ONE WORLD * TELEVISION CHANNEL



                  TELEVISION  ADVERTISING BROADCAST SALES AGREEMENT:

                                           




               This Advertising Sale &  Services Agreement (the “Agreement”) is effective    [           / 2017  ]





BETWEEN: The Management &  Licensee 5 Star Film Company Ltd (the "First Company"), a corporation organized and existing under the laws of the [England & Wales] with its head office located at:Caplor Farm,Fownhope, Herefordshire,Hr1 4pt,England.







AND: [                                     ]         the "Second Company"), a corporation organized and existing under the laws of the [United Kingdom] of [England & Wales], with its head office located at:



                                          

 

This Advertising Broadcasting Agreement (the "Agreement") is made and effective this day [      2016]




 

WHEREAS, Seller is in Agreement to sell Advertising Space on the “One World Television Channel


WHEREAS, Buyer, wishes to contract to purchase Advertising space on the said Channel.





General Terms and Conditions


1. ADVERTISING SERVICES

1.1 Advertiser may itself or through its Agent, procure from "One World Television Channel" and /or its Affiliates, the Services set out in the Advertising Contract.


1.2 The Advertiser and the Agent shall assume all responsibility for the content and Materials provided to One World Television Channel"  to be communicated,  transmitted, exhibited and published as part of the Services, and Advertiser and the Agent shall be solely responsible for dealing with all  responses, feedback or queries arising from such content and Materials. Advertiser and the Agent shall, in addition, assume all Liabilities for all  claims, actions, proceedings made against One World Television Channel"  by a third party arising from the content and Materials, including all costs associated with defending against such claim, actions or proceedings.


1.3 One World Television Channel " shall have the sole and absolute discretion in deciding whether to broadcast, transmit, print or upload any or all  content or Materials submitted by the Advertiser or its Agent.  One World Television Channel" reserves the right to (i) refuse to broadcast, transmit, print or upload or (ii) reschedule or  postpone the broadcast, transmission, printing or uploading of any content or Material submitted by the Advertiser or its Agent, without  assigning any reason notwithstanding the acceptance of any payment  for such Service or that such Material has been in part broadcast,  transmitted, printed or uploaded or that some installments or items thereof have been broadcast, transmitted, printed or uploaded.



2. MATERIALS AND DELIVERY

The Advertiser and/or the Agent shall comply with One World Television Channel "s requirements and processes regarding the delivery of Materials as set out in the  relevant Service Specific Terms and Conditions.


3. CHARGES AND PAYMENT  


3.1  The Advertiser and/or the Agent shall be jointly and severally liable for all Charges incurred under this Contract and shall pay the same without any counterclaim, deduction, set-off or withholding. The Advertiser and the Agent shall be jointly and severally liable for all Taxes. If the  Advertiser or Agent is required under law to deduct or withhold any sum as Taxes on any amount payable to One World Television", the amount payable to One World Television" shall be increased by such amount necessary to ensure that One World Television Channel" will receive a net amount equal to the amount which it would have received in the absence of any such deduction and withholding.


3.2  The Advertiser and /or the Agent shall pay any and all Charges specified  within the Payment Term set out in the Advertising Contract.

Advertiser authorizes One World Television Channel" to invoice Agent on its behalf and such invoice shall constitute due notice to Advertiser and shall in no way  impair or limit the joint and several liability of Advertiser and Agent. Payment by Advertiser to Agent shall not discharge Advertiser's liability to  One World Television Channel ". One World Television Channel" reserves the right to charge the Advertiser and/or the Agent interest on any outstanding amount at the rate of 1.5% per  month from the date such amount is due until payment is received in full. In calculating the Charges in currencies other than in Sterling Pounds, the amounts payable by the Advertiser and/or the Agent to One World Television Channel" shall be converted into Sterling Pounds at the exchange rate that  One World Television Channel"may determine in its sole discretion.


3.3  One World Television Channel" may revise its rates for the Services if appropriate from time to time. In such event, Advertiser and Agent agree to be bound  by such revised rates  provided "One World Television Channel" gives at least thirty (30) days prior notice of such change and the increased rates shall apply only to such Services procured  by Advertiser and Agent after the effective date of change.



4. INTELLECTUAL PROPERTY

4.1 The ownership of any materials, content or documentation (including any advertisements, commercial, trailers, interstitials) and any Intellectual

Property Rights therein created by or licensed to any Party prior to and/or outside the scope of this  Contract (“Excluded Materials”) shall be

unaffected by any provision in this Contract.


