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# STANDARD CONDITIONS OF RADIO * NEW YORK WORLDWIDE CONTRACT FOR BROADCASTING1.  PAYMENT AND BILLING.(a) Time. Payments under this contract are to be received by STATION at the address specified on STATION's bills on or before the 15th of each month following that in which broadcasting is done. Payment is to be made in United States funds, net, payable at a New York City bank, unless specifically provided to the contrary on the face hereof.(b) Materiality. In all cases date of payment is material. If STATION fails to receive timely payment, or if ADVERTISER's or AGENCY's credit is, in STATION's reasonable opinion, impaired, STATION in its own discretion, may either cancel this contract under sub-paragraph 3(a) or change the terms of payment for further broadcasts under this contract.(c) Billing. STATION will bill AGENCY at intervals following broadcasting.2.  TERMINATION.(a) Broadcasts Other Than Participations and Spot Announcements. If this contract calls for broadcasts of time periods other than participations and spot announcements, the entire contract may be terminated by either party effective at least 13 week cycle of broadcasting hereunder upon giving the other party not less than 28 days' prior written notice.(b) Participations and Spot Announcements. If this contract calls for broadcasts of participations and spot announcements the entire contract or sorts thereof may be terminated by either party at any time by giving the other party not less than 14 days prior written notice.(c) Claims. If STATION is notified of any claim caused by or arising out of, or resulting from any broadcast hereunder, whether in connection with program material furnished by AGENCY or STATION, or otherwise, and is so deemed in STATION's reasonable opinion, STATION may, by giving written notice to AGENCY, terminate this contract as to any or all further broadcasts.(d) Effect of Termination. If AGENCY terminates this contract under paragraph 2(a) or (b), AGENCY will pay STATION at earned rates for broadcasts contracted for to and including the date of termination. If STATION terminates this contract under paragraph 2, as to any or all broadcasts scheduled hereunder, such termination shall be without penalty of short rate, that is AGENCY shall have the benefit of the same discounts that it would have earned if STATION had continued through the last broadcast scheduled if STATION terminates this contract under sub-paragraph 2(b) or (c) as to less than all of the broadcasts scheduled hereunder, AGENCY may, upon giving STATION written notice within seven days after STATION's notice, terminate this contract in its entirety simultaneously with the effective date of STATION's notice, in which event such termination shall also be without penalty of short rate.3. EFFECT OF BREACH.(a) By Agency. STATION reserves the right to cancel this contract at any time upon default in the timely payment of bills, failure to furnish copy acceptable to STATION, or other material breach of the terms hereof. Upon such cancellation all charges accrued hereunder and not paid shall become immediately due and exigible, and AGENCY shall also pay, as liquidated damages, a sum equal to that which AGENCY would have been obligated to pay had all the effective dates of STATION's cancellation, given notice of termination pursuant to sub-paragraph 2(a) or (b), less any net sums which STATION actually receives for the sale of the same airtime.(b) By Station. In the event of a material breach by STATION in performing this contract, AGENCY reserves the right to cancel this contract. Upon such cancellation STATION shall pay, as liquidated damages, a sum equal to the actual non-cancellable out-of-pocket costs necessarily incurred by AGENCY through cancellation of this contract. STATION's liability, however, shall not exceed the net revenue actually involved for the unexpired and noncancellable term of this contract, that is, STATION shall not be liable for any sum greater than the sum of the net time charges involved had STATION, on the effective date of AGENCY's cancellation, given notice of termination pursuant to sub-paragraph 2(a) or (b). Failure to broadcast covered by paragraph 4 or 5 shall not be deemed a breach of this contract.