Channel Placement Agreement
Channel Placement Agreement
Channel Placement Agreement
B.
C.
control rooms owned and operated by the Operator and its Associates in the Territory
(Services) and ________________________ has agreed to provide the Services for
maximum viewer ship and reach.
D.
The Parties wish to record their understanding, and for this purpose are desirous of entering
into this Agreement which will be subject to the terms and conditions set out below:
Distribution of Channels:
Subject to and on the terms and conditions of this Agreement, the
________________________ agrees to provide the Services in the Territory to the end
viewers in the Territory either directly or through Associates for a period commencing from
_________________________________________________________________.
2.
Consideration:
2.1
3.
Responsibility of Services:
3.1
3.2
In addition to the obligation as set out under Clause 3.1, the ________________________
Undertakes
to
place
_________________________________________________
frequencies.
3.3
The ________________________ agrees that NDTV shall reserve the right of interchanging the Placements of one or all its NDTV channels on the frequencies i.e.
_____________________________ for which NDTV is paying placement fees as per the
existing channel placement agreements with ________________________.
3.4
The selection, scheduling, substitution and withdrawal of any program or portion thereof
contained in the Channels shall at all times remain within the sole and absolute discretion
and control of NDTV. Any and all costs of whatever kind or nature incurred with respect to
the pick-up from the satellite or through the terrestrial means and the retransmission of the
Services throughout the Territory shall be borne by the ________________________ and
shall be the sole responsibility of the ________________________.
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3.5
The
________________________
agrees
and
undertakes
that
the
________________________ shall not change the band on which the Channels are placed
without the prior written consent of NDTV.
3.6
4.
4.1
This Agreement shall come into force and effect from execution and shall continue to
remain in force and effect for a period commencing from _____________________
____________________________________. (Term), unless this Agreement is
terminated earlier pursuant to Clause 4.4. This Agreement can be further renewed for such
periods and on such terms as are mutually agreed upon between the parties.
4.2
4.3
4.4
Notwithstanding anything else contained herein, NDTV reserves the right to discontinue
the agreement by giving a 15 days notice to network.
4.5
In the event of CAS/DAS being implemented in the Territory, then the Distribution/Placement
Agreement shall stand automatically terminated. NDTV shall not be liable for any further
payments from the date of such termination.
4.6
The term also includes with the condition that all future merger/takeover of any other
network(s) by ________________________ or ________________________ forms any
kind of association with other network(s), ________________________ has no right to
alter or modify the terms of the said agreement for the above mentioned reasons and the
decision on this regard will remain within the sole and absolute discretion and control of
NDTV and will be binding on ________________________.
5.
5.1
The ________________________ shall indemnify and hold harmless NDTV against all
claims; costs, damages and liabilities related to any breach or alleged breach of this
Agreement by the ________________________.
6.
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6.1
6.2
The ________________________ shall make available to NDTV all relevant data for the
transactions underlying this Agreement and its implementation. This shall include but not
be limited to number of paying subscribers and the revenue-stream.
6.3
7.
Entire Agreement
7.1
This Agreement shall constitute the entire agreement between the Parties with respect to the
subject matter contained herein, and shall supersede all prior agreements, oral or written,
representations or promises and sets out all the terms and conditions agreed between the
Parties.
7.2
8.
Force Majeure
8.1
Neither of the Parties shall, in any manner whatsoever, be liable or otherwise responsible
for any delay or default in, or failure of, performance resulting from or arising out of or in
connection with any Event of Force Majeure (defined below) and any such delay, default
in, or failure of, performance shall not constitute a breach by such Party hereunder.
8.2
As used herein, an Event of Force Majeure in respect of a Party hereto shall mean any
act, cause, contingency or circumstance beyond the control of such Party, including,
without limitation, to the extent beyond the control of such Party, any governmental action,
order or restriction (whether international, national or local), war (whether or not declared),
public strike, riot, labor dispute, act of God, flood, public disaster, acts of war or public
transportation dispute.
