EXHIBIT 10.22
AGREEMENT # ______________
MOSCOW JANUARY 31, 2006
________________ (hereinafter referred to as the "BROADCASTER") (BASIC STATE
REGISTRATION NUMBER [OGRN] 1027739137887) in the person of
___________________________________, acting on the basis of
______________________________________________, on the one hand, and
_______________________________ (hereinafter referred to as the "AGENCY") in the
person of ____________________, acting on the basis of ________________, on the
other hand, hereinafter jointly referred to as the "PARTIES", have concluded the
present Agreement on the following:
1. DEFINITIONS
For the purpose of the present Agreement, the definitions and expressions below
have the following meanings:
"NETWORK PROGRAM BLOCK" means a combined audiovisual work (the result of
intellectual activity) created by CJSC "Network of television stations" (further
"CTC") for using by the Broadcaster as transmission through on-air broadcasting
(Article 40 of the RF Law "On Copyright and Neighboring Rights") and
transmission of cable broadcasting (Article 41 of the RF Law "On Copyright and
Neighboring Rights") pursuant to the contract concluded between the Broadcaster
and CTC (hereinafter referred to as the "Network contract").
"REGIONAL WINDOW" means a time interval scheduled within the Network Program
Block that allows the substitution of audiovisual works in the Network Program
Block for any other programming at the discretion of the Broadcaster pursuant to
the Network contract.
"ADVERTISING" means information on a physical or legal person, goods, ideas,
undertakings (advertising information) intended for an uncertain circle of
persons and aimed to form or support interest to these physical, legal persons,
goods, ideas, undertakings and to promote realization of goods, ideas and
undertakings.
"COMMERCIAL" means an audiovisual work containing advertising with the
time-keeping of up to 120 (one hundred and twenty) seconds inclusive.
"LOGOTYPE" means an original tracing of the advertiser's name used as a symbol
of the goods and frequently being its trade xxxx. The said tracing in the static
or dynamic form is placed in any corner of the picture.
"RUNNING LINE" means an advertising message broadcasted inside TV programs,
between TV programs, in Broadcaster's announcements and prompts by imposing to
the television image of static and/or dynamic text image in the bottom part of
the television screen.
"SPONSOR" means a physical person or a legal entity making a contribution in the
form of property, results of intellectual activity, services, work, etc., to the
production of a TV program or the broadcasting of a sports event with the aim to
promote its own or another person's brand or trade xxxx or its own activities,
products or any other direct or indirect commercial interests through placing
the sponsor advertising on TV channel air.
"SPONSORSHIP ADVERTISING" means advertising about the sponsor, i.e. a legal
entity or a physical person contributing into program producing or into
broadcasting of an entertainment event (concert, festival, etc.) in the form of
property, results of intellectual activity, services, work, etc., with the aim
to promote its own or another person's brand or trade xxxx or its own
activities, products or any other direct or indirect commercial interest.
"SOCIAL ADVERTISING" represents public and state interests and serves charity
purposes.
Social Advertising shall promote neither business entities nor individual
entrepreneurs, nor their specific brands (models, articles) or the brands
(models, articles) of products resulting from the business activity of
non-profit organizations.
"CROSS-PROMOTION" means advertising information on any third parties (further
called "Contractors"), if the Contractor(-s) place(-s) in turn the advertising
information on the Broadcaster pursuant to provisions of the contracts concluded
by the Broadcaster with a Contractor(-s). Contractors for the purposes of the
present paragraph of the Contract can be only mass media (mass media office,
publishers), and the advertising information presented by them for accommodation
can only be about the Contractor or corresponding mass-media (mass-media group
of the corresponding Contractor), or other persons affiliated with the
Broadcaster (CTC-MEDIA). Any other categories of Contractors should be
preliminarily coordinated with the Agency.
"BROADCASTER'S OWN INFORMATION" means announcements of television programs of
CTC and the Broadcaster issued in Network program blocks and Regional Windows as
well as announcement of actions prepared and conducted by CTC or Broadcaster
independently without participation of any third party. The said definition
shall not extend to advertising of other broadcasters in Network program blocks,
advertising of legally independent structures founded with participation of the
Broadcaster, as well as projects conducted with participation of any third
party.
"UNAUTHORIZED ADVERTISING" means advertising placed by the Broadcaster into
Network program blocks or Regional Windows without receipt of preliminary
written approval of the Agency. The said definition shall also extend to
advertising placed inside the Broadcaster's own information.
The concept of unauthorized advertising shall not include:
a) Headbands of CTC and/or Broadcaster opening and closing advertising blocks
not containing advertising of any third parties;
b) Broadcaster's own information;
c) information on any third parties stipulated by para 2.4. of the present
Contract.
"CLIENTS" means advertisers or any other third parties representing the
advertisers pursuant to respective contracts.
"NETWORK ADVERTISING" means advertising obligatory for airing within Network
program blocks according to the Network contract and not subject to exclusion
from the Broadcaster's air or replacement with any other audiovisual products.
"REGIONAL ADVERTISING" means advertising placed by the Broadcaster in the
Network program blocks and Regional Windows within specially defined time
intervals and subject to distribution exclusively within the limits of
Territory.
"TERRITORY" means - ____________________, wherein the Broadcaster shall carry
out distribution of Network program blocks and Regional Windows according to the
License Series __ # ____ issued on __________ by _______________________, the
copy of which shall be Appendix 7 to the present Contract, and the Network
contract.
"ADVERTISING SERVICE" means placing by the Broadcaster within the Network
Program Blocks and Regional windows (EMM "CTC-Moscow") of regional advertising
pursuant to the contracts entered into by the Agency in its own name, but on the
account of the Broadcaster, in the form of Commercials or any other form
determined by additional agreement hereto, including Social advertising
distributed on payment basis.
"REPORTING PERIOD" means one calendar month.
"THE PRIME TIME" means continuous time intervals that have the greatest watching
capacity - (time period from 18:00 till 24:00 hours local time).
"BROADCASTER'S ACTUAL GROSS ADVERTISING BROADCAST REVENUE for the Reported
Period" (Actual Gross Broadcast Revenue) means:
o Sales revenues on regional advertising transactions entered into
by the Agency regarding placement of advertising in Network
program blocks and Regional windows;
o Sales revenues on advertising transactions entered into by the
Broadcaster with the Clients regarding placement of advertising
in Network program blocks and Regional windows prior to
concluding of the present Agreement, where advertising placement
is executed from January 01, 2006, as well as on advertising
transactions entered into between the Broadcaster (or any
authorized persons) and the Clients after signing the present
Agreement with a written consent of the Agency (excluding
transactions on Cross-promotion and Social advertising on behalf
of the Broadcaster).
o Non-sale income (penalties, fines and other non-sale income) due
to the Broadcaster and actually collected by the Agency or
directly by the Broadcaster under contracts with Clients
concluded by the Agency with the aims of executing the present
Agreement;
o Indemnity due to the Broadcaster actually received by the Agency
or directly by the Broadcaster regarding transactions with
Clients concluded by the Agency with the aim of executing the
present Agreement.
2. SUBJECT OF THE AGREEMENT
2.1. The present Agreement shall be deemed a mixed-type agreement as defined by
Article 421 of the Civil Code of the Russian Federation. In the present
Agreement, the Parties set forth arrangements regarding commission services
(section 2.1.1 of the present Agreement), as well as contract and reimbursable
services (section 2.1.2 of the present Agreement). The names used for reference
to the Parties shall in no way be used to interpret the nature of their
relationship and are identified exclusively for convenience.
2.1.1. In accordance with this Agreement, the Broadcaster shall engage
the Agency, and the Agency shall be obliged for a commission fee to
conclude up to December 31, 2010 in the Agency's name, but for the
account of the Broadcaster, contracts with Clients for advertising
services of the Broadcaster for the period of January 01, 2006 to
December 31, 2010 regarding placing of Regional advertising in the
Network program blocks and Regional windows under the procedure
stipulated herein.
2.1.2. In accordance with this Agreement, the Agency shall render to
the Broadcaster on a compensated basis certain services according to
the list as defined in Appendix 2 to the present Agreement.
2.2. Within the valid period of the present Agreement the Agency shall act
exclusively: realize services on placement of Regional advertising in the
Network program blocks and Regional windows distributed by the Broadcaster, and
the Broadcaster, on their part, shall be
obliged neither to present to any third parties the right to conclude the
mentioned contracts nor render independently services on placement of
Advertising without written consent of the Agency and coordination with the
Agency of the conditions of such placement (excluding cases stipulated in para
2.4. of the present Agreement).
2.3. The Broadcaster shall take obligations on distribution of the Regional
advertising presented by the Agency on the basis of contracts concluded within
the limits of the Territory with Clients (pursuant to the conditions of the
present Agreement).
For rendering the Agency's services on the conclusion of contracts
with Clients on placement of regional advertising in the Network program blocks
and Regional windows, the Broadcaster shall be obliged to provide the following
volumes of time allocated for placement of regional advertising:
o 6 % (Six percent) of the duration of the corresponding Network
program block (according to the conditions of the Network
contract) for 24-hours broadcast (not taking into account
Regional windows duration),
o as well as the volume of advertising time in Regional windows
permitted by the current legislation (according to the
Broadcaster's program schedule) but for the exception stipulated
by the present Agreement.
