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<PAGE>
Exhibit 10.10
PORTIONS HEREIN IDENTIFIED BY [***] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.
A COMPLETE COPY OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
NEWS
REPORT
BROADCASTING
AGREEMENT
AUSTEREO NETWORK
THE
AUSTRALIAN TRAFFIC NETWORK PTY LIMITED (ATN)
AUSTEREO
PTY LIMITED (BROADCASTER)
News
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NEWS REPORT BROADCASTING AGREEMENT
AUSTEREO NETWORK
<TABLE>
<S> <C>
<C>
DETAILS
5
AGREED TERMS 6
1. DEFINED TERMS & INTERPRETATION 6
1.1.
Defined terms
6
1.2.
Interpretation 8
1.3.
Headings
9
2. Term
9
3. Reports
10
3.1.
Provision of Reports
10
3.2.
Method of provision of Reports 10
3.3.
Broadcasting of Reports 11
3.4.
Additional Reports
11
3.5.
Restricted Days
13
3.6.
Default in Provision of Reports and Links 13
4. Tags
13
5. Production Services
14
6. Report and Tag requirements
15
7. Changes to Broadcasting Schedule 16
8. Clearance of Reports and Tags
17
9. Payments
17
9.1.
Payment of Tag Broadcast Fee and Production Fee 17
9.2.
Broadcaster's Statement 17
9.3.
Payment of amounts
18
9.4.
Resolution of disputes 18
9.5.
Dispute resolution procedure 18
10. Restriction
19
11. Intellectual Property Rights
19
11.1.
The Reports
19
11.2.
Third Party Licences
20
11.3.
The Tags 21
12. Restraints
21
12.1.
Restricted clients
21
12.2.
Other stations 22
12.3.
Reporting
22
12.4.
Non-solicitation of employees 22
12.5.
Review of restricted clients 23
13. Acknowledgement and warranties 23
13.1.
Broadcaster's acknowledgement 23
13.2.
Broadcaster's warranties 23
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News report
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<TABLE>
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13.3.
ATN warranties
24
14. Termination
24
14.1.
Termination
24
14.2.
Notification of events 25
14.3.
Accrued rights and remedies 25
15. Indemnity and insurance
26
15.1.
ATN's indemnity
26
15.2.
Broadcaster's indemnity 26
15.3.
Insurance
27
16. Confidential information
27
16.1.
Definition 27
16.2.
Use and disclosure
27
16.3.
Permitted disclosure
28
16.4.
Recipient's obligations
28
16.5.
Disclosure law
28
17. Dispute resolution
29
17.1.
No arbitration or court proceedings 29
17.2.
Notification
29
17.3.
Parties to resolve Dispute 29
17.4.
Appointment of mediator 29
17.5.
Role of mediator
29
17.6.
Confidentiality
29
17.7.
Costs
30
17.8.
Termination of process 30
17.9.
Breach of this clause
30
18. Notices and other communications 30
18.1.
Service of notices
30
18.2.
Effective on receipt
30
19. Force majeure
31
20. Goods And Services Tax 31
20.1.
Consideration does not include GST 31
20.2.
Gross up of consideration 31
20.3.
Reimbursements
31
20.4.
Tax invoices
31
20.5.
Adjustments
32
20.6.
Interpretation 32
20.7.
Non-monetary consideration 32
21. Relationship
33
22. Governing law and jurisdiction 33
23. Counterparts
33
24. Alteration
33
25. Assignment
33
26. Costs
33
27. Entire agreement
33
</TABLE>
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Schedule 1 - Item registry
34
Schedule 2 - Stations
35
Schedule 3 - Production Fee and Tag Broadcast Fee 36
Schedule 4 - Broadcasting Specifications. 39
Schedule 5 - Production Resources 42
Schedule 6 - Tag Fee Percentages
44
Schedule 7 - Broadcasting Schedule 45
Schedule 8 - Restricted Clients
46
Schedule 9 - Restricted Days and Restricted Broadcasting Schedule 47
Signing page
49
</TABLE>
News
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DETAILS
DATE 2005
PARTIES
Name THE AUSTRALIAN TRAFFIC
NETWORK PTY LIMITED ACN 078 993 736
ABN 53 078 993 736
Short form name ATN
Notice details Level 42,100 Miller Street
Sydney NSW 2060
William Yde
Name AUSTEREO PTY LIMITED
ACN 007 914 641
ABN 85 007 914 641
Short form name BROADCASTER
Notice details 500 Oxford Street,
Bondi Junction NSW 2022
Michael Anderson
BACKGROUND
A The Broadcaster is the licensee and
operator of the Stations.