9.
Confidentiality
No terms or conditions hereof, nor any matters relating to the course of dealings between
the Parties including business finance or future plans of the other party, knowledge of
which is acquired as a direct result of this Agreement shall be disclosed by either party to
any third party, except to auditors (as a part of normal reporting procedure), attorneys,
affiliated companies, employees, directors, officers, consultants, investors or lenders, or
potential investors or lenders, on a need-to-know basis, and except as may be required by
any government agency or court. The obligations under this Clause shall endure in
perpetuity even after the termination of this Agreement.
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10.
Notices
All notices must be in writing sent by fax or by courier service to the following addresses,
unless otherwise specified:
To NDTV:
NEW DELHI TELEVISION LIMITED
207, Okhla Industrial Estate,
Phase-III,
NewDelhi-110020
Attention: Mr. Rahul Sood
Fax: ______________
And
To
________________________
____________________________
________________________________
________________________________
Attention: Mr.
Fax: ______________
11.
Assignment
Neither Party may assign any rights or obligations under this Agreement to any other Party
without the prior written consent of the other Party.
12.
12.1
This Agreement shall be governed by and construed in accordance with the laws of India.
12.2
The Agreement shall be subject to the exclusive jurisdiction of the courts in New Delhi.
12.3.
12.4.
Arbitration shall not be deemed a waiver of any right of termination under this Agreement
and the arbitration panel is not empowered to act or make any award other than based
solely on the rights and obligations of the Parties prior to and including such termination.
12.5
The arbitration panel may not limit, expand or otherwise modify the terms of this
Agreement. The arbitration panel shall have the power to order specific performance of this
Agreement.
13.
Time of essence
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Both parties agree that all times and dates referred to in this Agreement shall be of the
essence of the Agreement unless both Parties agree at a later date in writing to vary all or
part of the times and dates.
14.
Independent Contractors
Each Party hereto is an independent contractor and nothing contained in this Agreement
shall be construed to be inconsistent with this relationship or status. Neither Party owes a
fiduciary duty to the other. Nothing in this Agreement shall be in any way construed to
constitute either Party as the agent, employee or representative of the other. As an
independent contractor, each Party has relied on its own expertise or the expertise of its
legal, financial, technical or other advisors.
15.
15.1
Whenever possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this Agreement
should be prohibited or invalid under applicable law, such provision shall be ineffective to
the extent of such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Agreement. In such event, the Parties shall
negotiate, in good faith, a valid, legal and enforceable substitute provision, which most
nearly affects the Parties intent in entering into this Agreement.
15.2
Where the purpose and the text of a provision in this Agreement clearly indicate intent to
survive termination of this Agreement, the provision shall survive the termination of this
Agreement.
16.
16.1
(a)
All Intellectual Property Rights including copyrights and design-rights in all programmes /
works comprised in the diverse programs constituting the Services distributed by
________________________ pursuant to this Agreement vest exclusively in NDTV.
(b)
This Agreement does not purport to grant, assign or transfer any of these rights to the
________________________.
(c)
Ownership and all attendant rights (including the right to distribute the Services) vest
exclusively with NDTV, and ________________________ has a limited right to distribute
the same in the Territory.
17.
Waiver of Rights
All waivers under this Agreement must be in writing, and failure at any time to require the
other Partys performance of any obligation under this Agreement shall not affect the right
subsequently to require performance of that obligation. No waiver by a Party of any breach
of any provision of this Agreement or of a failure or failures by the other Party to perform
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any provision of this Agreement shall be construed or shall operate as a waiver of any
continuing or succeeding breach of such provision or a waiver or modification of such
provision or as a waiver in respect of any other or further failure whether of a like at
different character.
IN WITNESS WHEREOF, the Parties have entered into this Term Sheet as of the date first
written above
By: _____________________________
Name:
Title:
________________________
By: _____________________________
Name:
Title:
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