270 Legal [Sample Agreements]

Cooperation Agreement

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Article 1 – Object

1.1 The Transaction encompasses:

1.1.1 the production and broadcasting by WS Italia of the Italian Service, comprising several radio channels organized in a bouquet to be subscribed to by the final customers;

1.1.2 the installation by Fiat of the SDARS Receivers as original equipment, standard or optional at Fiat’s sole discretion (“OEM”), in certain models of its vehicles, chosen by Fiat among those listed in Annex 1.1.2 (“OEM Vehicles”) and in accordance with the terms of Annex 3.2.1 (a);

1.1.3 the co-marketing of the initial subscription of the Italian Service (“Initial Subscription”) for purchasers of OEM Vehicles; and

1.1.4 the exploitation by Fiat of automobile distributorship aftermarket sales opportunities for aftermarket SDARS Receivers as after sales equipment on certain models of its vehicles as listed in Annex 1.1.4 (“Aftermarket Vehicles” and, collectively with OEM Vehicles, the “Enabled Vehicles”).

1.2 In order to execute the Transaction, WS Italia represents and warrants that it has obtained:

1.2.1 rights to use at least 40 channels of the west beam of the AfriStar satellite or of other satellites it will be granted access to by WorldSpace or its subsidiaries (collectively the “Satellite”), for the broadcasting of the Italian Service bouquet; and

1.2.2 the authorization from the Italian Ministry of Telecommunications to broadcast the Italian Service and to implement a terrestrial network of repeaters and/or gap fillers to supplement the satellite signal and render it available throughout the Italian territory.

1.3 In order to execute the Transaction, WorldSpace and WS Italia represent and warrant that:

1.3.1 the execution, delivery and performance of this Agreement by WorldSpace and WS Italia does not conflict with any agreement to which they are a party or by which they may be bound, nor does it violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it;

1.3.2 to the knowledge of WorldSpace and WS Italia, the use of the licensed WorldSpace IP by manufacturers and/or vendors of SDARS Receivers appointed by Fiat in compliance with this Agreement will not infringe upon the rights of any third party, and will not infringe any other rights of WorldSpace and WS Italia; and

1.3.3 WorldSpace and WS Italia are not aware of any infringement claims pending or threatened by any third party with respect to the licensed WorldSpace IP.

1.4 In order to execute the Transaction, WorldSpace represents and warrants that:

1.4.1 it has obtained or, by the commencement of the Italian Service will have obtained and/or installed, as applicable, all rights, through ownership or license, necessary to utilize the technology required to commence the Italian Service; and

1.4.2. by the commencement of the Italian Service, it shall have granted to WS Italia all rights to use the technology set forth in paragraph 1.4.1 for the Italian Service, unless WS Italia already owns or has title to such rights.
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