B The Broadcaster has requested ATN,
and ATN has agreed, to provide the
Reports and the Links for the News
Bulletins and pay the Tag Broadcast Fee
and the Production Fee on the terms
of this agreement.
C ATN has requested, and the
Broadcaster has agreed, to broadcast the Tags
and provide access to the Production
Resources on the terms of this
agreement.
News report broadcasting agreement / page 5
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AGREED TERMS
1. DEFINED TERMS & INTERPRETATION
1.1. Defined terms
In this Agreement:
BROADCAST TIME means an individual
broadcast time for a News Bulletin
included in either the Broadcasting
Schedule or Restricted Broadcasting
Schedule.
BROADCASTER IP means the
Intellectual Property Rights in Reports.
BROADCASTER'S STATEMENT has the
meaning given in clause 9.2.
BROADCASTING REGULATIONS means the
BSA and the CRA Codes.
BROADCASTING SCHEDULE means those
daily times for broadcasting News
Bulletins containing Reports as set
out in Schedule 7 and also the
timeframes for broadcasting daily
brief news updates (not being News
Bulletins) as set out in Schedule 7.
BROADCASTING SPECIFICATIONS means
the Tag Specifications together with the
Report Specifications.
BSA means the Broadcasting Services
Act 1992 (Cth).
BUSINESS DAY means a day that is not
a Saturday, Sunday, public holiday or
bank holiday in South Australia.
CATEGORY A CLIENTS means those
persons set out at item 1 of Schedule 8, as
reviewed and amended in accordance
with clause 12.5.
CATEGORY B CLIENTS means those
persons set out at item 2 of Schedule 8, as
reviewed and amended in accordance
with clause 12.5.
COMMENCEMENT DATE means the date set
out at item 1 of Schedule l.
CRA CODES means the Commercial Radio
Australia Codes of Practice and any
Commercial Radio Standards endorsed
or applied (as the case may be) by the
Australian Broadcasting Authority
pursuant to the BSA.
END DATE means the date set out at
item 2 of Schedule 1.
FORCE MAJEURE means acts of God,
fire, unavoidable accident, acts of war,
(declared or undeclared) laws,
rules, regulations and orders of any
Government or Government Agency,
emergency broadcast or other broadcast
requirements under CRA Codes or as a
result of government requirements,
strikes, walkouts, lockouts and other
disturbances, delays in
transportation, floods, storms and
other natural disturbances, the failure
or destruction of any technical
equipment, weather or flying conditions,
and other matters
News
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beyond the control of, or not
reasonably foreseeable to the party concerned
whether or not similar to those
enumerated.
INDEPENDENT ACCOUNTANT means a
person who is expert and prominent in the
subject matter for which he is appointed and
who is appointed jointly by
the parties, or if they do not agree
on the person to be appointed within
seven days of any party requesting
appointment, a chartered accountant
appointed by the Regional Manager
New South Wales branch of The Institute
of Chartered Accountants in
Australia at the request of either party.
INTELLECTUAL PROPERTY RIGHTS means
all intellectual property rights,
including but not limited to:
(a)
patents, copyright, know-how, trade secrets, rights in circuit
layouts, registered designs,
trade marks and the right to have
confidential information kept
confidential; and
(b)
any application or right to apply for registration of any of the
rights referred to in paragraph
(a).
LINKS means News Bulletins
introductions and conclusions, and links which
would customarily appear between any
Reports..
MARKETS means the Broadcast Areas of
Sydney, Melbourne, Brisbane, Adelaide
and Perth.
NEWS BULLETIN means a radio news
bulletin, of a duration determined in
accordance with clause 3.1(c), in
accordance with the News Format which
comprises individual news stories,
commentary, sound bites and, at the
discretion of the Broadcaster,
Reports including those relating to sport
and weather and Links and any other
material.
NEWS FORMAT means the news
guidelines as to format, style and feel
developed by the Broadcaster and
notified to ATN from time to time in
writing.
NEWS INFORMATION means information
regarding current events, recent events,
newsworthy events and current
affairs likely to be of interest to
Broadcaster's target listeners in
the Markets and also includes sport and
weather information.
PERSONALITY means a recognised
voice, characterisation or personality.
PRODUCTION SERVICES means the
provision of the Production Resources as
required by clause 5.