The Parties shall acknowledge and agree that the total amount of
advertising in the Network program blocks and the Regional Windows distributed
by the Broadcaster in the Territory cannot exceed the limits established by the
legislation of the Russian Federation on advertising, and upon its definition
the Network advertising placed on air of the Broadcaster not subject to
exclusion from the Network program blocks shall also be taken into account.
Should the placement of Network and Regional advertising in full the in Network
program blocks and the Regional Windows distributed by the Broadcaster lead to
infringement of requirements of the legislation regarding the volume of
advertising, the Network advertising volume shall remain constant, and updating
shall be carried out due to time allocated for accommodation of Regional
advertising. Hereunder the Parties agree that such updating should be
distributed as much as possible in regular intervals within the air day (prime
time /beyond prime time) and, whenever possible, be coordinated with the Agency.
2.4. The Parties have agreed that the Broadcaster shall have the right
to place on air independently (in Network program blocks and Regional Windows)
Cross-promotion as well as the Social advertising placed at the expense of the
Broadcaster.
Total amount of the advertising time allocated for placement of such
materials (Cross-promotion and the Social advertising placed at the expense of
the Broadcaster), in any case cannot be more than 7 % from the time specified in
para 2.3. The volume of the advertising time offered for placing the advertising
presented by the Agency (otherwise conditions of placement of Cross-promotion
and Social advertising should be preliminary coordinated with the Agency),
cannot be to the detriment of commercial sales of the Agency and should be
distributed as much as possible in regular intervals within the air day (prime
time /beyond prime time).
Should the Broadcaster not use the right provided by the present
paragraph regarding placement of Cross-promotion and Social advertising, the
Broadcaster shall notify the Agency thereon not later than 14 days prior to the
date of the prospective air broadcast.
2.5. On their part, the Broadcaster shall undertake to pay to the
Agency the commission for fulfillment of transactions at the rate and under the
procedure established by the present Agreement as well as to pay for the
rendered services.
2.6. The present Agreement shall not extend to Advertising in the form
of Sponsorship advertising, pre-election campaign and the Social advertising
distributed at the expense of the Broadcaster. The Parties have also agreed that
inclusion to the subject of the Agreement of any other kind of Advertising
besides a Commercial (including, but not being limited, the Sponsorship
advertising, Logotype, ((Running line)), etc.), shall require signing by the
Parties of a special additional agreement to the present Agreement.
2.7. Execution by the Agency of conditions of para 4.6.3, 4.7, 4.10,
5.2, 8.3 of the present Agreement shall be guaranteed by ZAO "Video
International" Group of Companies" with a subsidiary responsibility of
the guarantor. The contract of the guarantee shall be concluded with the
specified guarantor.
3. OBLIGATIONS OF THE PARTIES
3.1. The Broadcaster shall:
3.1.1. present to the Agency the exclusive right to conclude with
clients contracts on realization of services on placement of Regional
advertising in Network program blocks and Regional Windows. The Broadcaster
shall undertake not grant to any third party the right to make in their interest
and at his expense transactions fulfillment of which is entrusted to the Agency
under the present Agreement.
The Broadcaster shall have the right independently, without
participation of the Agency to realize Services on placing of the Regional
advertising in Network program blocks and Regional Windows only with the
preliminary written consent of the Agency and on the conditions coordinated with
the Agency.
The preliminary coordination shall not be required for placing by the
Broadcaster of their own information, the Social advertising placed at the
expense of the Broadcaster, and Cross-promotion (except for the cases directly
stipulated by the present Agreement).
3.1.2. In due time present to the Agency the information necessary for
fulfillment of transactions with Clients. Within three days from the moment of
signing the present Agreement the Broadcaster shall present to the Agency a
prospective Viewing grid (the schedule of programs of Network program blocks and
Regional Windows) of the Broadcaster for the first quarter of 2006, and further
present to the Agency a prospective Viewing grid in the shortest terms after its
formation.
In the prospective Viewing grid presented by the Broadcaster to the
Agency the schedule of time intervals intended for placing the Regional
advertising under transactions made by Agency, both in programs of Network
program blocks, and in Regional Windows, as well as time intervals intended for
Broadcaster's Own information, Social advertising placed at the expense of the
Broadcaster and Cross-promotion.
Advertising in the form of overlapping (Logotype, ((Running line)),
etc.) can be placed only in those television programs in which Advertising can
be placed according to the legislation of the Russian Federation and concerning
which the Parties have entered into an additional agreement to the present
Agreement regarding an opportunity to place such kind of Advertising.
The prospective Viewing grid shall be presented signed by the
authorized person of the Broadcaster and certified with the original stamp of
the Broadcaster.
The Broadcaster shall present to the Agency a current Viewing grid
(programs of Network program blocks and Regional Windows) for each calendar week
not later than for _____ (___________) calendar days prior to the beginning of
corresponding calendar week.
3.1.3. Have the right to make changes to a current Viewing grid having
notified the Agency about such changes in the operative order not less than for
___ (________) calendar days before implementation of changes (if the changes
come into force during or right after the state holidays (days off) - not less
than for ___ (_____) calendar days prior to the first day off).
The prior notification can be not given to the Agency only in cases of
making the specified changes quickly due to the events of the state importance
defined by the Broadcaster's editorial policy, should the prior notification of
the Agency on the given changes be impossible
due to the objective bases and under the condition of written informing of the
Agency thereon (on the day of modification).
If such quickly implemented changes have led to the fact that any
advertising of clients was not placed air of the Broadcaster, in such cases the
services on accommodation of advertising shall be compensated to Clients by
accommodation of the not-placed advertising in the Network program blocks and
Regional Windows during similar time and in similar (equivalent) programs within
the nearest days or, as agreed, during another time and in other programs (if
the Client refuses from placing the advertising during another time and in the
other programs, the Broadcaster shall be obliged to return the sum of cost of
the corresponding services on placing the advertising, if such placement has
already been paid for).
3.1.4. Provide accommodation of Regional advertising in Network
program blocks and Regional Windows according to the approved schedules of
accommodation of regional advertising presented by the Agency (media-plans), and
in view of conditions of para 3.1.2. of the Agreement.
Schedules of accommodation shall be presented signed by the authorized
person of the Agency and certified by the original stamp of Agency not later
than 4 (Four) days prior to date of the first airing of corresponding
Advertising.
Provide distribution of regional advertising to Network program blocks
and Regional Windows within the limits of the Territory in exact conformity with
contracts concluded by the Agency (with observance of positions of the subpara
((e)) item 3.2.1. of the present Agreement) with Clients regarding placement of
Regional advertising.
3.1.5. Inform the Agency on all failures which have occurred under
placing of Regional advertising. The notice should be given to the Agency not
later than in 24 (Twenty four) hours from the moment when the corresponding
Advertising should go on air of the Broadcaster according to the approved
schedule of accommodation (See para. 3.1.4. of the present Agreement) or, if the
failure in accommodation of Regional advertising has occurred on a day-off, on
the first business day after such failure.
3.1.6. Have the right not to accept an advertising for accommodation
in case if it does not correspond to the requirements of the Broadcaster
regarding its technical characteristics of similar sorts of video production,
mismatch ethical, political and thematic principles of the Broadcaster, if the
content and/or decoration of advertising does not correspond to the requirements
of the Russian legislation, as well on the days declared by the order of the
Broadcaster free from advertising.
The Broadcaster shall immediately notify the Agency on refusal in
accommodation of Advertising on the specified bases and suggest to replace the
rejected Advertising or to bring it in accordance with requirements of the
Broadcaster and/or the legislation of the Russian Federation.
If the Broadcaster refuses to place the advertising within the days
declared by the order of the Broadcaster free from advertising, service on
accommodation of such advertising shall be compensated to Clients by
accommodation of the not-placed advertising in the Network program blocks and
Regional Windows during similar time and in similar programs within the nearest
days or, as agreed, during another time and in other programs (if the Client
refuses from placing the advertising during another time and in the other
programs, the Broadcaster shall be obliged to return the sum of cost of the
corresponding services on placing the advertising, if such placement has already
been paid for). Such cases of not-placement of advertising shall not constitute
infringement of the obligations by the Broadcaster.
3.1.7. Render to the Agency all possible assistance in performance of
their obligations under the present Agreement, render necessary technical,
consulting and informational support.
3.1.8. Carry out full daily video-recording of the Broadcaster's air
(Network program blocks and Regional Windows); keep the video-recordings within
1 (One) year from the date of their output on air and present them upon demand
of the Agency within 3 days from the moment of inquiry receipt. Video-recording
should begin 3 (Three) minutes prior to the beginning of the advertising block
and come to an end in 3 (Three) minutes after the termination of the advertising
block.
3.1.9. In due time (in ten-day term after inquiry receipt) present to
the Agency on-air information under the Broadcaster's form confirming
accommodation of Regional advertising in Network program blocks and Regional
windows.
