Broadcasting Agreement

Partnership Agreement Between

[insert name of 1^st party] 

             & 

[insert name of 2^nd party]

PROGRAM PARTNERSHIP AGREEMENT

This Agreement dated ______ May [insert year], is made between:

[insert name & company number of 1^st party], a company incorporated in Malaysia, having its principal place of business at [insert address], hereinafter referred to as (“1^st party”);

and,

[insert name & company number of 2^nd party],a government radio station incorporated in Malaysia, having its principal place of business at  [insert address], hereinafter referred to as  (“2^nd party”).

Whereas:

1. “1^st party” is in the business of Television channel producer, promotion, and marketing of Television Program within Malaysia.

1. “_______________” is the [insert details] Radio Station within Malaysia.

1. [1^st party] and [2^nd party] agree to establish a partnership to jointly produce a program refer hereinafter (“Program”) in this agreement;

1. [1^st party] and [2^nd party] have agreed to enter into a written Partnership Agreement refer hereinafter (“The Agreement”) upon the terms and conditions set out hereunder to give effect to their intentions and regulate their legal relationship with each other.

NOW IT IS HEREBY AGREED as follows:-

1. DEFINITIONS AND INTERPRETATION

1.1     In this Agreement, except where the context or subject matter otherwise requires:

“Agreement” means the Partnership Agreement set between [1^st party] and [2^nd party] as from time to time and at any time amended modified or supplemented;

“Program”                           means the project of a [event name] event broadcast and tune in live in [1^st party] channel and [2^nd party] radio station simultaneously;

“Warranties and Undertakings”   means responsibilities and rights;

“End credit roller”                    means a visual trailer of name of person or product at the end of a TV program;

“Credit Mention”                     means a vocal acknowledgement of person or product;

2. [2^nd party] WARRANTIES AND UNDERTAKINGS

• [2^nd party] agrees to undertakes and provide sufficient Disk Jockey to act as the Video Jockey for the program.
• [2^nd party] shall provide one Disc Jockey for 5 days in a week which will be from Monday to Friday.
• [2^nd party] will use their best endeavour to ensure that the Disc Jockey attends to the program on time for its scheduled broadcast.
• [2^nd party] shall bear all the cost of engaging the Disc Jockey for the program.
• [2^nd party] shall bear the cost of transportation for its Disc Jockey to travel to [1^st party] appointed venue which shall be referred hereinafter as [insert name of venue].
• [2^nd party] agrees to provide a live feed channel to [1^st party] for microwave transfer signal for the program.
• [2^nd party] agrees to provide the information of the scripts and the lists of songs play during the broadcast of the program TEN (10) days prior to the schedule production to [1ST PARTY] to enable [1ST PARTY] to prepare the songs listed Music Video. However [2ND PARTY] will take into consideration of changing the lists of songs if or when certain songs Music Video is not available or [1ST PARTY] is unable to process the Music Video. [2ND PARTY] shall be responsible in the organization of the program to be broadcast with consultation and/or proposals from [1ST PARTY].
• [2ND PARTY] will ensure the appointed Disc Jockey is aware that certain scheduled program will includes interview or having the live conversation with an invited guest/s of public celebrities and personnel to be proposed by [1ST PARTY] and after fourteen (14) days notification to AI-FM.

3. [1ST PARTY] WARRANTIES AND UNDERTAKINGS

• [1ST PARTY] agrees to make available a venue for the production of the program which will be name the Studio Café.
• [1ST PARTY] will use their best effort to ensure that Vocal and visual production is of broadcast standard.
• [1ST PARTY] shall bear the cost of vocal and visual production for the program.
• [1ST PARTY] agrees to apply and obtain the ISDN or microwave transfer signal license documents for the rights to sent and receive signal two ways from/to [1ST PARTY] to RTM for the program. [2ND PARTY] will assists in the application.
• [1ST PARTY] agrees to provide the [2ND PARTY] Disc Jockeys appointed for the program a course of Make up and Hair Styling before the commencement of the production of the program.
• [1ST PARTY] agrees to provide the [2ND PARTY] Disc Jockeys make-up and hairstylist for the purpose of touching up if needed only during the program.
• [1ST PARTY] agrees to provide attire worn by the Disc Jockeys during the production of the program.
• [1ST PARTY] will use their best endeavour to make available the Music Video of the lists of songs played during the program before the scheduled production.
• [1ST PARTY] shall undertake to ensure all licenses have been obtained for the purpose of payment to all relevant authorities regards to broadcasting and creation of the program at [1ST PARTY]’s designated venues.

4. Mutual Agreements

4.1     Both parties agree that this partnership is limited exclusive to the Program only during the term of this agreement.

4.2     Both parties agree that this partnership and all contributions from both parties and hence mileages gained by both parties are non-monetary in nature and that each party will not be making monetary payment to the other party for the contributions made and mileages received.

4.3     Both parties agree to provide reasonable air time coverage, interviews and promotion for the Program on their respective media during the term of this agreement.

4.4     Both parties agree that the Program shall assemble a name of “2ND PARTY]          RADIO           VJ”.

4.5     Both parties agree that the time duration of TWO (2) hours from Monday to Friday of the commenced ONE (1) year for the production of the program being live on [1ST PARTY]-I channel and AI-FM.  The setting of time of the day will be approved by both parties in a supplemental document.

4.6     Both parties agree to jointly organize a minimum of SIX (6) subsidiary events           which is not related to the program per year. The details of the events will be stated in a supplemented agreement as when and where, once secured and approved by both parties.