PRODUCTION RESOURCES means at the
Commencement Date the resources specified
in Schedule 5, together with any
other resources that are used by the
Broadcaster exclusively for
production of News Bulletins for the Stations
immediately prior to the execution
of this Agreement and in possession of
the Broadcaster and during the Term
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means those production resources
required to be maintained by the
Broadcaster under clause 5 (c).
PRODUCTION FEE means the amount set
out at item 3 of Schedule 1 but
calculated in accordance with
Schedule 3.
RELATED BODY CORPORATE has the same
meaning as that term in the
Corporations Act 2001.
REPORTS means individual radio news
bulletin stories containing News
Information in accordance with the
Report Specifications, the News Format
and the Broadcasting Specifications
REPORT SPECIFICATIONS means those
specifications regarding the Reports set
out at item 2 of Schedule 4.
RESTRICTED BROADCASTING SCHEDULE
means those daily times for broadcasting
the Reports on the Restricted Days
as set out in Item 2 of Schedule 9.
RESTRICTED DAYS means those days set
out in Item 1 of Schedule 9.
STATIONS means the radio stations controlled
or operated by the Broadcaster
set out in Schedule 2.
TAG means a ten second advertising
or sponsorship tag or statement provided
by ATN to the Broadcaster in
accordance with clause 4(a) for each Broadcast
Time and in accordance with the
Broadcasting Specifications.
TAG BROADCAST FEE means the amount
set out at item 4 of Schedule 1 but
calculated in accordance with
Schedule 3.
TAG SPECIFICATIONS means those
specifications set out at item 1 of Schedule
4.
TERM means the period commencing on
the Commencement Date and ending at 5pm
on the End Date.
1.2. INTERPRETATION
In this agreement, except where the
context otherwise requires:
(a)
the singular includes the plural and vice versa, and a gender includes
other genders;
(b)
another grammatical form of a defined word or expression has a
corresponding meaning;
(c)
a reference to a clause, paragraph, schedule or annexure is to a
clause or paragraph of, or
schedule or annexure to, this agreement,
and a reference to this
agreement includes any schedule or annexure;
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(d)
a reference to a document or instrument includes the document or
instrument as novated, altered,
supplemented or replaced from time to
time;
(e)
a reference to A$, $A, DOLLAR or $ is to Australian currency;
(f)
a reference to time is to Sydney, Australia time;
(g)
a reference to a party is to a party to this agreement, and a
reference to a party to a
document includes the party's executors,
administrators, successors and
permitted assigns and substitutes;
(h)
a reference to a person includes a natural person, partnership, body
corporate, association,
governmental or local authority or agency or
other entity;
(i)
a reference to a statute, ordinance, code or other law includes
regulations and other
instruments under it and consolidations,
amendments, re-enactments or
replacements of any of them;
(j)
a word or expression defined in the Corporations Act has the meaning
given to it in the Corporations Act;
(k)
the meaning of general words is not limited by specific examples
introduced by INCLUDING, FOR
EXAMPLE or similar expressions;
(l)
any agreement, representation, warranty or indemnity by two or more
parties (including where two or
more persons are included in the same
defined term) binds them
jointly and severally;
(m)
any agreement, representation, warranty or indemnity in favour of two
or more parties (including
where two or more persons are included in
the same defined term) is for
the benefit of them jointly and
severally;
(n)
a rule of construction does not apply to the disadvantage of a party
because the party was responsible
for the preparation of this
agreement or any part of it;
and
(o)
if a day on or by which an obligation must be performed or an event
must occur is not a Business
Day, the obligation must be performed or
the event must occur on or by
the next Business Day.
1.3. HEADINGS
Headings are for ease of reference
only and do not affect interpretation.
2. Term
This term of this agreement shall
commence on the Commencement Date and end
at 7pm on the End Date unless
terminated earlier in accordance with this
agreement.
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3. Reports
3.1. PROVISION OF REPORTS
(a)
ATN agrees to provide to the Broadcaster for each Station the Reports
and the Links in accordance
with this agreement, the Broadcasting
Specifications, the News Format
and the Broadcasting Schedule during
the Term.
(b)
ATN agrees to notify the Broadcaster of any News Information not
included in the Reports of
which it becomes aware and is, in its
opinion, of sufficient
relevance and importance to warrant
broadcasting.