3.1.10. All inquiries of Agency addressed to the Broadcaster
(regarding an opportunity of accommodation of disputable promotional materials
in Network program blocks and Regional Windows, etc.) should be considered by
the Broadcaster within two business days upon the Agency inquiry receipt, and
the answer shall be directed within the same term to the Agency in writing (by
fax and express service). Should the answer be not available within the set
period (silence of the Broadcaster), the Agency shall have the right to act as
follows:
o If the inquiry contained a question requiring an unequivocal answer -
"yes" or "no", the Agency shall consider the silence of the
Broadcaster as the "yes" answer.
o If the inquiry asked for the opinion of the Broadcaster on any
disputable issue, the Agency shall consider the silence of the
Broadcaster as the consent of the latter to fulfillment by the Agency
of actions under the discretion of the Agency.
The actions of the Agency accomplished according to the given
conditions, shall be considered accomplished within the limits of performance of
the conditions of the present Agreement without excess of powers, and in case of
occurrence of any adverse consequences as a result of the specified actions the
Agency shall not bear any responsibility (except for the cases when the Agency
has accepted Advertising with infringement of the requirements of the current
legislation of the Russian Federation set for the placed Advertising).
3.2. The Agency shall:
3.2.1. Enter into transactions with clients for the sale of Regional
Advertising acting primarily for the benefit of the Broadcaster and in
accordance with the terms and conditions of the present Agreement.
A) When entering into contracts with Clients, the Agency shall
enter into contracts on those terms that are the most favorable
for the Broadcaster. The cost of advertising services when
entering into contracts with certain clients shall be determined
based on the contract price calculation method (Appendix 1).
B) The Agency shall have all rights and bear all obligations
under contracts with Clients made on a commission basis even
where the Broadcaster is specifically named in any such contract
and entered into a direct relationship with Clients.
C) For the purposes of the present Agreement, the Agency shall
have the right to enter into sub-commission contracts with other
legal entities and/or individuals as long as it remains fully
liable to the Broadcaster for performance by such sub-commission
agent (hereunder only a subsidiary or a parent company of the
Agency can act as a sub-commission agent. Otherwise the
sub-commission agent is subject to the obligatory prior approval
of the Broadcaster).
D) If any unforeseen circumstances arise that prevent performance
under any advertising services contract concluded with the
Client, the Agency shall immediately notify the Broadcaster of
the same presenting the proof.
If provisions of the contract concluded by the Agency on its own
behalf, but at the expense of the Broadcaster, are broken by the
Client, the Agency shall be obliged to inform immediately the
Broadcaster thereon presenting the proof.
E) The following provisions shall be included into contracts with
Clients:
"The Client shall be fully liable for the content and design of
any advertising delivered hereunder and for the breach of
copyrights or allied rights with respect to the artistic work and
objects of allied rights included in the advertising. All
pecuniary claims for damages, including those asserted by authors
and holders of allied rights, with respect to advertising shall
be settled by the Client using its own resources and at its own
expense."
In case of losses of the Broadcaster caused by infringement by
the Client of the rights of any third party concerning products
and execution included into Advertising, as well as requirements
of the legislation concerning the content and design of
Advertising, the Client shall compensate to the Broadcaster all
the incurred losses caused by such infringement.
2. The Agency (Broadcaster) shall have the right not to place advertising
on the days declared by the order of the Broadcaster free from advertising (para
3.1.6.) as well as the right to reject and not to accept for accommodation
Advertising in case of its inconsistence to ethical, political and thematic
principles of the Broadcaster, as well as to the current legislation of the
Russian Federation.
3. Upon conclusion by the Agency of contracts with Clients, the latter
shall guarantee that the promotional materials presented and placed according to
the present Agreement are not propaganda in the sense of the Federal law dd.
June 12th, 2002 # 67-FZ ((On the basic guarantees of suffrage and the rights to
participation in referendum of citizens of the Russian Federation)).
In the event that the advertised physical person or elective association
(political party, structural division of a political party, public organization,
social movement) becomes participant of elective process (i.e. during the
election campaign in the territory of the Russian Federation, the physical
person gets the status of the candidate, fiduciary, authorized representative on
financial questions of the candidate or an elective association/block, and an
elective association notifies the corresponding elective commission on promotion
of candidates/lists of candidates thereby or a part of the selective block) as
well as in case if the founder, the proprietor, the owner and (or) a member of
the management body of the advertised legal person are the persons who have
become by participants of the elective process (candidates, members or the
authorized representatives of the initiative group on carrying out of a
referendum, other group of participants of a referendum), in case when surnames
or images of these persons are used in the promotional material, the Client
shall be obliged to inform the Agency immediately on the specified circumstances
attaching the necessary documents, thereafter the concluded contract regarding
rendering services on accommodation of the corresponding promotional materials
shall be subject to cancellation, and promotional materials shall be removed
from air within 2 (two) business days from the moment of the notice.
If in the advertising images presented by the Client to the Agency for
placing there will be contained images or mentioning of physical persons or
elective associations which can become participants of the elective process on
the corresponding elections (the Agency has certain bases to believe that these
persons become participants of elective process) or any other information that
can be qualified as infringement of the legislation of the Russian Federation on
elections, the Client shall be obliged within 1 (One) business day from the date
of official publication of the decision on calling the corresponding elections
for the territory
within the limits of which advertising under the present Agreement is extended
to present to the Agency the written confirmation guaranteeing that the physical
person or elective association in this or that way mentioned or shown in the
promotional materials, will not take part in the corresponding elections.
In the event that such written confirmation is not presented, rendering of
services on accommodation of advertising within the limits of the concluded
contract shall cease, and the contract shall be subject to cancellation, and
promotional materials shall not be not subject to accommodation on air of the
Broadcaster.
Upon cancellation of the corresponding transaction due to the above-stated
basis the Client shall be obliged to pay to the Agency the cost of services on
accommodation of the advertising, rendered as of the moment of its cancellation.
4. If the advertised activity is subject to licensing, the Advertising
presented for accommodation on air of the Broadcaster should contain number of
the license and the name of the body that issued this license. Advertising of
the goods subject to obligatory certification should be accompanied by a xxxx
"subject to obligatory certification".
The Client shall obligatorily present to the Agency properly certified
copies of licenses, if the advertised activity is subject to licensing, and
certificates of conformity, if the advertised goods (services) are subject to
obligatory certification.
The Client shall present documentary acknowledgement of reliability of the
information contained in advertising upon inquiry of the Agency in two-day term.
5. Contracts with Clients should provide the condition on the possibility
of unilateral cancellation of the contracts by the Agency with the notice of
Clients thereon for no more than 30 (Thirty) days prior to prospective date of
cancellation of the contract.
6. If the money resources from the Client come not as a lump sum, but two
and more payments the Agency takes into account money resources coming from
them, first of all, as repayment of debts of the Client on payment for the
rendered services (if available); after full repayment of available debts the
coming money resources shall be taken into account as payment for the services
rendered in the reported month; further, after full payment of the services
rendered in reported month, the coming money resources shall be considered as
advance payment for rendering of services next month.
7. As per the date of each reported period end not less than 80 % (Eighty
percent) of the cost of services rendered in the reported period, should be paid
by clients. The remaining 20 % (Twenty percent) of the cost for rendered
services should be paid: by the Clients located within the limits of the
Territory, - not later than in 30 (Thirty) days from the moment of the
termination of the corresponding reported period; by the Clients located outside
the limits of the Territory, - not later than in 60 (Sixty) days from the moment
of the termination of the corresponding reported period.
If after 30 (Thirty) or, correspondingly, 60 (Sixty) days from the moment
of the termination of the corresponding reported period the rendered services
will not be completely paid for by Clients (further such xxxx receivable is
called ((Doubtful xxxx receivable))), the Advertising presented by the
corresponding Client shall be obligatorily removed from air and be not accepted
any more for accommodation before full repayment by the corresponding Client of
the Doubtful xxxx receivable.
8. The responsibility of the Agency (and as consequence, of the
Broadcaster) for infringement of the order of accommodation and/or distribution
of advertising cannot exceed the double accommodation of the corresponding
Advertising during similar time (in the equivalent television program) or the
double size of the cost of accommodation of the corresponding advertising.
3.2.2. Present the Advertising received from Clients for accommodation
in the Network program blocks and Regional Windows not later than 4 (Four)
calendar days prior to going into air or within another term agreed by the
Parties upon the act of transfer of video-units. The Advertising shall be
presented to the Broadcaster in PAL system with the rerecorded sound and
exposed time-code on Betacam Digital videocassettes (further -
"Cartridges"), in PAL system or in other formats and on other video-units
agreed by the Parties.
3.2.3. Have the right to direct to the Broadcaster inquiry on the
possibility of accommodation of disputable promotional materials in the
Network program blocks and Regional Windows, etc.
3.2.4. Accept from Clients, check for correctness of the design and
keep the certificates presented by the Clients regarding the use of works
of the Russian and foreign authors in the Advertising. Present to the
Broadcaster the information received from the Clients on the use of works
of the Russian and foreign authors in the Advertising (under the form of
the Broadcaster) within the terms stipulated by para 3.2.2. of the present
Agreement.
3.2.5. Accept from Clients and upon demand of the Broadcaster present
to the latter the copies of the corresponding certificates and/or
corresponding licenses. If the advertised activity is subject to licensing
or the advertised goods are subject to obligatory certification, the Agency
shall present to the Broadcaster advertising with the corresponding marks.
