FOR AND
PERFORM THE FOLLOWING OBLIGATIONS WITH RESPECT TO THE MARKETING AND SALE OF THE
ADVERTISEMENTS DURING THE TERM IN ACCORDANCE WITH AND SUBJECT TO THE FOLLOWING
PROVISIONS:
(A)
SALES AGENT SHALL BE SOLELY RESPONSIBLE FOR (I) ALL COMMISSIONS TO ITS
EMPLOYEES, AGENCIES OR REPRESENTATIVES AND OTHER EXPENSES INCURRED IN ITS
MARKETING AND SALE OF THE ADVERTISEMENTS; (II) ALL EXPENSES INCURRED IN ITS
PERFORMANCE OF TRAFFIC, BILLING AND COLLECTIONS FUNCTIONS WITH RESPECT TO THE
ADVERTISEMENTS;
(III) ANY OTHER FEES INCURRED IN PERFORMING ITS OBLIGATIONS
UNDER THIS AGREEMENT; AND (IV) ALL FEES RELATED TO THE SOFTWARE USED FOR SALES,
TRAFFIC, BILLING AND SIMILAR FUNCTIONS INCLUDING ANY FEES CHARGED BY THE
PROVIDER TO MAKE SALES AGENT'S SOFTWARE INTERFACE IN THE MOST EFFICIENT MANNER
WITH THE STATIONS' MASTER CONTROL EQUIPMENT.
(B)
SALES AGENT SHALL BE SOLELY RESPONSIBLE FOR THE SALARIES, TAXES AND
RELATED COSTS FOR ALL PERSONNEL EMPLOYED BY SALES AGENT IN THE SALE OF THE
ADVERTISEMENTS AND THE COLLECTION OF ACCOUNTS RECEIVABLE (INCLUDING SALESPEOPLE,
BILLING PERSONNEL AND TRAFFIC PERSONNEL).
(C)
SALES AGENT SHALL COOPERATE WITH STATION LICENSEE AND USE COMMERCIALLY
REASONABLE EFFORTS TO ASSIST STATION LICENSEE IN COMPLYING WITH THE PROVISIONS
OF THE COMMUNICATIONS ACT AND FCC RULES REGARDING POLITICAL ADVERTISING,
INCLUDING COMPLIANCE WITH STATION LICENSEE'S STATEMENT DISCLOSING POLITICAL
ADVERTISING RATES AND PRACTICES FOR PURCHASERS OF POLITICAL ADVERTISING
CONSISTENT WITH APPLICABLE LAW ("DISCLOSURE STATEMENT").
SALES AGENT SHALL
SUPPLY SUCH INFORMATION PROMPTLY TO STATION LICENSEE AS MAY BE NECESSARY TO
COMPLY WITH THE PUBLIC INSPECTION FILE, LOWEST UNIT RATE, EQUAL OPPORTUNITIES
AND REASONABLE ACCESS REQUIREMENTS OF THE COMMUNICATIONS ACT AND FCC RULES.
IF
THE STATIONS FAIL TO MEET THE POLITICAL TIME OBLIGATIONS UNDER THE
COMMUNICATIONS ACT AND FCC RULES BASED ON THE ADVERTISING SOLD BY SALES AGENT,
THEN, TO THE EXTENT REASONABLY NECESSARY TO ENABLE STATION LICENSEE TO CAUSE THE
STATIONS TO COMPLY WITH SUCH POLITICAL TIME OBLIGATIONS, SALES AGENT SHALL
RELEASE ADVERTISING AVAILABILITIES TO STATION LICENSEE; PROVIDED, HOWEVER, THAT
ALL REVENUES REALIZED BY STATION LICENSEE FROM THE SALE OF SUCH ADVERTISING TIME
SHALL BE IMMEDIATELY PAID TO SALES AGENT AND SHALL BE CONSIDERED A PART OF ITS
NET SALES REVENUE.
(D)
ALL BROADCAST MATERIAL SHALL COMPLY IN ALL MATERIAL RESPECTS WITH THE
POLICY STATEMENT, THE COMMUNICATIONS ACT, THE FCC RULES AND OTHER APPLICABLE LAW
AND SHALL NOT VIOLATE THE INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON.
ALL
SERVICES TO BE PROVIDED AND ALL OBLIGATIONS TO BE PERFORMED BY SALES AGENT
HEREUNDER SHALL COMPLY IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAW,
INCLUDING WITHOUT LIMITATION THE COMMUNICATIONS ACT AND FCC RULES, AND STANDARDS
OF PERFORMANCE CUSTOMARY FOR THE BROADCAST TELEVISION INDUSTRY.
SECTION 5.3
DELIVERY OF BROADCAST MATERIAL.
ALL BROADCAST MATERIAL SHALL
BE DELIVERED TO THE STATIONS IN A FORMAT TO BE MUTUALLY AGREED UPON BY THE
PARTIES HERETO, IN A FORM READY FOR BROADCAST ON THE STATIONS' EXISTING PLAYBACK
EQUIPMENT, AND WITH QUALITY SUITABLE FOR BROADCAST.
STATION LICENSEE SHALL NOT
BE REQUIRED TO PROVIDE PRODUCTION SERVICES OR TO COPY, REFORMAT OR OTHERWISE
MANIPULATE MATERIAL FURNISHED BY SALES AGENT OTHER THAN INSERTING TAPE
CARTRIDGES OR