(c)
ATN agrees to provide to the Broadcaster for each Station new Reports
and relevant Links in respect
of each Broadcast Time of not less than
the total duration specified by
the Broadcaster from time to time as
the length of the News Bulletin
for the relevant Broadcast Time in a
manner and format adequate and
appropriate for all aspects of a News
Bulletin to be broadcast at the
relevant Broadcast Time and also news
Reports and relevant Links
sufficient for news updates including
random updates (not being
scheduled News Bulletins) in the numbers and
within the timeframes for news
updates set out in the Broadcast
Schedule.
(d)
The Reports shall be current and shall, as far as is reasonably
practicable, represent the
latest information available at the time of
provision of the Report.
3.2. METHOD OF PROVISION OF REPORTS
(a)
ATN must provide the Reports and the Links at the election of the
Broadcaster in relation to each
Station either:
(i) by live feed directly to the Broadcaster at
the time stated in
the Broadcasting Schedule
and in a format compatible with the
broadcasting system and
technology used by the Broadcaster;
(ii) in recorded format
(compatible with the broadcasting system and
technology used by the
Broadcaster), in which case ATN must
deliver the Reports to the
Broadcaster a reasonable amount of
time prior to the relevant
time stated in the Broadcasting
Schedule, as directed by
the Broadcaster; or
(iii) as described in
3.2(a)(ii) in a manner that is not compatible
with the broadcasting
systems and technology used by the
Broadcaster, provided that
(A) ATN provides the Broadcaster with such
equipment that is
necessary to make the
format compatible with the
Broadcaster's
broadcasting system and technology at its own
cost; and
News
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(B) the Broadcaster provides its consent, which
must not be
unreasonably
withheld.
(b)
The Broadcaster may direct ATN in writing no later than 7 days prior
to the relevant time stated in
the Broadcasting Schedule, that ATN is
to provide the Reports for a
Station in accordance with either clause
3.2(a)(i) or 3.2(a)(ii), such
direction to remain in force until such
time as the Broadcaster
provides ATN with a subsequent direction for
that Station.
(c)
In the absence of any direction by the Broadcaster for any Station,
the Reports for that Station
shall be provided in accordance with
clause 3.2(a)(i).
(d)
To ensure that the Broadcaster is able to exercise its right to select
and edit Reports ATN shall
allow the Broadcaster real time access to
the system used to create the
Reports including any equipment
necessary to view the Reports
as they are being prepared.
(e)
All Reports and Links must be delivered in a format which enables the
Broadcaster to select, edit
and/or reformat the Reports and Links at
its discretion prior to
Broadcast by the Broadcaster.
3.3. BROADCASTING OF REPORTS
(a)
The Broadcaster shall be entitled to broadcast at its discretion the
whole or part of each of the
Reports on the Stations during any News
Bulletin (or news update not
being a scheduled News Bulletin)
broadcast in accordance with
the Broadcasting Schedule during the Term
and at any time for a period of
30 days after the delivery of each
Report.
(b)
ATN acknowledges and agrees that nothing in this agreement shall in
any way preclude or limit the
Broadcaster from sourcing other reports,
news items or other material of
any nature whatsoever from third
parties or otherwise, and broadcasting
that material within any
Broadcast Time including during
any News Bulletin.
3.4. ADDITIONAL REPORTS
(a)
At the request of the Broadcaster, ATN may agree to provide additional
Reports beyond those stated in
the Broadcasting Schedule at its own
cost, the timing and frequency
of which shall, subject to paragraph
(b) of this clause be agreed
between the parties at least 30 days in
advance.
(b)
At the request of the Broadcaster, ATN shall use best endeavours to
provide additional Reports and
Links for a Market on the occurrence of
any:
(i) emergency, or
(ii) natural disaster, or
News report broadcasting agreement / page 11
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(iii) election of any
Government, or
(iv) commencement of
hostilities or war; or
(v) other incident or event warranting, by
itself, additional
Broadcast Times of
Reports,
affecting the Market or of
relevance to the target audience of a
Station. The timing and
frequency of the additional Reports and Links
to be provided under this
clause shall be as reasonably required by
the Broadcaster.
(c)
Notwithstanding anything else in this agreement, ATN will supply such
Reports as the Broadcaster
would require to fulfil the Broadcasters
obligations under any
Broadcasting Regulation, including any
requirement relating to emergency broadcasts, and ATN will ensure that
any procedure necessary to
fulfil that obligation is in place and is
followed.
(d)
The Broadcaster will give as much notice as reasonably practicable of
a request for additional
Reports under clauses 3.4(b) and ATN's
obligations to provide those
Reports is conditional on such notice
being given.