In case of granting by the Agency to the Broadcaster of promotional
materials without the specified marks, the given materials shall be subject
to replacement in the shortest terms and cannot be placed by the
Broadcaster in the Network program blocks and/or Regional Windows.
Storage of the specified documents shall be carried out by the Agency
in a uniform package with schedules of accommodation.
3.2.6. Direct to the Broadcaster an application for accommodation of
advertising on air of the Broadcaster in the form of the advertising
accommodation schedule (media-plan) indicating the Tele-channel, the period
(terms) of accommodation of the advertising, cost of services on
accommodation of the advertising and other conditions necessary for
rendering the services.
3.2.7. Direct to the Broadcaster reports on execution of the
commission assignment under the procedure established by the present
Agreement under the form specified in the Appendix 6.
3.2.8. Present promotional and informational materials of the Clients,
accompanying and working documentation to the Broadcaster not later than 4
(Four) days prior to the date of the first output of corresponding
Advertising on air of the Broadcaster within the limits of the Territory
(or within the other term additionally agreed by the Parties by means of
telephone or facsimile communication).
3.2.9. The Parties shall agree that the Agency shall have the right
upon performance of the commission assignment of the Broadcaster to realize
services on accommodation of Regional advertising both through conclusion
of separate transactions (contracts) with Clients only on rendering of
services on accommodation of Regional advertising by the Broadcaster in the
Network program blocks and Regional Windows in the Territory, and through
conclusion with the Client of uniform transactions (contracts) on rendering
to the Client of services on accommodation of advertising by other persons
on air of other telechannels, licenses for air broadcast for which are
issued to other persons (so-called ((batch sales))), and the Broadcaster
shall not object to such way/variant of realization of their services. The
Agency shall inform the Broadcaster on realization of services by way of
((Batch sales)) by locating of the corresponding information in the report
of the Agency.
The conclusion of the specified uniform transactions (contracts) shall
be made on the basis of execution by the Agency of the assignment in the
interests of the Broadcaster (principal) and on the conditions most
favourable to them proceeding from objectively existing circumstances
(status of the advertising market; demand and supply on the market of
services on accommodation of advertising on air of televisions companies;
volumes and other restrictions for advertising on the TV established
legislatively; technical opportunities of the Broadcaster and other
tele-broadcasters in corresponding territories, change of such technical
opportunities; quantity of participants of the market (market sectors) and
their media-activity; needs of advertisers; features of media planning of
the advertiser, the period of accommodation and expenditure of the
advertising budget, the seasonal factor; the sum of the advertising budget
of the advertiser including the one planned to accommodation on all
tele-channels of the corresponding city and directly on air of the
Broadcaster; behaviour of competitors of the advertiser in the advertising
policy (sum of budgets, periods of accommodation, choice of advertising
carriers and mass-media) and other factors).
4. COMPENSATION TO THE AGENCY AND THE COST OF ITS SERVICES. SETTELEMENT
PROCEDURE AND PRESENTING OF SETTLEMENT AND REPROTING DOCUMENTS
4.1. Cost of services on accommodation of regional advertising in contracts with
clients-residents or the clients-non-residents carrying out payment in the
Russian roubles shall be established in Russian roubles and for contracts with
the clients-non-residents carrying out payment in US dollars or in any other
foreign currency, - in US dollars.
Services of the Broadcaster on accommodation of regional advertising shall be
subject to value added tax.
4.2. COMMISSION:
4.2.1. The size of commission of the Agency for fulfillment of transactions with
clients will be coordinated by the Parties in the Appendix/additional agreement
to the present Agreement and defined as a part (percent) from the actual gross
revenues of the Broadcaster (not taking into account the value added tax) in the
given reported period.
The commission thus calculated is subject to value added tax according to the
current legislation of the Russian Federation, and payment of the whole sum with
VAT shall be made by the Broadcaster under the procedure established
correspondingly in para 4.6., 4.16. of the present Agreement.
The right to commission shall arise with the Agency from the moment of actual
rendering by the Broadcaster of services on accommodation of regional
advertising in the reported period.
4.2.2. Upon definition of the commission of the Agency within the limits of
execution of the commission assignment for fulfillment by the Agency of
transactions with clients-non-residents in US dollars, the size of the
commission for each reported period shall be defined in roubles at the rate of
the Central Bank of the Russian Federation effective for the last date of the
reported period.
4.3. Cost of services of the Agency according to para 2.1.2. of the present
Agreement shall be coordinated by the Parties in the Appendix/additional
agreement to the present Agreement and defined as a part (percent) from actual
gross revenues of the Broadcaster (not taking into account the value added tax)
in the given reported period.
The cost of services thus calculated is subject to value added tax according to
the current legislation of the Russian Federation, and payment of the whole sum
with VAT shall be made by the Broadcaster under the procedure established
correspondingly in para 4.6., 4.16. of the present Agreement.
4.4. All sums withheld by the Agency on the settlement account, except for the
sums specified in para 4.10. of the present Agreement as well as other cases
directly coordinated by the Parties, shall be advance payment paid to the Agency
on account of its commission and payment for services.
4.5. In case if the sum of advance payment withheld on the settlement account of
the Agency on account of payment of the commission or the cost of services
exceeds the sum of the commission or cost of services due to the Agency for the
reported period, unduly withheld sum shall be considered as advance payment on
the commission or on payment for services at the cross-cancellation of the debts
for the next month.
The balance of calculations with the Broadcaster on payment of the commission
and cost of services shall be reflected in the Acts specified in para 4.13.
4.6. Payment under contracts with the clients concluded by the Agency shall be
carried out in the following order:
4.6.1. Payment under contracts concluded by the Agency with clients-residents or
clients-non-residents carrying out payment in Russian roubles shall come to the
settlement account of the Agency.
4.6.2. From the money resources received from clients the Agency shall keep on
the settlement account 15 % (Fifteen percent) of the sum received to the account
(as advance payment on the commission and payment for services).
4.6.3. Payment under contracts of the Agency with clients in roubles of the
Russian Federation shall come to the settlement accounts of the Agency. Within 5
(Five) banking days the Agency shall be obliged to transfer to the Broadcaster
the money resources received under contracts taking into account para 4.6.2. of
the present Agreement. The specified five-day term shall be estimated from the
moment of transfer of the money to the settlement account of the Agency.
At the conclusion with the client of the transaction (contract) on rendering to
the latter services on accommodation of regional advertising in a package on air
of several tele-channels (several Broadcasters) according to para 3.2.9. of the
present Agreement, transfer by the Agency to the Broadcaster of money resources
in payment for the rendered services that were received from advertisers shall
be carried out not later than 10 (ten) days from the moment of the termination
of the corresponding reported period.
4.6.4. Within the frames of the present Agreement the Parties shall provide an
opportunity of receipt of payment under contracts concluded by the Agency with
the clients according to conditions of the present Agreement directly to the
settlement account of the Broadcaster (according to the financial assignment of
the Agency addressed to the corresponding client).
In this case the Broadcaster shall direct to the Agency within three banking
days from the moment of receipt of the appendix to the bank extract confirming
the fact of transfer of money resources to the settlement account of the
Broadcaster, the information on the amount of the received money resources from
the client and the money resources due to the Agency.
In this case the Agency shall keep the sum at the rate of 15 % (Fifteen percent)
from the money resources received to the settlement account of the Broadcaster
from the money resources coming from other clients to the settlement account of
the Agency and belonging the Broadcaster.
4.6.5. As per the date of each reported period end not less than 80 % (Eighty
percent) of the cost of services rendered in the reported period, should be paid
by clients. The remaining 20 % (Twenty percent) of the cost for rendered
services should be paid: by the Clients located within the limits of the
Territory, - not later than in 30 (Thirty) days from the moment of the
termination of the corresponding reported period; by the Clients located outside
the limits of the Territory, - not later than in 60 (Sixty) days from the moment
of the termination of the corresponding
reported period. The mentioned terms should be obligatorily taken into account
by the Agency when concluding transactions with the Clients.
If after 30 (Thirty) or, correspondingly, 60 (Sixty) days from the moment of the
termination of the corresponding reported period the rendered services will not
be completely paid for by Clients (further such xxxx receivable is called
((Doubtful xxxx receivable))), the Advertising presented by the corresponding
Client shall be obligatorily removed from air and be not accepted any more for
accommodation before full repayment by the corresponding Client of the Doubtful
xxxx receivable. On the date of each reported period end not less than 80 %
(Eighty percent) of the cost of the services rendered in the reported period
should be paid by clients. The remained 20 % (Twenty percent) costs of the
rendered services should be paid: the Clients located within the limits of
Territory, - not later than in 30 (Thirty) days from the moment of the
termination of the corresponding accounting period; the Clients located outside
of limits of Territory, - not later than through 60 (Sixty) days from the moment
of the termination of the corresponding accounting period. Hereunder the Parties
in the operative order shall coordinate the further actions on claiming from the
Client of the sum of debts and penal sanctions for untimely payment.
4.7. Upon conclusion Agency of transactions with clients-non-residents in US
dollars, the Agency shall within four bank days from the moment of transfer of
money resources to the currency transit account of the Agency transfer the money
resources received from the non-resident in full to the currency transit account
of the Broadcaster.
When transferring money resources the Agency shall direct to the Broadcaster a
copy of the payment assignment.
