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Need More Information?
If you have additional questions about retransmitting
UWTV's signal, please call 888-616-UWTV or email info@uwtv.org
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Below is a sample Retransmission Agreement for UWTV.
RETRANSMISSION
LICENSE AGREEMENT
This Agreement
is made as of [insert date], by and between UWTV, a nonprofit
corporation organized under the laws of the State of Washington (“UWTV”)
and [insert party, corporate structure and state of organization]
(“Operator”).
Whereas, UWTV
transmits a signal containing certain programming via a domestic
communications satellite currently located at Galaxy 10R (the “Signal”);
and Operator, a [describe operator’s business, e.g., owns,
leases, manages the video delivery systems], wishes to retransmit
the Signal pursuant to the terms set forth herein on [describe
system(s)] (hereinafter “Systems”) as described in
Attachment A, attached hereto and by this reference incorporated
herein.
Now, therefore,
in consideration of the foregoing and of the mutual covenants and
agreements set forth herein, the parties agree as follows:
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| 1. |
Carriage.
Subject to the terms hereof, UWTV hereby conveys and licenses
its rights to the retransmission of the Signal on a non-exclusive,
royalty free basis by Operator to Subscribers (defined below) on the
Systems, and Operator agrees to retransmit the Signal over the Systems
without interruption or alteration of any kind during the Term (defined
below) of this Agreement. For purposes of this Agreement, Subscribers
shall mean each individual unit or outlet in any facility receiving
the Signal on the System. |
| 2. |
Term.
The Term of this Agreement shall commence on [insert month and
date], 2001 and shall continue through and including [insert
end date], (“Term”). |
| 3. |
Consideration.
In consideration of the rights granted herein to retransmit
the Signal over the Systems, Operator agrees to carry the Signal on
channel [insert channel number]. Carriage shall be on a single channel
dedicated solely to the full-time retransmission of the Signal on
that level of service provided by Operator on which all broadcast
signals are carried, and that is viewable on all television receivers
and to all subscribers that are connected to the Systems. Operator
shall provide quarterly programming schedules by request to UWTV at
info@uwtv.org. |
| 4. |
Representations,
Warranties and Indemnities.
| a. |
UWTV provides the Signal and all content therein “AS IS”
and without any warranty of any kind, to the maximum extent
permitted under applicable law. UWTV does not guarantee continuous
or uninterrupted access to the Signal. |
| b. |
To the extent permitted by law, Operator and UWTV shall each
indemnify, defend and forever hold harmless the other, the operator’s
affiliated entities, member organizations, companies and their
respective officers, directors, employees and partners, against
and from all liabilities, claims, costs, damages and expenses
(including, without limitation, reasonable counsel fees, disbursements
and court and administrative costs) arising out of any breach
by them of any warranty, covenant or representation contained
herein. |
| c. |
Operator
hereby acknowledges that it, and not UWTV, shall be fully liable
for all costs and expenses associated with the Signal, and for
all claims and responsible for all matters with respect to Subscribers. |
| d. |
Each
party represents and warrants that it owns or maintains a valid
and legally enforceable right to use its logo (“Mark”),
and that use of such Mark in accordance with this Agreement
will not violate or infringe upon the rights of any third-party. |
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| 5. |
Use
of Name and Logo.
For the term of this Agreement and for the purposes
stated hereunder, each party (“Grantor”) grants to the
other party a limited, non-exclusive, royalty-free, worldwide license,
with no right to sublicense, to use the other party’s name,
trademark and logo (“Marks”) (as set forth on Exhibit
B hereto and incorporated by reference into this Agreement) in advertisements
and promotions in connection with this Agreement. Notwithstanding
the foregoing, any use of the Marks is subject to the prior review
and approval of Grantor.
| a. |
All
right, title and interest in and to the Marks shall at all times
be the sole property of the Grantor, and the other party shall
not make any claim to the contrary. |
| b. |
The Grantor represents and warrants that it possesses the exclusive
right and title or a valid and enforceable right to use its
Marks in accordance with this Agreement, and that the grant
contained herein does not violate or infringe the rights of
any third-party. |
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| 6. |
Limitation
of Liability.
In no event shall UWTV be liable for any special, indirect,
incidental or consequential damages (including but not limited to
such damages arising from breach of contract or warranty or from negligence
or strict liability), or for interrupted service, lost business, lost
data or lost profits, arising out of or in connection with this Agreement,
even if UWTV has been advised of (or knows or should know of) the
only possibility of such damages. |
| 7. |
Force
Majeure.
Neither UWTV nor Operator shall have any rights against the other
party hereto for the non-operation of facilities or the non-furnishing
of the Signal if such non-operation or non-furnishing is due to an
act of God; inevitable accident; fire; lockout; flood; tornado; hurricane;
strike, or other labor dispute; act of government or governmental
instrumentality (whether federal, state or local); failure of performance
by a common carrier or satellite provider or system; failure in whole
or in part of technical facilities or other cause (financial inability
excepted) beyond such party’s reasonable control. |
| 8. |
Assignment.
