Exhibit 10.1
Portions of this exhibit have been omitted and filed separately
pursuant to an application for confidential treatment filed with
the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. Omissions
are designated as [*****]
Radio Station License Agreement to Receive and
Use Arbitron PPM TM Data
and Estimates
Date
of Proposal: June 12, 2007
THIS
AGREEMENT is between Arbitron Inc., a Delaware corporation
(“Arbitron”), and the undersigned radio broadcaster
(“Station”), a Nevada corporation. Arbitron
hereby grants to Station, for the radio station(s) listed below, a
personal, nontransferable, nonexclusive, limited license to receive
and use Arbitron data and audience estimates (“Arbitron
Data” or “Data” or “PPM Data”)
contained in Arbitron’s reports for the survey(s) and for the
geographic area (“Market”) described in Section 1.
Such Arbitron Data may be furnished to Station in printed,
electronic or other form (“Reports”), at
Arbitron’s option, but title thereto shall remain with
Arbitron at all times. Arbitron hereby grants to Station, for the
radio station(s) listed below, a personal, nontransferable,
nonexclusive, limited license to receive and use the computer
programs designated on the Agreement Attachments
(“Systems”). Such Agreement Attachments are hereby
incorporated by reference as if fully set forth herein. Title to
the Systems shall remain with Arbitron, or its third party
application provider, as the case may be, at all times.
Collectively the Data, Reports, and/or Systems may be referred to
as “Services”. As further consideration for the use of
the Data and/or Systems, Licensee agrees to encode its audio-based
and/or audio/video-based media content as set forth in a separate
encoding agreement.
1.
Services Provided; Term: This Agreement shall become effective
when countersigned by Arbitron’s Contract Manager and shall
be for a period of * years * months beginning and
ending on the dates described below (the “Term”). This
Agreement will continue without regard to Station’s ownership
of the radio station(s) licensed hereunder absent a valid
Assignment pursuant to Section 11 of this Agreement.
Broadcaster (“Station”): Clear Channel Broadcasting,
Inc
For use
only by radio station(s): *See “Schedule A”
Attachment
Arbitron
Radio Geographic Area (“Market”): *See
“Schedule A” Attachment
Term
begins * ; ends * .
Number
of surveys currently provided during first Term year: *
.
Reports
currently licensed hereunder: þ
January þ
February þ
March þ
April þ
May þ
June þ
July þ
August þ
September þ
October þ
November þ
December þ
Holiday Survey
First
Report: *See “Schedule A” Attachment
All
representations in this Section regarding number of surveys and
Report titles are subject to qualifications set forth in Section
6(a) herein.
2.
Annual Rate:
A
License Charge in the form of a Net Annual Rate for each year of
the Term, which may be subject to adjustments and discounts
pursuant to Sections 3, 4, 6 and 11 of this Agreement, shall
be paid by Station, with the first of * payments (the
“Periodic Charge” or “Charge”) due on
* .
The
Gross Annual Rate for the first Term year is $ *See
SchedA.
For each
succeeding Term year, the Gross Annual Rate shall be the Gross
Annual Rate for the previous Term year increased by a factor of *
percent. Any applicable discounts or other adjustments will be
applied thereafter to the Gross Annual Rate so derived.
3.
Discounts:
(a) Continuous Service Discount: A discount of ten percent
(10%) in calculating the Periodic Charge shall be allowed for each
month in excess of twelve (12) consecutive months that Station
is continuously licensed to use the Arbitron Data for this Market,
provided that such discount shall no longer apply if Station fails
to sign and return this Agreement to Arbitron within forty-five
(45) days after termination of a prior “Station License
Agreement to Receive and Use Arbitron Listening Estimates”,
or individual market(s) licensed under such prior agreement, or
this Agreement.
(b) Group Discount: If Station owns two or more radio stations
located in different markets and such radio stations are under
common ownership as defined by Arbitron, Station may be entitled to
a Group Discount based on the number of subscribing radio stations
owned at the time this Agreement is executed, which discount may
vary and be adjusted during the Term of this Agreement in
accordance with Arbitron’s Group Discount Schedule should the
number of subscribing commonly owned radio stations change.
(c) Long-Term Discount: A discount of
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[ ***** ] in
months 1-12,
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[ ***** ] in months
13-24, |
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[ ***** ] in
months 25-36,
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[ ***** ] in months
37-48, |
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[ ***** ] in
months 49-60.
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shall be
allowed in calculating the Net Annual Rate charged during the
applicable months.
4.
Periodic Charge; Taxes: The Periodic Charge, due and payable by
Station on the first day of each billing period, shall be:
(a) the Gross Annual Rate plus any adjustments; (b) less
any applicable Continuous Service Discount; (c) less, from the
amount thereby derived, any applicable Group Discount;
(d) less, from the amount thereby derived any applicable
Long-Term Discount; (e) with such amount prorated equally between
the number of payments for the Term year.
In
addition to and together with the above payments, Station shall pay
to Arbitron any sales, excise, gross-receipts, service, use or
other taxes, however designated, now or hereafter imposed upon or
required to be collected by Arbitron by any authority having
jurisdiction over the Market being surveyed or over any location to
which Station directs Arbitron to deliver Data, or by any other
taxing jurisdiction.
5.
Late Payment Charge and Right to Suspend Report Delivery or
Terminate License:
(a) A late payment charge of one and one-half percent (1.5%)
per month will be charged on all Periodic Charges, as adjusted,
which are not paid within 60 days after due hereunder, but in
no event will the applicable per-month late payment charge exceed
one-twelfth of the maximum annual percentage allowed to be charged
by applicable state usury law. Any failure to impose a late payment
charge shall not prejudice Arbitron’s right to do so should
the default continue or should a subsequent payment not be made
when due.
(b) In the event Station is in default in its payment
obligations hereunder, and in addition to Arbitron’s right to
impose a late payment charge, Arbitron may, with respect to this
Agreement and/or any other agreement for Station’s use of
services licensed by Arbitron in this Market or an adjacent market,
and without terminating, breaching or committing a default under
this Agreement or such other agreements: (i) accelerate or
modify in any way the payment schedule of Periodic Charges for the
duration of this Agreement or such other agreement(s)
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© 2007
Arbitron Inc.
Arbitron RSS — PPM Radio Station License Agreement 4/07 |
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