4.8. The Parties have agreed that under certain circumstances (absence of the
transit currency account, requirement of the Russian legislation, etc.)
realization of calculations according to para 4.7. of the present Agreement is
impossible, the Broadcaster hereby can charge the Agency to carry out the sale
of the currency means received from clients belonging the Broadcaster, into the
national currency of the Russian Federation (the Russian roubles) in full.
The Agency shall be obliged within 3 (Three) bank days from the moment of
realization of sale of currency means to transfer to the settlement account of
the Broadcaster all the received money resources in Russian roubles minus the
sum making 15 % (Fifteen percent) of the currency means that came from the
client in the Russian roubles at the rate of the Russian rouble to the US dollar
established by the Central Bank of the Russian Federation effective on the date
of receipt of currency means to the transit currency account of the Agency (on
account of payment of the commission and services of the Agency).
Upon transferring the money resources the Agency shall direct to the Broadcaster
a copy of the payment assignment.
4.9. If money resources from the Client come not as a lump sum, but in two and
more payments the Agency shall take into account money resources coming from
them, first of all, as repayment of debts of the Client on payment for the
rendered services (if available); after full repayment of available debts the
coming money resources shall be taken into account as payment for the services
rendered in the reported month; further, after full payment of the services
rendered in reported month, the coming money resources shall be considered as
advance payment for rendering of services next month. The given order of the
account by the Agency of receipts from Clients should be stipulated by
conditions of the corresponding contracts concluded by the Agency with Clients.
4.10. If the Client or the Broadcaster shall prior to the beginning or during
rendering services on accommodation of advertising unilaterally refuse from
execution of the contract on rendering of services completely or in its any
part, or there come other conditions demanding returning of money resources to
the settlement or transit currency account of the Client, the Agency shall have
the right to transfer to the clients money resources in roubles of the Russian
Federation
subject to returning by the latter according to contracts concluded with them,
including at the expense of the means received from other clients in favour of
the Broadcaster on the accounts of the Agency, but yet not sent to the
settlement account of the Broadcaster. In case of returning of the whole sum of
the contract or payment, money resources shall be returned to the client in
roubles in the same sum that was received. Upon partial return the sum of
roubles shall be defined proportionally to reduction of the sum of the contract
or payment. The Agency shall be obliged to notify the Broadcaster on realization
of the above mentioned transfers in 3-day term.
In case of insufficiency or absence of the money resources belonging the
Broadcaster and necessary for realization of return to the client on the
settlement account of Agency, the Broadcaster in ten-day term from the moment of
receipt of the letter from the Agency with the requirement on the return shall
transfer to the settlement account of the Agency (or the corresponding client on
the basis of the financial assignment of the Agency) the corresponding sum in
full.
In cases when the money resources received earlier in a foreign currency should
be returned to the client according to the contract with the latter:
o if money resources are transferred by the Agency to the Broadcaster, the
Broadcaster shall be obliged in ten-day term to transfer the sum subject to
returning to the client-non-resident in the corresponding foreign currency
to the transit currency account of the Agency, and the Agency in its turn
shall carry out return of the received money resources to the corresponding
client. Ten-day term shall be estimated from the moment of receipt by the
Broadcaster of the letter from the Agency with the requirement on the
return confirmed by corresponding documents with the client-non-resident;
o if money resources are not transferred to the Broadcaster and still are on
the transit currency account of the Agency, the latter shall transfer to
the corresponding client the sum subject to returning in the corresponding
foreign currency.
4.11. In case of occurrence of difficulties with unequivocal identification of
money resources as the payments received in connection with execution by the
Parties of obligations under the present Agreement, terms of transfer of the
money resources established by para 4.6., 4.7. can be prolonged.
THE PROCEDURE OF PRESENTING THE REPORTING DOCUMENTS
4.12. Upon transfer of money resources to the Broadcaster the Agency shall
direct to the Broadcaster simultaneously with a copy of the payment assignment
the report (notice) of the Agency on the paid transactions with the detailed
decoding of the sum of payment:
a) The sum of the payment received to the settlement and/or transit currency
account of the Agency under concluded contracts including value added tax;
b) The sum left on the settlement account of the Agency on account of payment of
the commission and services of the Agency including value added tax;
c) The period of time within which services on accommodation of advertising
should be rendered for which payment is carried out.
The Broadcaster at presence of objections under the presented report shall
within 10 (ten) calendar days from the moment of its reception direct to the
Agency written objections. At absence of the objections in the specified term
the report shall be considered accepted, and the assignment executed.
4.13. Upon termination of the reported month (up to the fifteenth date of the
month following the reported one) the Parties shall make a bilateral Act to
specify:
o Actual gross revenues of the Broadcaster in the reported period, consisting
from:
o Sales revenues on regional advertising transactions entered into
by the Agency;
o Sales revenues on advertising transactions entered into by the
Broadcaster (or any authorized persons) with the Clients
regarding placement of regional advertising;
o Non-sale income (penalties, fines) and/or release-money collected
by the Agency in the reported month under transactions on
rendering services on accommodation of the regional advertising
concluded by the Agency.
o The sum of receipts in the reported period under the contracts concluded by
the Agency, including as payment of services on accommodation of
advertising in the reported, previous and future periods;
o The sum of the compensation, due to Agency for the accounting period;
o The sum of the money resources paid to the Agency as payment of
compensation, including payment for the reported period and the advance
payment on account of the future period and payment for the previous
periods;
o The sum of cost of the services rendered by the Agency in the reported
period;
o The sum of the money resources paid to the Agency as payment for the
rendered services, including payment for the reported period and the
advance payment on account of the future period and payment for the
previous periods;
o Other information that the Parties will find necessary to reflect in the
Act.
4.14. The Agency shall be obliged to give to the Broadcaster the invoice on the
commission and the rendered services not later than the 15th day of the month
following the reported one.
4.15. The directed Act should be approved within five business days by the
Broadcaster, or within the specified term motivated objections to the Act should
be directed. At presence of motivated objections of the Broadcaster an Act on
indicating the measures on satisfaction of the reasonable claims shall be made
by the Parties.
At absence within the specified term of any answer from the Broadcaster
regarding the directed Act, the Act shall be considered approved.
4.16. In case of formation of debts of the Broadcaster before the Agency,
specified in the corresponding Act, the Agency shall after the 15th day of the
month following the reported one keep the sum of the given debts from the money
resources coming from clients belonging the Broadcaster to the settlement
account of the Agency not expecting any additional instructions thereon from the
Broadcaster.
4.17. The Parties have defined that the commission calculated according to
conditions of the present Agreement and paid to the Agency shall also provide
covering of all possible charges of the Agency on execution of the commission
assignment given to them, including charges on payment of compensation to
sub-commission agents, in this connection these charges of the Agency shall not
be subject to any additional compensation by the Broadcaster.
4.18. CALCULATION OF PLANNED VALUES:
4.18.1. Under condition of maintenance of conditions of the exclusivity
specified in the present Agreement and proceeding from the volumes of
advertising time coordinated above and opened by the Broadcaster, the Agency
shall undertake to provide realization of services of the Broadcaster on
accommodation of Regional advertising so that the sum of gross revenues (minus
compensation to the Agency) received by the Broadcaster for accommodation of
Regional advertising on air of the Broadcaster, and calculated for a calendar
year in conformity with the technique coordinated by the Parties shall make not
less than a rouble equivalent of the sum specified in Appendix 1 to present
Agreement.
The Parties have agreed annually, since 2006, not later than October 01st of the
corresponding year to coordinate (to sign) Appendices to present Agreement with
definition of the sums of the gross revenue of the Broadcaster for the next
year.
Final settlement of the sum of the actual gross revenues calculated for a
calendar year according to the technique coordinated by the Parties, shall be
made annually not later on March 01st of the year following the reported one,
hereunder the sum of actual gross revenues shall decrease for the sum of the
Doubtful xxxx receivable. Further the Parties shall check conformity of planned
values (specified in Appendix 1 to the present Agreement with reference to 2006
and coordinated by the Parties further for 2007, 2008, 2009 and 2010) to the
actual sums of gross revenues of the Broadcaster. The present calculation shall
be applied with a view of execution of conditions of para 4.18.2. and 8.6. of
the present Agreement.
4.18.2. In cases:
o of default by the Broadcaster of the guarantees on maintenance of
conditions of exclusivity of activity of the Agency, on granting
advertising volumes (advertising time) specified in the present Contract;
o of the essential dynamics of the market occurred as a result of force
majeure circumstances or an economic crisis,
o of change of the dollar exchange rate established by the Central Bank of
the Russian Federation, in relation to the Russian rouble more than for 15
%,
the Parties will coordinate respective alteration of total sums of gross
revenues of the Broadcaster stipulated in Appendix 1 by signing additional
agreements.
The Parties shall also agree that revision of total sums of gross revenues of
the Broadcaster specified in Appendix 1 shall occur in the event if the Agency
does not start realization of services of the Broadcaster on accommodation of
regional advertising for the reasons, not dependent on the Agency.
5. LIABILITY OF PARTIES
5.1. In the event of non-performance or the improper performance by a Party of
its obligations hereunder, such Party shall be liable for damages to the other
Party resulting from such non-performance or improper performance.
