of
Texas.
19. The initial limited license granted herein shall commence on the
_______ day of __________, 1997, and will expire on the _____ day of _________,
1998, but shall be renewed automatically on a year to year basis unless
AMERICAN INDEPENDENT or LICENSEE gives notice of intent to cancel at least 30
days prior to the end of any license year.
IN WITNESS WHEREOF, the parties have executed this Agreement as the
date first written above.
AMERICAN INDEPENDENT NETWORK, INC. ----------------------------------
(LICENSEE)
By: _______________________________ By: ______________________________
Xxx Xxxxxxx ______________________________
CEO ______________________________
0000 Xxxxxxx Xxxxxxx, Xxxxx 000 ______________________________
Xxxxxx Xxxx, XX 00000 ______________________________
Phone: (000) 000-0000 Phone: ___________________________
Fax: (000) 000-0000 Fax: ___________________________
DMA: _____________________________
Households: ______________________
Call Letters: ____________________
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