ABC Radio Networks 000 Xxxx Xxx Xxxxxx Xxx Xxxx XX 00000 (212) 456-5606
[ABC Logo]
Xxxx X. Xxxxxxx
Director
Satellite Services/Studio Marketing
THE INFORMATION CONTAINED IN THIS CONTRACT IS PROPRIETARY TO ABC AND THE PARTY
TO WHICH IT IS ADDRESSED AND NOT TO BE REVEALED TO ANY OTHER PARTY
March 6, 1996
Xx. Xxxx Xxxxx
MediaLink
000 Xxxxx Xxx.
New York, NY 10017
Dear Lidj:
This letter, when signed by MediaLink, Inc. ("Licensee") and ABC Radio Network,
Inc. ("ABC"), will constitute a fully binding agreement (the "Agreement") on the
following terms and conditions:
1. Grant of Rights
(a) ABC Radio Network, Inc. ("ABC") hereby grants Licensee a license to use
satellite transmission time on Satcom C-5 Transponder 23 in connection with the
production and transmission of "MediaLink" (the "Program" or "Programs"). ABC
will provide satellite facilities March 18, 1996 through March 17, 1997, Monday
through Friday from 4:45am to 5:00am ET to SEDAT channel 15. ABC reserves the
right to change your satellite channel assignment in the event ABC deems it
necessary to do so. In the event that ABC needs to change the channel
assignment, ABC will provide Licensee with 30 days advance written notice.
(b) Licensee will bear all the responsibility and cost of the delivery to
ABC of the Programs which are the subject of this Agreement.
2. Compensation
(a) In consideration of the rights granted herein, during this Agreement,
Licensee will pay ABC the following fees:
(i) $100.00 per 15 minute feed for satellite channel service.
(b) This Agreement is conditioned upon the completion by Licensee of ABC's
credit application and the approval thereof by ABC.
(c) Licensee will be billed the going rate for any additional expenses
incurred during the length of contract that are not expressly defined above.
This includes and is not limited to appropriate fees for additional satellite
time, backhaul, tape playback, labor, materials, and installation of equipment.
(d) Licensee will pay in advance for the services rendered to it by ABC.
All bills will be payable by Licensee within ten (10) days of receipt of
invoice. Checks are to be made payable to ABC Radio Network, Inc., 000 Xxxx Xxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or to such other address as ABC shall
designate.
3. Term
(a) The term of this Agreement will be for the period commencing March 18,
1996 through and including March 17, 1997.
(b) ABC agrees to negotiate in good faith with MediaLink, commencing no
later than 90 days prior to the end of the Term, for an extension of this
Agreement under mutually agreeable terms. Should the Licensee deem it necessary
to terminate this contract before contracted end date, Licensee must notify ABC
Satellite Services of their intention to terminate programming in a written
letter 90 days in advance of final broadcast date. ABC maintains the right to
pro-rate the Licensee on any remaining balances owed due to termination of this
agreement without the sufficient written 90 day notice of cancellation.
(c) This agreement may be terminated by either party without penalty, on
notice to the other party, if the other party breaches, refuses or for any
reason fails to perform any of its material obligations herein, or fails to
comply with any of the material covenants, warranties, representations,
indemnities or other obligations herein.
(d) In the event of termination for any reason of ABC's agreement described
in subparagraph 7(f) hereinbelow, this Agreement shall be deemed terminated on
the effective date of termination of the ABC Agreement.
4. Warranties and Representations
Licensee represents and warrants that it has the legal right and power to
make and enter into this Agreement and that there are no contracts or
agreements, expressed or implied, between Licensee, its parent company,
subsidiaries, or any other parties which will prevent Licensee from fulfilling
all of its obligations hereunder. Licensee warrants that all of its activities
hereunder will conform to applicable FCC regulations and that the feeds and land
line connections will meet ABC's technical requirements. Licensee further
warrants that it has acquired all necessary underlying rights for the
transmission of the Programs and that its Programs, and the satellite
transmission thereof by ABC, will not violate any third party's rights.
5. Sublicense
Licensee may not sublicense the satellite transmission time to any other
party at any time for any purpose whatsoever.