4.7     Both parties agree that all expenses directly and indirectly incurred by both           parties in producing the Program shall be wholly borne by the respective parties.

4.8     Both parties agree that the revenue from the advertising or sponsorship sales           shall be split between both parties based on the advertising rates on their           respective media.

4.9     Both parties agree to process a right to invite guest/s for a live interview during the program. However the intention of the guest/s invitation must be approved by both parties at least 30 days before the scheduled production.

4.10    Both parties agree to resolve any potential conflicts, problems, miss-          understanding, miss-communication and dispute in friendly and consultative manner.

5. Term of Agreement

5.1     Both parties agree that this agreement shall be enforce from the date of the agreement upon signing by both parties for a term of ONE YEAR. Thereafter it will automatically renew for another year unless explicitly terminated by either party by giving the other party one month notice in writing.

5.2     Both parties shall be entitled to renegotiate the Term of this Agreement subject to the same terms and conditions of this Agreement by giving the other party one (1) month’s notice in writing before the expiration of the existing Term.

6. Confidentiality & Copyright Ownerships.

6.1     Both parties agree to keep the contents of this agreement and/or any agreement or contract pertaining to the Program confidential.

6.2     Both Parties shall not any time during or after the Term of this Agreement to divulge or allow to be divulged to any person any confidential information relating to the Program, including but not limited to business, affairs and intellectual properties of the other Party other than to authorized personnel or its legal counsel.

6.3     The copyright ownership regards to the Vocal shall belong to [2ND PARTY] by virtue of the fact that 2ND PARTY] is a radio station and [1ST PARTY] shall own the visual copyright and in the event [1ST PARTY] requires to air the program any time, 2ND PARTY] shall irrevocably grant the license to use at no cost at all material times to [1ST PARTY] regards to the Vocal rights to [1ST PARTY].

7        Termination

Either party shall be entitled to terminate this Agreement at any time by SIXTY (60) days notice in writing:

7.1     In the event that the other party fails to comply with, fulfill or breaches any material terms or provisions of this Agreement, which if capable of remedy, is not remedied within thirty (30) days from the date of notification of the breach by the first party;

7.2     In the case of a company, if a petition shall be presented or an order be made or a resolution be passed for winding up or dissolution of the company, (other than for the purpose of reconstruction or amalgamation the terms of which shall have been previously approved by the other party in writing);

7.3     If the other party shall have an administrator appointed or if a receiver administrative receiver or manager shall be pointed over any part of the assets or undertaking of the other party; or,

7.4     If the other party shall enter into composition or arrangement with its creditors

8. Force Majeure

8.1     For the purposes of this Agreement, a Force Majeure Event means an act of God including but not limited to fire, flood, earthquake, windstorm or natural disaster; an act of any sovereign including but not limited to act of terrorism, war, invasion, hostile military action, riot or civil commotion, act of foreign enemies, hostilities (whether war be declared or not) civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, nationalization, requisition, destruction or damage to property by terrorists or under the order of any government or public or local authority or imposition of government sanction or change of government policy, imposition or change in advertising guidelines, embargo or similar action, law, judgment, order, decree, embargo, blockage, unavoidable stoppages, interruptions at ports or labour dispute including but not limited to strike, lockout or boycott; interruption or failure of utility services including but not limited to electric power, gas or water, telephone service or internet connectivity; and any other cause beyond the control of either Party.

8.2     Neither party shall be deemed to be in breach of this Agreement, or otherwise be liable to the other, by reason of any delay in performance, or non-performance, of any of its obligations under this Agreement to the extent that such delay or non-performance is due to any Force Majeure of which it has notified the other party within seven (7) days from the occurrence of the event; and the time for performance of that obligation shall be extended accordingly.

8.3     If the Force Majeure in question prevails for a continuous period in excess of two (2) months, the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable.

9. General

9.1     In this agreement all words importing the singular include the plural and vice versa.

9.2     Subject to the restrictions of this Agreement, both parties’ interest and obligations shall survive for the benefit of and be binding upon the heirs, personal representatives, successors and assigns of the parties.

9.3     This Agreement contains the entire understanding of the parties hereto and may not be modified or amended except by a further written agreement signed by the parties.

9.4     This Agreement embodies all the terms and conditions agreed upon between the Parties hereto as to the subject matter of this Agreement and supersedes and cancels in all respects all previous representations, warranties, agreements and undertakings, if any, made between the Parties hereto with respect to the subject matter herein whether such be written or oral.

9.5     The failure by either Party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.

9.6     This Agreement shall be governed by and construed in accordance with the Laws of Malaysia and the parties hereto hereby irrevocably submit to the non‑exclusive jurisdiction of the Malaysian Courts.

9.7     The headings inserted in this Agreement are for convenient reference only and shall not affect the construction of this Agreement.

9.8     Any notice or other information required by this Agreement to be given by either party to the other may be given by hand or delivered by registered post, facsimile transmission, email or other comparable means of communication, to the other party’s address referred to above.

9.9     If, at any time, any one or more provisions in this Agreement are deemed to be invalid, illegal, unenforceable or incapable of performance in any respect, the validity, legality, enforceability or performance of the remaining provisions in this Agreement shall not be affected.

9.10    Time wherever mentioned shall be of the essence of this Agreement.

9.11    All of the schedules referred to in the Agreement shall constitute an integral part of the Agreement.

The parties hereby execute this Agreement on this date _______ May [Year].

TVC-AI FM-Partnership Agreement-030805 MYB4