270 Legal [Sample Agreements]

AFFILIATION AGREEMENT

THIS AFFILIATION AGREEMENT (this “Agreement”), made as of the 22nd day of March, 2006 (“Effective Date”), is by and between The TUBE Music Network, Inc., a Florida corporation (the “Network”), and Sinclair Television Group, Inc., a Maryland corporation (“Affiliate), regarding the television programming service currently known as “The TUBE” (the “Service”). The parties hereby mutually agree as follows:

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3. GRANT OF RIGHTS; ACQUIRED STATIONS:

(a) Network hereby grants to Affiliate the exclusive right via Broadcast Television or via carriage of a Station by any MVPD serving the pertinent Licensed Community, and Affiliate hereby accepts such exclusive right and the obligation during the Term to broadcast the Service (i) over the transmission facilities of each Station identified on Exhibit A, which is licensed by the FCC to serve the community for each such Station (the “Licensed Community”), for receipt by TV Households in the DMA in which the Licensed Community is located, as such DMA is identified on Exhibit A, and (ii) subject to subparagraph (b) below, over the transmission facilities of any Acquired Station, except to the extent that, as of the date Affiliate notifies Network in writing of the closing of the acquisition of such Acquired Station, Network is already committed to provide the Service to another Broadcast Television station in the same DMA as the Acquired Station. Except for delays resulting directly from the failure of Network to provide the Receiving Equipment pursuant to Section 5(b), Affiliate shall launch the Service on each Station on or before the Launch Date set forth opposite each Station on Exhibit A. Affiliate shall telecast the Service solely from each Station’s origination transmitter and antenna for free over-the-air television reception. Notwithstanding the foregoing, Affiliate shall have the right to permit, and shall use good faith, commercially reasonable efforts to obtain, carriage of the Service’s signal by MVPDs in the DMA of each Station that transmits the Service, which Service signal shall be transmitted by Affiliate together with the Primary Feed; provided, however, that Affiliate shall not be in breach of its obligations hereunder if, after good faith negotiations, it does not reach agreement with any MVPD for the carriage of the Service due to unrelated issues, including compensation to be paid to Affiliate for the right to transmit the signal of the Station(s), and/or if Affiliate reaches agreement with such MVPD for carriage of broadcast streams that do not include the Service. Affiliate shall promptly notify Network of any MVPD that has agreed to retransmit the Service in the Station’s DMA. In the event Affiliate owns and/or operates more than one Station in any single DMA, then Affiliate, at its option, shall have the right to determine which of its Stations in such DMA shall broadcast the Service; it being understood that Affiliate shall have no obligation to broadcast the Service on more than one of its Stations in any particular DMA.
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