(e)
The Broadcaster will give as much notice as is reasonably practicable
of a request for additional
Reports under clause 3.4 (c) but it is
acknowledged that an emergency
broadcast requirement may arise without
opportunity for notice and that
ATN may therefore need to commence
some emergency Report
preparation or information gathering before the
Broadcaster can either notify
or discuss any additional Report
planning.
(f)
ATN shall notify the Broadcaster forthwith upon becoming aware of a
highly newsworthy event or
emergency that is likely to give rise to a
request under Clause 3.4(b) or
3.4 (c).
(g)
Once a notice is provided under paragraph (d),(e) or (f) of this
clause the parties shall
promptly discuss the report requirements of
the Broadcaster to enable
planning of the additional Reports schedule.
(h)
In respect of additional Reports provided under this clause 3.4 the
Broadcaster agrees to
(i) except in the case of reports also required
under clause 3.4 (c)
broadcast an additional
Tag in respect of each additional
Broadcast Time of a News
Bulletin containing such additional
Reports; and
(ii) provide the Production
Services in respect of those additional
Reports including any
required under clause 3.4 (c), at no
additional cost to ATN.
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(i)
It is acknowledged that additional Reports that are broadcast will not
always be broadcast as part of
a News Bulletin as their placement will
depend upon the nature of the
reason for the additional Reports.
3.5. RESTRICTED DAYS
On the Restricted Days, ATN shall
provide the Reports, and the Broadcaster
shall broadcast, the Tags in
accordance with the Restricted Broadcasting
Schedule, but otherwise in
accordance with this agreement.
3.6. DEFAULT IN PROVISION OF REPORTS AND LINKS
If at any time ATN fails to provide
the Reports and the Links for two
consecutive Broadcast Times the
Broadcaster shall be entitled to produce
all Reports and Links until ATN
shall show to the reasonable satisfaction
of the Broadcaster that ATN is able
to resume supply of the Reports and
Links, and ATN will pay any cost and
expense of the Broadcaster so doing.
4. Tags
(a)
In consideration of payment by ATN of the Tag Broadcast Fee under
clause 9, and subject to:
(i)
the Tags complying with the Tag Specifications and the
requirements of clause 6,
and
(ii) the supply by ATN to the
Broadcaster of the Reports and Links,
the Broadcaster shall broadcast
one Tag, at its own cost, for each
Broadcast Time and on each
Station in accordance with this clause.
(b)
ATN must provide Tags to the Broadcaster prior to, or at the same time
as, it provides the Reports in
relation to each Broadcast Time. If ATN
provides Tags prior to the Reports for a
particular Broadcast Time,
then ATN shall specify which
Tag is to be broadcast at which Broadcast
Time.
(c)
Provided a Tag is provided to the Broadcaster in accordance with this
clause, the Broadcaster must broadcast
the Tag at or in close
proximity to the Broadcast Time
to which it relates for each Station.
(d)
ATN must ensure that each Tag must be in accordance with the Tag
Specifications.
(e)
ATN shall provide with each Tag its recommended and preferred
placement of such Tag within
the relevant Broadcast Time, however the
location of the Tags within
each Broadcast Time will be determined by
the Broadcaster at its
discretion.
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(f)
If the Broadcaster fails to broadcast any Tag as required under this
agreement, the Broadcaster must
use all reasonable endeavours to
broadcast a replacement Tag at
a time proposed by the Broadcaster and
approved by ATN, (which
approval will not be unreasonably withheld).
(g)
The Broadcaster shall not be required to broadcast a Tag for any
Broadcast Time for which it has
not been provided Reports and Links by
ATN.
5. Production Services
(a)
Subject to employee contractual, third party and other restrictions,
the Broadcaster agrees to allow
ATN reasonable access to the
Production Resources during the
Term for the purpose of:
(i) producing the Reports, the Links and the
Tags; and
(ii) gathering, researching,
obtaining, preparing and summarising the
News Information for the
Reports,
(b)
Subject to clauses 5(e) and 5(t), the Broadcaster shall use all
reasonable endeavours to ensure
that its employees, contractors and
consultants comprising part of
the Production Resources cooperate with
ATN in relation to:
(i) producing the Reports, the Links and the
Tags;
(ii) gathering, researching,
obtaining, preparing and summarising the
News Information for the
Reports; and
(iii) any other associated activities
reasonably requested by ATN for
the purpose of production
of the Reports or the Tags.
