ADEQUATE NUMBER OF ITS PERSONNEL TO PERFORM SUCH
SERVICES FOR THE STATIONS.
SALES AGENT SHALL CONDUCT THE SALES AND TRAFFIC
FUNCTIONS FOR THE STATIONS IN ACCORDANCE WITH STANDARD PRACTICE IN THE
INDUSTRY.
SALES AGENT AND STATION LICENSEE SHALL PERIODICALLY REVIEW THE
PERSONNEL NEEDS AND JOB FUNCTIONS OF THE PERSONS DESIGNATED BY SALES AGENT TO
PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND IMPLEMENT SUCH CHANGES AS THEY
MUTUALLY AGREE ARE APPROPRIATE.
REVENUES FROM THE SALE OF THE ADVERTISEMENTS
SHALL BE ALLOCATED BETWEEN SALES AGENT AND STATION LICENSEE AS SET FORTH IN
SECTION 3.
SALES AGENT MAY SELL THE ADVERTISEMENTS IN COMBINATION WITH ANY
OTHER BROADCAST STATIONS OF ITS CHOOSING; PROVIDED, HOWEVER, THAT UNDER NO
CIRCUMSTANCES MAY SALES AGENT REQUIRE ADVERTISERS TO PURCHASE TIME ON THE
STATIONS AND ANY OTHER STATION TOGETHER.
SUBJECT TO SECTION 4.3, THE PLACEMENT,
DURATION AND RATES OF THE ADVERTISEMENTS SHALL BE DETERMINED BY SALES AGENT.
THE VALUE OF COMMERCIAL TIME BARTERED IN
6
EXCHANGE FOR PROGRAMMING SHALL BE EXCLUDED FROM THE DEFINITION OF NET SALES
REVENUE.
NETWORK COMPENSATION AND RETRANSMISSION FEES PAYABLE IN CONNECTION
WITH THE STATIONS SHALL BE INCLUDED IN THE COMPUTATION OF NET SALES REVENUE.
SECTION 4.2
DELIVERED PROGRAMMING.
COMMENCING ON THE BASE DATE, SALES
AGENT SHALL PROVIDE TO THE STATION LICENSEE FOR BROADCAST, SIMULCAST OR
REBROADCAST ON THE STATIONS, AS APPLICABLE, LOCAL NEWS AND OTHER PROGRAMMING AS
DESCRIBED MORE PARTICULARLY IN SCHEDULE 4.2 HEREOF (THE "DELIVERED
PROGRAMMING"), WHICH DELIVERED PROGRAMMING SHALL BE LESS THAN 25 HOURS PER WEEK
AND LESS THAN 15% OF THE STATIONS' BROADCAST HOURS FOR ANY WEEK.
SALES AGENT
SHALL BE RESPONSIBLE FOR OBTAINING THE RIGHTS TO BROADCAST THE DELIVERED
PROGRAMMING ON THE STATIONS AND FOR PAYING ALL COSTS INCURRED IN OBTAINING SUCH
RIGHTS.
TO THE EXTENT PERMISSION IS REQUIRED TO REBROADCAST ANY DELIVERED
PROGRAMMING UNDER SECTION 325 OF THE COMMUNICATIONS ACT, SALES AGENT HEREBY
GRANTS STATION LICENSEE SUCH PERMISSION.
THE DELIVERED PROGRAMMING SHALL BE
SUBJECT TO SALES AGENT'S EDITORIAL JUDGMENT AND THE REQUIREMENTS OF SECTION 4.3,
INCLUDING BUT NOT LIMITED TO THE RIGHT OF REJECTION OR PREEMPTION OF STATION
LICENSEE.
ALL DELIVERED PROGRAMMING SHALL BE IN CONFORMITY IN ALL MATERIAL
RESPECTS WITH STANDARDS ESTABLISHED BY STATION LICENSEE AND CONSISTENT WITH
SIMILAR PROGRAMMING BROADCAST ON SALES AGENT'S OWN TELEVISION BROADCAST STATIONS
AND SHALL OTHERWISE CONFORM TO ALL APPLICABLE LAW, INCLUDING THE COMMUNICATIONS
ACT, THE FCC RULES AND THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
SECTION 4.3
CONTENT POLICIES.
ALL MATERIAL FURNISHED BY SALES AGENT FOR
BROADCAST ON THE STATIONS, INCLUDING ALL DELIVERED PROGRAMMING AND
ADVERTISEMENTS (COLLECTIVELY, "BROADCAST MATERIAL") SHALL COMPLY WITH APPLICABLE
FEDERAL, STATE AND LOCAL REGULATIONS AND POLICIES, INCLUDING COMMERCIAL LIMITS
IN CHILDREN'S PROGRAMMING.
STATION LICENSEE SHALL HAVE THE RIGHT TO PREEMPT ANY
BROADCAST MATERIAL TO PRESENT PROGRAM MATERIAL OF GREATER LOCAL OR NATIONAL
IMPORTANCE.
STATION LICENSEE MAY REJECT ANY BROADCAST MATERIAL IF IT REASONABLY
DETERMINES THAT THE BROADCAST OF SUCH MATERIAL WOULD VIOLATE APPLICABLE LAW OR
WOULD OTHERWISE BE CONTRARY TO THE PUBLIC INTEREST.
STATION LICENSEE SHALL
PROMPTLY NOTIFY SALES AGENT OF ANY SUCH REJECTION, PREEMPTION, OR RESCHEDULING