This Agreement may not be assigned by either party without the prior
written consent of the other, which shall not be unreasonably withheld
or delayed; provided however, either party may assign or transfer
this Agreement to any parent, subsidiary, or affiliate company or
entity without the consent of the other and either party may assign
this Agreement to a party acquiring all or substantially all of its
assets without the consent of the other, provided further that any
such assignee assumes in writing all of the assignor’s obligations
thereafter arising hereunder. In the event of any such permitted assignment
of this Agreement, the assignor shall be relieved of all obligations
arising thereafter and the non-assigning party shall look solely to
the assignee for enforcement of such obligation. |
| 9. |
Reservation
of Rights.
This Agreement conveys to Operator only those rights that
are expressly stated. All other rights with regard to the Signal and
all matters incident thereto not specifically granted herein are reserved
to UWTV. Operator recognizes UWTV’s right, title and interest
in and to the Signal and all matters incident thereto, and the consent
contained herein does not convey any such rights to Operator. |
| 10. |
Termination
Right.
Either party may terminate this Agreement, effective at any time,
by giving thirty (30) days written notice to the other party. |
| 11. |
Confidentiality.
Neither UWTV nor Operator shall disclose to any third-party or otherwise
make public any term of this Agreement without the prior written consent
of the other, unless otherwise required by law. |
| 12. |
Waiver.
No waiver of this Agreement shall be deemed to have occurred, nor
shall any breach be deemed excused, unless the waiver or excuse is
in writing and signed by the party against whom the waiver or excuse
is to be asserted. |
| 13. |
Reports.
After every calendar quarter for the Term of this Agreement,
Operator shall prepare and submit a report to UWTV detailing the number
of Subscribers receiving the Signal for that particular quarter. Reports
shall be submitted within forty-five (45) days after the end of each
calendar quarter. Operator also agrees to promptly provide UWTV with
any other information relating to Subscribers or marketing matters
that may be reasonably requested. |
| 14. |
Notices.
All notices, demands, requests or other communications which may
be or are required to be given, served or sent by any party to any
other party pursuant to this Agreement shall be in writing and shall
be mailed or transmitted by hand, or by overnight delivery to such
address as set forth below or as may be specified in writing by
the party to whom the notice is to be given. When given by any means
other than delivery by hand, notice given by mail shall be considered
to have been given five (5) days after the date of mailing, postage
prepaid certified or registered mail. Notice given by overnight
delivery shall be considered given upon delivery as verified by
receipt of delivery. Notice by facsimile or electronic mail is not
permitted.
UWTV:
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David
Szatmary
Vice Provost
UW Educational Outreach
5001 25th Ave NE
UW
Mailbox: 354221
University of Washington
Seattle, WA 98195-3090
Phone: (206) 685-6308, 543-2320
Fax: (206) 616-8405
Email: dszatmary@ese.washington.edu
Administrative
contact: Tina McCain
Email:
tmccain@cac.washington.edu
Phone: (206) 221-7493
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Operator:
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Name
Address
City, State, Zip
(Telephone)
(Fax)
(E-mail) |
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| 15. |
Severability.
Invalidation of any provision of this Agreement by applicable law
shall not affect the validity of any other provision of the Agreement.
Should any provision be determined to be illegal or invalid, the Agreement
shall be construed in accordance with it terms as if the illegal or
invalid term were not herein contained. |
| 16. |
No
Joint Venture or Principal Agent Relationship; No UWTV Relationship
with Subscribers.
Nothing in this Agreement shall create any joint venture
or principal-agent relationship between the UWTV and Operator.
No Subscribers of the Operator shall be deemed to have any direct
or indirect contractual relationship with UWTV by virtue of
this Agreement, nor shall any Subscribers be deemed to be a third-party
beneficiary of this Agreement. This section shall survive the termination
or expiration of this Agreement for one (1) year. |
| 17. |
Miscellaneous.
This Agreement constitutes the entire agreement and understanding
between the parties with respect to the subject matter hereof and
supersedes all prior or contemporaneous, express or implied, written
or oral agreements, representations and conditions between the parties
with respect thereto. Any amendment to the Agreement shall be in writing.
Paragraph captions and headings used in this Agreement are for convenience
only and shall not be deemed to be part of the Agreement. This Agreement
shall be governed by and construed under and in accordance with the
laws of the State of Washington. |
| 18. |
IN
WITNESS WHEREOF,
the parties hereto have executed this Agreement as to the date of
the first above written:
UWTV:
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| By:
_______________________________________
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| Title:
_______________________________________
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Date:
________________________
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Operator:
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| By:
_______________________________________
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| Title:
_______________________________________
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Date:
________________________ |
ATTACHMENT
A
Coverage Area:
Number of Viewers:
Type of System
used to Retransmit:
Channel Numbers:
MSO:
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