5.2. If either Party delays any payments hereunder, it shall be liable for a
penalty of 0.04 % (four-hundredths of a percent) on the outstanding amount for
each day of delay upon the demand of the other Party, but not more than 10 % of
the untimely paid sum.
5.3. In the event of a breach by the Broadcaster of its obligations with regard
to broadcasting ads (by failing to place ads within the Network Program Blocks
and Regional Windows, changing time spots and/or sequencing of airing of the
regional advertising, broadcasting advertising with deviations in terms of
quality- no audio track, interference, and timing, content or version
irregularities, etc.), the Broadcaster shall upon the demand of the Agency
indemnify the claims of any third party claims under existing contracts to the
Agency. In the event that the Agency incurs expenses relating to the clients'
claims due to the Braodcaster's failure to perform its obligations, the
Broadcaster shall reimburse the Agency for any such expenses confirmed with
documents upon the demand of the Agency (within the limits stipulated by subpara
8 of para 3.2.1. of the present Agreement).
5.4. In case of accommodation of the Unauthorized advertising in the Network
program blocks and Regional windows, the Broadcaster shall upon demand of the
Agency pay in favour of the latter the penalty at the rate of the rouble
equivalent (at the rate of the Central Bank of the
Russian Federation at the date of payment) USD 100,00 (Hundred US dollars) for
each airing of the Unauthorized advertising.
5.5. The Broadcaster shall not be liable for the failure to broadcast
advertising within the Network Program Blocks and Regional windows through the
Agency's fault. If the infringement of the conditions of accommodation of
advertising was the result of inadequate execution by the Agency of the
obligations taken up under the present Agreement, the Agency shall undertake to
settle independently all claims of clients, to compensate to the Broadcaster
possible damage (the missed benefit) and shall have no right to burden the
Broadcaster by obligations under such contracts accepted by the Agency before
Clients.
5.6. The Agency shall bear responsibility for the validity of the contracts
concluded by it on behalf of the Broadcaster.
5.7. All payments under penal sanctions under the present Agreement expressed in
US dollars, shall be made in roubles at the rate of the Central Bank of the
Russian Federation at the date of payment.
All penal sanctions under the present Contract can be applied at the discretion
of the Parties and shall be considered due to payment in case of and from the
moment of issuing of the corresponding pro-forma invoice for them. The penal
sanctions due to payment according to the present paragraph shall be paid by a
guilty Party within 5 (five) days from the moment of issuing the corresponding
invoice.
6. FORCE MAJEURE CIRCUMSTANCES
6.1. The Parties shall be relieved from the responsibility for default
or inadequate execution of obligations under the present Agreement if the
appropriate execution occurred to be impossible due to action of force majeure,
i.e. extreme and unpreventable circumstances under the given conditions, e.g.:
acts of God, fires, military actions, revolutions, strikes, changes in the
legislation, acceptance of obligatory statutory acts of the Russian Federation
or the Territory, not planned performances on air of statesmen (the President,
Chairman of the Government, Chairman of Council of Federation and Chairman of
the State Duma of Federal Assembly (the Maximum legislature) Russian Federation
and other circumstances, not dependent on will of the Parties.
6.2. The Party for which the impossibility of execution of obligations
under the present Agreement occurred, shall be obliged to inform the other Party
immediately on occurrence and termination of the circumstances specified above
not later than five business days. In this case representatives of the Parties
should consult in the shortest terms with each other and coordinate measures
which should be accepted by the Parties.
The fact of occurrence of such circumstances and their duration should
be confirmed by the documents which have been issued by the corresponding
authorised bodies or the organizations.
6.3. Not-notice or the untimely notice on the occurrence of such
circumstances shall deprive of the right to refer to any of these circumstances,
as to the basis for relieving the Party having committed not-notice or the
untimely notice from the responsibility for untimely execution of obligations.
6.4. In case if advertising has not been aired in Network program
blocks and Regional Windows in connection with occurrence of the above-stated
circumstances, the Broadcaster shall in coordination with the Agency place the
remaining advertising during similar time and in similar programs, and if such
accommodation is not possible carry out returning to the clients the preliminary
paid sums for the regional advertising not aired in Network program blocks and
Regional Windows.
7. DISPUTE RESOLUTION
7.1 All disputes and controversies arising out of or relating to the present
Agreement shall be resolved through negotiations between the Parties.
7.2 If the Parties fail to come to a settlement, the dispute shall be submitted
for resolution to the Moscow Arbitration Court.
8. VALID TERM OF THE AGREEMENT
8.1. The present Agreement shall inure from the moment of signing, be extended
to the relations of the Parties arisen since January 01st, 2006 and operate till
the moment of performance of the obligations by the Parties.
8.2. The present Agreement can be terminated before expiry of its valid term
upon consent of the Parties at any time.
8.3. Upon unilateral cancellation of the Contract the Party-initiator shall be
obliged to direct to other Party the notice in writing not later than 180
(Hundred eighty) days prior to the date of its cancellation. The form for such
application is the registered mail with the notice.
Hereunder the Party-initiator of pre-schedule cancellation shall be obliged to
pay to other Party release-money equal to:
o upon cancellation of the present Agreement under the initiative of the
Broadcaster - 15 % (Fifteen percent) of the sum of actual gross revenues of
the Broadcaster from rendering services on accommodation of Regional
advertising in Network program blocks and the Regional Windows distributed
by the Broadcaster, for six full calendar months, preceding the date of
cancellation of the Agreement;
o upon cancellation of the present Agreement under the initiative of the
Agency - the sum of actual gross revenues of the Broadcaster from rendering
services on accommodation of Regional advertising in Network program blocks
and the Regional Windows distributed by the Broadcaster, for six full
calendar months, preceding the date of cancellation of the Agreement.
Payment of the release-money shall occur within 30 days from the moment of
cancellation of the Agreement.
Calculation of the release-money shall be made in standard units - US dollars,
and payment - in Russian roubles at the rate of the Central Bank of the Russian
Federation for the date of transfer of money resources.
8.4. I for the date of receipt of the notice on preschedule cancellation of the
Agreement (para 8.2., 8.3. of the present Agreement) by the Agency according to
the present Agreement contracts with clients are already concluded on
accommodation of the Regional advertising, and the termination of accommodation
of such Regional advertising is stipulated after the date of preschedule
cancellation of the present Agreement, the Agency shall within 10 (Ten) business
days present to the Broadcaster the list of contracts with clients which action
will not expire for date of preschedule cancellation of the present Agreement
indicating to the essential conditions of the specified contracts: the
counterpart under the contract; the period of rendering services under the
contract, cost of services under the contract (the general cost and the cost of
services which should be rendered after the date of preschedule cancellation of
the present Agreement).
The Broadcaster shall be obliged within 10 (Ten) business days from the moment
of receipt of the specified list to inform the Agency what contracts concluded
with clients should be terminated having directed the corresponding notice to
the Client thereon (subpara ((5)) para 3.2.1. ((e)) of the present Agreement).
In the event if under contracts which the Agency should terminate clients have
carried out advance payments, the Broadcaster shall be obliged within the same
term of (10 (Ten) business days from the moment of receipt of the specified list
from the Agency) to transfer to the settlement/transit currency account of the
Agency the sum of the advance payment subject to returning to the Client.
Under other contracts, obligations on which will not be completely executed for
date of cancellation of the present Agreement, the Agency shall be obliged to
transfer to the Broadcaster all the rights and duties in full under the
contracts concluded by the Agency with the Clients.
8.5. Upon expiry of the valid term of the present Agreement it can be prolonged
upon the agreement of the Parties.
8.6. In case of essential default by the Agency on the results of fiscal year
(on 10 (ten) % and more) of the task of maintenance of realization of services
of the Broadcaster on accommodation of Regional advertising so that gross
revenues of the Broadcaster make not less than the sums coordinated by the
Parties as scheduled gross revenues of the Broadcaster for corresponding year
(for 2006 - a preamble of Appendix 1 to the present Agreement), the present
Agreement cannot be terminated by the Broadcaster without carrying out of
preliminary talk of the Parties. The Parties shall undertake not later than on
March 10th of the year following the reported one to carry out negotiations,
determine an opportunity and coordinate conditions of the further teamwork. If
the Parties do not reach the agreement as a result of such negotiations as per
the term specified above, the Broadcaster shall have the right to terminate the
present Agreement due to the specified default by the Agency of the task
(hereunder the provision on payment by the Broadcaster of the release-money to
the Agency shall not be applied).
9. MISCELLANEOUS
9.1. The present Agreement shall be made and signed in duplicate of equal
validity, one copy for each Party.
9.2. All statements, amendments and supplements to the present Agreement shall
be valid only provided that the same shall be in writing and signed by the
authorized representatives of the Parties.
9.3. All Supplements and appendices to the present Agreement shall constitute an
integral part hereof.
9.4. The unilateral refusal to perform the obligations or unilateral
modification of the terms of this Agreement shall not be permitted, except as
set forth herein.
9.5. Reorganization, change of ownership pattern, structure of founders and/or
structure of executive bodies (individual and/or collective) of the Parties
shall not be the basis for termination and/or change of the conditions stated in
the present Agreement.