(c) Limitation of Liability. In the event of cancellation under this paragraph neither party shall be liable to the other otherwise than as specified in this paragraph and in paragraph 8.4. FAILURE TO BROADCAST.If as the result of public emergency or necessity, governmental order, force majeure, restriction imposed by law, Act of God, labor dispute, mechanical break-down, or any cause, similar or dissimilar, beyond STATION's reasonable control, STATION fails to broadcast all or part of any program, participation or announcement contracted to be broadcast hereunder, STATION shall not be liable except to afford its time charges at hereinafter stated: (a) if as part of a scheduled broadcast is performed, a later broadcast or the omitted program, participation or announcement shall be made at a reasonably satisfactory day and time and if no reasonably satisfactory substitute day and time are offered, the time charges for the omitted broadcast shall be waived. (b) if part of a scheduled broadcast, but not all thereof, is omitted, STATION shall allow a pro rata reduction in the time charges; or if a commercial portion of a broadcast is omitted, a credit in the same proportion to the time charges which the omitted commercial portion bears to the total commercial portion of the broadcast, whichever is greater. In any such case of total or partial failure, AGENCY shall have the benefit of the same discounts which it would have earned if the affected broadcast had been performed in full.5. PRE-EMPTIONS FOR PROGRAMS OF PUBLIC INTEREST OR SIGNIFICANCE.(a) Conditions of Substitution. STATION shall have the right to cancel any broadcast or part on thereof covered by this contract in order to broadcast any program or event which, in its absolute discretion, it deems to be of public interest or significance. In any such case STATION will notify AGENCY in advance if reasonably possible, but where such notice cannot reasonably be given, STATION will notify AGENCY within a reasonable time after such scheduled broadcast that AGENCY's broadcast has been pre-empted.(b) Adjustment. If AGENCY and STATION cannot agree upon a satisfactory substitute day and time, the broadcast time so pre-empted will be deemed cancelled without affecting the rates, discounts, or rights provided under this contract, except that AGENCY shall not have to pay STATION the charge for the cancelled broadcast.6. RATE PROTECTION.Station reserves the right at any time to change the rates discounts and charges hereunder to conform to any rate card issued after the date of this contract. AGENCY shall have the benefit of any decrease in the aggregate sums payable hereunder beginning as of the effective date of such rate card but no increase in said aggregate sums shall be applicable until two weeks months from the effective date of such rate card. The protection against rate increases is applicableonly to broadcast schedules contracted for prior to the effective date of such rate card and in effect or starting within thirty days after the effective date of such rate card provided that any interruption or lapse of schedule not attributable to STATION shall automatically terminate such protection.7. PROGRAM MATERIAL.(a) Agency Responsibility. Unless otherwise noted on the face of this contract, all program material, including talent and commercial announcements, shall be furnished by AGENCY and all expenses connected with the delivery thereof to the STATION and relating to the program, if so directed, shall be paid by AGENCY. AGENCY shall deliver complete music cue sheets for all musical compositions designated by AGENCY for broadcast and all other program material not less than 36 hours (exclusive of Saturdays, Sundays and holidays) in advance of broadcast.(b) Approval of Material. STATION may, in its discretion, reject any musical compositions, and may reject recordings, the technical quality of which does not comply with STATION's standards. All live program material to be broadcast hereunder shall be adequately rehearsed, and all live and recorded material to be broadcast hereunder shall conform to the STATION's program and operating policies, STATION's labor contracts, and the public interest, including specifically, the Federal Communications Commission regulations requiring broadcasting service shall reflect the culture of this country and promote international good will, under standing and cooperation. Program material, furnished by AGENCY are subject to STATION's approval and are subject to AGENCY to edit or reject such material or talent performers to the extent STATION deems necessary to conform to the standards specified in this sub-paragraph.(c) Right to Edit or Substitute. Should STATION fail to supply program material when required hereunder STATION may notify AGENCY, and unless satisfactory program material is received hereunder STATION may notify AGENCY, and unless satisfactory program material is received within 24 hours after such notification, STATION shall have the right to edit such received and broadcast the same as edited, or to produce a substitute broadcast, and STATION will be paid for such edited or substitute broadcast at its regular card-rate, plus a reasonable charge for the editing, or production broadcast.8. INDEMNIFICATION.(a) By Agency. AGENCY will hold and save STATION harmless against any expenses and liability, including attorneys' fees, resulting from the broadcast of any program material prepared, produced or furnished by AGENCY, including musical compositions, excepting such liability as may result from the broadcast of AGENCY-produced broadcasts of material furnished by STATION.