(c)
The Broadcaster must maintain during the Term the lesser of:
(i) the same level of production resources as the
Production
Resources it possesses at the date
of execution of this
agreement; or
(ii) such production resources
as are reasonably necessary to prepare
and produce the Reports,
the Links and the Tags in accordance
with this agreement,
(d)
A failure by ATN to comply with its obligations under this agreement
does not constitute a breach of
this agreement if it was caused wholly
or partly as a result of a
failure by the Broadcaster to provide the
Production Services in
accordance with its obligations under this
Agreement.
(e)
ATN acknowledges and undertakes that employees of the Broadcaster who
may form part of the Production
Resources shall at all times be
treated consistently with their
employment contract or agreement so as
not to trigger any termination
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right on the part of the
relevant employee and that nothing in this
agreement will require the
Broadcaster to act in any manner
inconsistent with that
employment contract.
(f)
ATN shall fully consult with the Broadcaster's nominated
representative in relation to
any employment related issue concerning
an employee of Austereo whose
services comprise part of the Production
Resources with a view to
reaching an agreed outcome based on the
principle that no employee
forming part of the Production Resources
shall be treated inconsistently
with the customary human resources and
employment policies of the
Broadcaster.
(g)
ATN will not seek to influence directly or indirectly the selection of
topics for or material
contained in Reports or Links or News
Information based on or in
furtherance of any commercial or other
benefit to ATN.
(h)
ATN will at all times during the Term provide a qualified senior
journalist having substantial experience
as manager of commercial
radio journalists, as a contact
person for ATN all matters or things
that arise in relation to the
provision of the Reports and Links and
who will be available to and
will consult with the Broadcaster
relating to the manner and
subject matter for communication with any
employee of the Broadcaster
whose resources are made available as part
of the Production Resources.
(i) Should ATN notify the Broadcaster that ATN
desires to produce the
Reports and Links for a Market
from a location other than their
location in that Market at the
commencement of this agreement, then
the parties will expeditiously
enter into good faith discussions to
endeavour to facilitate the
availability of such of the Broadcaster's
Production Resources as may
reasonably be relocated. It is
acknowledged that the basis of
such discussions will be that the
Broadcaster will not be
required to bear any additional expense as a
result of any agreed relocation
of Production Resources.
6. Report and Tag requirements
(a)
The Reports and the Tags and the Links shall, and ATN hereby warrants
that the Reports and Tags and
publication of them shall:
(i) comply with the Broadcasting Regulations;
(ii) comply with the
Broadcasting Specifications;
(iii) not be in breach of the
Trade Practices Act or any fair trading
legislation or regulation;
(iv) not be in breach of any
privacy regulation or code;
(v) not be in breach of any other law or
regulation;
News
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(vi) not be in breach of any
advertising or broadcasting industry code
or industry agreement;
(vii) to the best of ATM's
knowledge and belief (applying best
industry practice due
diligence) not breach the Intellectual
Property Rights of any
person;
(viii) not contain anything
that may reasonably be considered likely
to cause offence;
(ix) not be reasonably likely
to diminish the reputation or goodwill
of the Broadcaster by
virtue of:
(A) the reputation or character of any persons or
products
associated with them;
or
(B) any controversial information contained
within them; or
(C) any other reason whatsoever;
(x) not contain anything that might promote a
radio competitor of the
Broadcaster;
(xi) be of a quality reasonably
expected of a person holding himself
out as being capable of
producing the Reports or the Tags and of
no lesser quality than
those produced by the Broadcaster
immediately prior to this
agreement,
except to the extent that the
failure of the Reports or Tags to comply
with this clause is caused by
changes to them by the Broadcaster.
(b)
ATN acknowledges and agrees that notwithstanding the foregoing the
Broadcaster shall not be
required to broadcast any Tag which in the
Broadcaster's opinion (acting
reasonably) is in breach of any of the
requirements of this clause 6
or otherwise in breach of this
agreement.
7. Changes to Broadcasting Schedule
(a)
The parties acknowledge that it may be necessary to make amendments to
the Broadcasting Schedule from
time to time.
(b)
The Broadcaster may, by serving notice on the other party at least 30
days in advance, notify ATN of
a change to the Broadcasting Schedule,
provided that:
(i) the total number of Tags broadcast is not
decreased;
(ii) the total number of
Reports broadcast is not increased except in
accordance with clause
3.4; and
News report broadcasting agreement
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(iii) the Broadcaster must