9.6. All terms of the present Agreement shall be confidential.
Each Party shall make every effort to prevent the access of any third
party to the confidential provisions of the present Agreement other than upon
the consent of the other Party.
Upon the demand of any authorized governmental agency (law-enforcement
agencies, tax authorities, etc), one of the Parties may disclose to them the
provisions of the present Agreement without the prior consent of the other
Party.
In case of breach of the provisions of this paragraph by a Party, such
Party shall be liable for the damages incurred by the other Party.
9.7 The headings of the Articles of the present Agreement have been inserted for
convenience only and shall in no way restrict or expand the meaning of any of
the provisions thereof.
9.8 The Parties shall immediately give to each other a written notice in case of
any change in their corporate Forms, addresses, bank or other essential details.
9.9 The Parties shall deliver to each other all and any notices and requests
regarding the performance of provisions of the present Agreement to the
addresses, fax numbers and telephone
numbers agreed upon herein by courier service with a follow-up fax transmission.
Notices and requests shall be deemed sufficiently given:
o In the case of courier delivery - upon the date of delivery, if
it occurs from 10 to 18.00 Moscow time;
o In the case of fax transmission -upon the date of the dispatch,
if it occurs from 10 to 18.00 Moscow time.
LEGAL, ACTUAL ADDRESSES AND BANK DETAILS
AND SIGNATURES OF PARTIES:
AGENCY: BROADCASTER:
[SEAL] [SEAL]
APPENDIX 1
to the Contract # ______ dated _______ 2006
(hereinafter referred to as the "Agreement")
_____ __________ ___ _______ 2006
__________________ hereinafter referred to as the "Broadcaster" in the person of
___________, acting on the basis of ___________________________________________,
on the one hand, and ___________________________________________, hereinafter
referred to as the "Agency" in the person o________________________, acting on
the basis ____________, on the other hand, jointly referred to as the "Parties",
have signed the present Appendix on the principles of establishing of cost of
services on accommodation of Advertising in the Network program blocks and
Regional Windows when concluding by the Agency of contracts with clients:
Proceeding from the fact that the Parties have agreed that provided maintaining
the conditions of the exclusivity specified in para 3.1.1. of the Agreement, and
a the audience share level specified in para 1.3. of the present Appendix, the
Agency plans to provide realization of services of the Broadcaster on
accommodation of Regional advertising so that the scheduled sum of gross
revenues of the Broadcaster (taking into account the sum of the commission and
cost of services of the Agency) within the period from January 01, 2006 till
December 31st, 2006, realized by the Agency, shall make not less than a rouble
equivalent of ________________________ US Dollar (________________ US dollars)
including VAT (18 %), hereunder the dollar equivalent of the realization shall
be calculated on a monthly basis at the rate of the Central Bank of the Russian
Federation for the last day of the month, with the following distribution of
planned the income per month:
o January - [_];
o February - [_];
o March - [_];
o April - [_];
o May - [_];
o June - [_];
o July - [_];
o August - [_];
o September - [_];
o October - [_];
o November - [_];
o December - [_].
The Agency shall take all necessary effort that any possible
deviations from the specified planned income of the Broadcaster per month shall
not exceed 10 (Ten) percent.
1. The Parties shall agree on the principal factors to be considered
in determining the price in connection with the placement of Advertising within
the Network Program Blocks under the contracts entered into by the Agency with
Clients.
The basis for Advertising order for realizing the Advertising services
shall be the combination of technical, sociological and economic factors that
define the conditions required in connection with the provision of advertising
services under a particular transaction. The input data used for determining the
price of services to be provided under a particular Advertising Order shall be
determined by the Agency in consultations with the Client at the time of
developing the media strategy and shall comprise the data on timing and
geographical region of a particular advertising campaign, client's total
advertising budget, target audience of advertising or promotion materials,
information on the Client competitors' market and any other details required for
structuring a particular advertising campaign.
The Parties have agreed that the composing of the contractual cost of
services rendered upon a definite Advertising order bears multi-factor,
multi-functional character, taking into account the lack of unit measures for
determining the quantitative volumes of services. .
When entering into a contract with a Client and determining the price
of services, the Agency shall take into consideration the following factors:
1.1. Current price policy of the Broadcaster.
Price policy for the following periods shall be defined by the Parties
in Additional agreements.
In case of changing of objective circumstances, changes in advertising
opportunities of the Broadcaster, non-providing of exclusivity conditions of the
Agency's activity, advertising volumes coordinated in the Agreement, changes of
the dollar exchange rate to the Russian rouble established by the Central Bank
of the Russian Federation for more than 15 %, in case of the essential dynamics
of the market occurred as a result of force majeure circumstances or an economic
crisis the specified conditions can be reconsidered.
1.2. The program policy of the Tele-channel.
1.3. Audience share level of the Tele-channel and the way of the
Tele-channel signal distribution (with the aim of maintenance of technical
scope).
The Parties shall agree that in 2006 the average annual of
"CTC-Moscow" tele-channel audience share for the audience ((6-54)) (audience
age) in the Territory should make 13.62.
In any case, the average annual Tele-channel audience share should not
be essentially less than the average annual parameters of the Tele-channel
audience share in 2005.
The Parties shall agree that the deviation of parameters of an average
Tele-channel audience share for less than 15 % shall not be considered
essential.
The data of the independent media monitoring company "TNS Gallup
Media" recognized by the Parties shall be used to determine the specified
parameters of the audience share.
The Broadcaster will take all necessary efforts to distribute within
the Territory programs of the Broadcaster with the Regional advertising placed
therein presented by the Agency during the valid term of the present Agreement.
1.4. Tele-channel air environment (accounting of the programs aired
with other channels at the same time).
1.5. Changes in the Broadcaster's technical capabilities:
o Increased reach through better quality of signal distribution.
o Increased reach through transmitters' increased output capacity.
o Licenses obtained for new frequencies.
1.6. Positioning
Positioning shall suppose placement of certain advertising and
promotional materials in the opening, closing or other particular position
within an advertising block.
1.7. Fixed placement
Fixed placement shall suppose placement of advertising and promotional
materials in particular programs or advertising blocks or on dates designated by
the Client.
1.8. Floating placement
Floating placement shall suppose placement of advertising and
promotional materials by selecting programs and dates independent of the Client
based on the given large-scale positions of the Advertising Order.
1.9. Seasonality of advertising campaign.
Seasonal variations in the demand for placement of advertising and
promotional materials within the Network Program Blocks and Regional windows
from the clients.
3.12. Competition requirements of an advertising campaign:
o Rendering of services on placing advertising and promotional materials of
the client with the requirement of the latter on the absence of advertising
of competing products or producers.
o Placement with the requirement on putting advertising and promotional
materials of the client in the definite programs or advertising blocks near
to the advertising of competing products or services.
1.6. Positioning.
Positioning assumes accommodation of promotional materials-information
on first, last position or in a concrete place in the advertising block.
1.7. The Fixed accommodation.
The fixed accommodation assumes accommodation of promotional
materials-information in those programs or advertising blocks, and those days
which were chosen by the customer.
1.8. Floating accommodation.
Floating accommodation assumes accommodation of promotional
materials-information by a choice of programs and dates irrespective of the
customer in view of the set integrated positions of the Advertising order.
1.9. Seasonal prevalence of carrying out of an advertising campaign.
Seasonal fluctuations of demand for services on accommodation of
promotional materials-information in network program blocks and windows of a
regional announcement from customers.
1.10. Competition of carrying out of an advertising campaign.
o Rendering of services on accommodation of promotional
materials-information of the customer with the requirement
of the last about absence a number of advertising of the
competing goods or manufacturers.
o Accommodation with the requirement of putting the
promotional materials-information of the client within
certain programs or advertising blocks near to advertising
of certain goods or services.
1.11. Broadcasting Region.
Choice of the Russian Federation regions for accommodation of Regional
advertising upon certain parameters (quantity of settlements; total number of
population; level of income of the population; amount of the population in
concrete region Russian Federation with the opportunity to accept programs of
network program blocks and regional windows and other parameters).
1.12. Advertising in one promotional material of the goods and/or
services of several advertisers or several advertising objects.
1.13. Accommodation of promotional materials inside the programs and
interprogram advertising blocks.
1.14. Accommodation of promotional materials within certain time
intervals (including among others prime time).
1.15. Macroeconomic factors.
o Consumer purchasing power;
o Per capita income growth rate;
o Change in the cost of the consumer basket and consumer prices for a
particular target group.
4. The Broadcaster shall direct the Agency to determine the price
under each Advertising Order for placement of advertising and promotional
materials within the network program blocks and regional windows taking into
account the above-mentioned factors significantly influencing the form of the
rendered services and, correspondingly, to establishing the contractual price of
a certain Advertising order.
5. The present Appendix shall come into effect from the date of its
execution and shall be an integral part of the Agreement.
6. The present Appendix shall be made and signed in two equally
binding counterparts with one copy for each Party.