6. Indemnity
Licensee agrees to protect, defend and indemnify ABC, its officers,
directors, agents and employees against any and all liability, loss and expense,
including reasonable attorneys' fees arising from any claim or litigation
involving any breach by Licensee of this Agreement or any of Licensee's
representations or warranties set forth herein, or arising from any claim
violation or infringement of rights resulting from the transmission hereunder of
any programs or materials furnished by Licensee.
7. General
(a) Neither Licensee nor ABC may assign this Agreement without the prior
written consent of the other, except that ABC may assign this Agreement and all
of its rights and obligations hereunder to any party acquiring a portion of its
radio business or to any entity controlling ABC, controlled by ABC or under
common control with ABC.
(b) Licensee agrees that ABC shall not incur any liability hereunder
because of the unavailability of the satellite transmission time due to an act
of God, a failure of technical or mechanical facilities, inability to transmit
signal on the uplink, failure or delay of transmission of Programs, labor
disputes, government action, strikes, lockouts or any industrial action, flood,
fire explosion, accident, riot or any other cause beyond ABC's control. Further,
Licensee agrees that ABC shall not incur any liability for the production,
distribution or reception of Programs broadcast from the satellite for
affiliates or customers of Licensee.
(c) Licensee agrees that if, for any reason, it ceases operation or any
application is made to the Federal Communications Commission pertaining to any
assignment or transfer or control of its license or interest therein, Licensee
will immediately notify ABC, in writing, and ABC, at its discretion, shall have
the right to terminate this Agreement.
(d) All notices to be given hereunder shall be given personally or prepaid
and mailed to Licensee at the address designated herein on the first page of
this Agreement or any other address designated by either party hereto, in
writing, in accordance herewith. Any notice given by mail shall be deemed to be
given on the day it is mailed.
(e) Nothing contained herein shall be deemed to constitute a partnership,
agency or joint venture between the parties. Licensee's relationship to ABC
shall be that of an independent contractor. In accordance herewith, Licensee
agrees that any and all contracts of employment of personnel furnished, with
respect to the satellite transmission time hereunder, shall be made by Licensee,
as principal, and that there will be no liability whatsoever on ABC's part, with
respect to such contracts or personnel.
(f) Licensee shall comply with all applicable tariffs. Licensee is subject
to all applicable terms and conditions of ABC's agreement with the satellite
carrier covering the Satcom C-5 Transponder 23.
(g) Licensee shall not use the terms "ABC", "ABC Radio", "ABC Radio
Network", or "ABC Talkradio-Weekend", or any other ABC trademark or
identification with ABC, in any marketing, advertisement, press release, trade
article, video or audio interview, or sound bite, without the expressed written
consent of ABC.
(h) This Agreement is subject to all federal, state and municipal laws and
regulations now or hereafter in force, and shall be governed and construed in
accordance with the laws of the State of New York, and shall not be exchanged,
modified or discharged in whole or in part, except by an instrument duly signed
by Licensee and ABC. No waiver by either of the parties or the breach of any
term or provision of this Agreement will be construed as a waiver or any
preceding or subsequent breach of the same or any other provision.
(i) This Agreement is subject to, and Licensee's rights hereunder shall be
subordinate to, ABC's rights with respect to the satellite.
(j) This Agreement comprises our entire agreement, with respect to this
subject matter and shall supersede all other prior written or oral agreements.
(k) This long-term service agreement has been negotiated individually by
the parties in order to be tailored in such a way so as to meet the specialized
needs and requirements of each party. Capital Cities/ABC, Inc. does not intend
to act in the capacity of a common carrier in offering the services which are
subject to this negotiated agreement and does not purport to hold out the
offering of such services on an indiscriminate basis.
If the foregoing is in accordance with Licensee's full understanding, please
indicate Licensee's consent to these terms and conditions by signing in the
space provided below.
Very truly yours,
ABC RADIO NETWORK, INC.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Director of Satellite Services
Accepted and Agreed
X. XXXXXX XXXXXXXXX
By: /s/ X. XXXXXX XXXXXXXXX
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Date: (3/13/96)
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