(b) By Station. STATION will hold and save AGENCY harmless against all expenses and liability, including attorneys' fees, resulting from the broadcast of STATION-produced broadcasts, excepting only such liability as may result from commercial and other material furnished by AGENCY. In addition, STATION will hold and save AGENCY harmless with respect to material furnished by STATION for AGENCY-produced broadcasts.9. INCREASED COSTS.If at any time or times under any collective bargaining agreement(s), by which or to which STATION adheres, or under any law, foreign or domestic, the costs of any service, material or personnel furnished by STATION hereunder is increased as the result of the establishment of or change in taxes payable to personnel, or talent, STATION's benefits or STATION's payment by STATION, AGENCY shall pay STATION the amount of such increases in costs as of the effective date thereof.10. GENERAL.(a) Broadcast Times. STATION will perform the broadcasts covered by this contract on the days and at the approximate hourly times provided on the face of this contract. STATION reserves the right at any time or times to change hours of broadcast, in the event of changes by the Federal Communications Commission in allocation of hours and/or frequencies. In such event equivalent acceptable alternate days and/or hours will be substituted. If such times offered by STATION to AGENCY are unacceptable to AGENCY, AGENCY shall have the right to cancel upon giving STATION written notice thereof, and such termination shall be without penalty of short rate Times mentioned shall be those in effect at STATION on the respectivedays of broadcasting. STATION may deduct from any period of five (5) minutes or longer not more than thirty-five (35) seconds for Station break purposes.(b) Handling of Property and Mail. STATION shall exercise all due precautions but shall assume no liability for loss of or damage to program property furnished by AGENCY in connection with broadcasts hereunder. STATION will not accept or transmit mail, correspondence or telephone calls in connection with broadcasts except after its prior approval, and if so approved, at the sole risk of AGENCY and subject to reimbursement by AGENCY for all expenses incurred.(c) Relationship of Advertiser and Agency. If this contract is with a recognized advertising agency, an agency commission of 15% will be allowed, if and as provided on the face of this contract. AGENCY is making and shall perform this contract as agent for a disclosed principal, le, the sponsor named on the face of this contract. But if ADVERTISER defaults in the performance of the contract, AGENCY by executing this contract waives notice of such defaults and agrees to be liable, jointly and severally with ADVERTISER, for any and all claims debts demands or obligations owing to STATION hereunder or those directly with sponsor references to AGENCY shall apply to ADVERTISER, except that no agency commission will be allowed.(d) Assignment and Waiver. AGENCY shall not without the written consent of STATION assign this contract or any of AGENCY's rights hereunder. STATION may not be required to broadcast hereunder for the benefit of any sponsor other than ADVERTISER named on the face of this contract, or to broadcast hereunder for the benefit of any sponsor other than ADVERTISER named on the face of this contract, or to broadcast hereunder for the benefit of any sponsor other than ADVERTISER named on the face of this contract, or to broadcast hereunder for the benefit of any sponsor other than ADVERTISER named on the face of this contract. Notwithstanding the foregoing ADVERTISER names on the face of this contract or times to designate any advertising agency to act for ADVERTISER in place of AGENCY. Failure of STATION or AGENCY to enforce any of the provisions of this contract shall not be construed as a general relinquishment or waiver as to that or any other provision.(e) Legal Obligations. STATION's obligations hereunder are subject to the terms and conditions of licenses held by it and to applicable international, federal, state and local laws and regulations.(f) Entire Agreement. This contract contains the entire agreement between the parties relating to the subject matter herein contained, shall be constructed according to the law of the State of New York, where STATION's office is located, and cannot be changed or terminated orally.(g) Notices. Notices given by prepaid telegram or by registered or certified mail shall be deemed given when dispatched. Notices given by ordinary mail shall be deemed given when received. All notices hereunder shall be in writing and if given by other than personal delivery shall be addressed to the party at the address specified on the face of this contract or to such other address as may be specified hereunder in writing.