SIGNATURES OF PARTIES:
Agency: The Broadcaster:
----------------------------- -----------------------------
----------------------------- -----------------------------
Stamp Stamp
APPENDIX 2
to the Agreement # ______ dated _______ 2006
(hereinafter referred to as the "Agreement")
_____ __________ ___ _______ 2006
__________________ hereinafter referred to as the "Broadcaster" in the person of
___________, acting on the basis of ___________________________________________,
on the one hand, and ___________________________________________, hereinafter
referred to as the "Agency" in the person o________________________, acting on
the basis ____________, on the other hand, jointly referred to as the "Parties",
1. According to conditions of subparagraph 2.1.2. of the Agreement the
Agency shall undertake on the payable basis to carry out the following set of
services/works for the Broadcaster:
1.1. To render to the Broadcaster service on maintenance of access to
the adapted version of the computer program ((Automatized system of advertising
placement)) (further - ACPP), containing the data on placement of Regional
advertising and to support its work in proper condition.;
1.2. To predict ratings of advertising blocks, broadcast time
intervals, etc. Ratings shall be understood within the limits of the present
Appendix as the audience of the advertising block, time interval, etc. in
_____________, expressed in percentage in relation to the aggregate number of
the potential audience in _____________. Ratings shall be calculated on the
basis of the data of Joint-Stock Company ((TNS GALLOP MEDIA)) for the specified
target audience.
1.3. To carry out calculation of actual ratings, shares and other
parameters of the audience of the Broadcaster in _____________.
1.4. To exercise actual analysis of the advertising campaign; to
compare prognosis ratings with actual ones.
1.5. To render services on planning of the advertising campaigns in
the adapted version of the computer program ACPP:
o To render services on media planning (drawing up of advertising
placement schedules on air of the Broadcaster) under the
transactions concluded by the Agency, including:
o specifying in ACPP program the time-keeping and the
version of advertising, the name of the goods;
o Under the special instruction of the Broadcaster
carrying out the media planning in conformity with the
placement status: fixed and/or floating.
o To render services on check, updating and specification of the
advertising placement schedules presented to clients and transfer
the final information in the adapted version of ACPP computer
program;
o To carry out current updating of the prior introduced advertising
placement schedules to the adapted version of ACPP computer
program;
o To render services on placement of floating advertising orders
under all transactions on advertising placement.
1.6. To render services on designing (filling) the adapted version of
the computer program:
1.6.1. transform the viewing grids received from the Broadcaster,
allocating time intervals for Regional advertising placement therein.
1.6.2. Transfer the information from the viewing grid received from
the Broadcaster on paper (and/or electronic unit) to the adapted version of
ACPP computer program;
1.6.3. Carry out current updating of the earlier introduced
information according to the information received from the Broadcaster on
changes of the viewing grid and/or advertising volumes of the Broadcaster.
To consider the specified information and according thereto carry out
current updating of viewing grid special variants.
1.6.4. Make and constantly fill up in the adapted version of the
computer program the following catalogues:
o The catalogue containing the list of clients placing Regional
advertising;
o The catalogue containing the list of names of commodity brands
placed in Regional advertising blocks.
1.7. To adjust advertising volumes in Regional Windows, including that
depending on classification of promotional materials regarding the goods class.
1.8. To carry out adaptation of the commercials accepted for placement
under transactions concluded by the Agency.
1.9. To carry out pre-air processing of advertising blocks:
a) To supervise compatibility of promotional materials in one
advertising block in Regional Windows;
b) To define possibility of placement of social advertising in air
broadcasting time not filled by commercial advertising.
1.10. To check promotional materials on conformity with requirements
of the legislation on advertising, to technical requirements and the editorial
policy of the Broadcaster.
1.11. To carry out delivery of video-units with record of the
promotional material, a accompanying and working documentation received from
clients to address of the Broadcaster;
1.12. To form and present to the Broadcaster the data for drawing up
air notices for all advertising campaigns placed on air of the Broadcaster (in
Network program blocks and Regional Windows) except for network advertising
campaigns (network advertising).
1.13. To organize and conduct claim and action work under contracts
with the clients who have not executed the transaction (not paid services of the
Broadcaster on advertising placement), including among others to render the
methodical help in this work if it is conducted by the departments of the
Broadcaster.
1.14. To receive from clients, register, systematize and present on a
monthly basis in electronic and paper form in the format adapted for further use
by the Broadcaster, the information on authors of music, text and video row used
in commercials placed on air of the Broadcaster (in Network program blocks and
Regional Windows except for network advertising campaigns (network advertising).
The form of presenting the information is specified in the Appendix 3 to the
Agreement.
2. Works/services specified in paragraph 1 of the present Appendix
shall be paid for by the Broadcaster according to the provisions of the
Agreement.
3. The present Appendix shall be made and signed in two equally
binding counterparts with one copy for each Party.
SIGNATURES OF PARTIES:
Agency: The Broadcaster:
----------------------------- -----------------------------
----------------------------- -----------------------------
Stamp Stamp
APPENDIX 3
to the Agreement # ______ dated _______ 2006
(hereinafter referred to as the "Agreement")
_____ __________ ___ _______ 2006
__________________ hereinafter referred to as the "Broadcaster" in the person of
___________, acting on the basis of ___________________________________________,
on the one hand, and ___________________________________________, hereinafter
referred to as the "Agency" in the person o________________________, acting on
the basis ____________, on the other hand,
jointly referred to as the "Parties",
1. According to the provisions of the Agreement the Parties have
agreed the following form of presenting by the Agency to the Broadcaster of the
information on authors of music, text and video row used in the commercials
placed on air of the Broadcaster:
________________________________________________________________________________
The generalized data on the copyrights used in commercials distributed
within the Territory
______________ in _____________________
in __________ (year):
Commercial Airing Duration,
Commercial Version time-keeping amount Genre Name Author sec
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
General director
( )
------------------------ ---------------
Stamp
----------------------------------------------------------------------
2. In all the rest the Parties shall be governed by the provisions of
the Agreement.
3. The present Appendix shall be made and signed in two equally
binding counterparts with one copy for each Party.
SIGNATURES OF PARTIES:
Agency: The Broadcaster:
------------------------ ----------------------------
------------------------ ----------------------------
Stamp Stamp
APPENDIX 4
to the Agreement # ______ dated _______ 2006
(hereinafter referred to as the "Agreement")
_____ __________ ___ _______ 2006
__________________ hereinafter referred to as the "Broadcaster" in the person of
___________, acting on the basis of ___________________________________________,
on the one hand, and ___________________________________________, hereinafter
referred to as the "Agency" in the person o________________________, acting on
the basis ____________, on the other hand,
jointly referred to as the "Parties",
have signed the present Appendix as follows:
1. According to the provisions of the Agreement the Parties have
agreed that:
1.1. The commission of the Agency for execution of transactions with
clients shall make 5 % (Five percent) of the actual gross revenues of the
Broadcaster (not taking into account the value added tax) in the given reported
period.
1.2. Cost of the Agency services according to paragraph 2.1.2. of the
present Agreement shall make 10 % (Ten percent) of the actual gross revenues of
the Broadcaster (not taking into account the value added tax) in the given
reported period.
2. In all the rest the Parties shall be governed by the provisions of
the Agreement.
3. The present Appendix shall be made and signed in two equally
binding counterparts with one copy for each Party.
SIGNATURES OF PARTIES:
Agency: The Broadcaster:
------------------------ -----------------------------
------------------------ -----------------------------
Stamp Stamp
APPENDIX 5
to the Agreement # ______ dated _______ 2006
(hereinafter referred to as the "Agreement")
_____ __________ ___ _______ 2006
__________________ hereinafter referred to as the "Broadcaster" in the person of
___________, acting on the basis of ___________________________________________,
on the one hand, and ___________________________________________, hereinafter
referred to as the "Agency" in the person o________________________, acting on
the basis ____________, on the other hand, jointly referred to as the "Parties",
have signed the present Appendix as follows:
1. According to the provisions of the Agreement the Parties have
agreed on the following form of the Act of acceptance-transfer of video-units
with recorded promotional materials:
________________________________________________________________________________
ACT ON ACCEPTANCE-TRANSFER
to the Agreement # ____________
dated _________ 2006
_____ __________ ___ _______ 2006
__________________ hereinafter referred to as the "Broadcaster" in the person of
___________, acting on the basis of ___________________________________________,
on the one hand, and ___________________________________________, hereinafter
referred to as the "Agency" in the person o________________________, acting on
the basis ____________, on the other hand,
jointly referred to as the "Parties",
have executed the present Act as follows:
1. Under the present Act the Agency has transferred, and the
Broadcaster has accepted video-units in the amount of ______ (_______________);
______________________________ (necessary identifiers).
2. The present Act shall inure from the moment of its signing.
3. The Present Act shall be made in two equally binding counterparts
with one copy for each Party.
SIGNATURES OF THE PARTIES
Broadcaster Agency
---------------------- ----------------------
( ) Stamp ( ) Stamp
------------- -------------
________________________________________________________________________________
2. In all the rest the Parties shall be governed by the provisions of
the Agreement.
3. The present Appendix shall be made and signed in two equally
binding counterparts with one copy for each Party.
SIGNATURES OF PARTIES:
Agency: The Broadcaster:
------------------------- ----------------------------
------------------------- ----------------------------
Stamp Stamp
IT IS COORDINATED:
Company: CTC:
------------------------ ---------------------------
(I.A.Matyushenko) (X.X.Xxxxxxxxxx)
Stamp Stamp. ____
---------------------------
(V.S.Hanumyan)