4.2 Save for the Excluded Materials (which ownership shall not be affected by this Clause 4), and unless otherwise expressly agreed by the

Parties in writing, the Advertiser and Agent acknowledge and accept that any advertisements, commercial, trailers, interstitials or other content  produced by One World Television Channel" and or its Affiliates under this Contract for the Advertiser (hereinafter referred to as “the Production”) and all Intellectual  Property Rights in and to the Production, shall remain entirely vested in One World Television Channel".



4.3 Subject to Clause 4.2, the Advertiser and Agent hereby irrevocably and unconditionally waive in perpetuity the benefit of any provision of law  known as moral rights or any similar law in any country and undertake not to commence or support, maintain, permit or pursue any action for  infringement of any such moral rights.


4.4 Neither the Advertiser nor the Agent shall use or permit the use of any One World Television Channel" Intellectual Property except for the purposes of the Services or as otherwise expressly permitted by One World Television Channel" in writing.


5. PERSONAL DATA

  "One World Television Channel"reserves the right to refuse, suspend, withdraw, change, modify or terminate the provision of any Service immediately at any time if it deems that its provision or continued provision of such Service will or is likely to cause either "One World Television Channel" or any of its Affiliates to be in breach or  potential breach of any Advertising or licensing regulations.


6. CHANGE CONTROL

"One World Television Channel" may from time to time change these General Terms and Conditions and any of the Service Specific Terms and Conditions. "One World Television Channel" may also from time to time withdraw, suspend, change or modify any of the Services. "One World Television Channel" will endeavour, where reasonably practicable, to  give the Advertiser or the Agent reasonable advance notice of such changes, through written notice, electronic mail, or such  other form as  "One World Television Channel" may deem appropriate. The Advertiser‟s or the Agent‟s continued use of the Services will constitute acceptance of the changes.


7. DISCLAIMER AND EXCLUSION OF LIABILITY


"One World Television" does not guarantee that the Services will be provided in a continuous, uninterrupted or error-free manner. "One World Television Channel" Services are provided on an “as is” and “as available” basis and to the fullest extent permitted by law.  "One World Television"expressly disclaims warranties of any kind,

whether express or implied, including implied warranties of merchantability, satisfactory quality and fitness for a purpose.



8. REPRESENTATIONS AND WARRANTIES

8.1 The Advertiser and Agent each represents and warrants that:

(a)  it is authorised to enter into and perform this Contract;

(b)  it has the right to permit "One World Television Channel" to broadcast, transmit, print, publish or upload the Materials;

(c)  any and all Materials (including but not limited to music and/or any sound recording comprising such Materials) submitted to "One World Television Channel" for  broadcasting, transmission, printing, publication or uploading shall not contain any material which may:

(i)   be defamatory, offensive, indecent, objectionable or illegal, or which may cause annoyance or harassment to any party;

(ii)   infringe any intellectual property rights or proprietary rights (including but not limited to copyrights and music rights) of any party;

(iii)  violate any applicable law, regulation or code of practice, including but not limited to the Censorship Requirements or MDA‟s

Television Advertising Code and any similar and further codes and policies that it may issue; or

(iv)   market or promote any fraudulent, illegal or improper purpose, product or service;

(d)  any and all Materials submitted to "One World Television Channel" for broadcasting, transmission, printing, publication or uploading shall comply with such  advertising and sponsorship guidelines prescribed by "One World Television" from time to time.

(e)  it has, and will continue, (at its own costs) to clear, obtain and maintain all necessary consents, licenses, permits and/or rights (including

but not limited to all copyrights and music rights) which may be required for "One World Television Channel" to broadcast, transmit, print or upload the Materials;  and

(f)  it is authorised and has all necessary consents, rights and approvals for the appointment of the Agent as its authorised representative for

the purpose of this Contract.


9. INDEMNITIES

9.1 The Advertiser and its Agent shall jointly and severally indemnify"One World Television", its Affiliates, directors, officers, employees and agents against any and all Liabilities arising out of or in connection with: (i) the content or messages communicated by "One World Television Channel" and its Affiliates in the course of  providing the Services; (ii) the Advertiser's use of "One World Television Channel‟services; and the negligence, omission, act or breach of any representation, warranty, covenant, undertaking, condition or agreement herein by the Advertiser or its Agent.


9.2 If the Advertiser or Agent has any right, claim or action against any third party or is defending any claim or action from any third party arising  out of or in connection with any Material submitted to "One World Television" for communicating, broadcasting, transmission, printing, publication or uploading, the Advertiser shall (i) pursue (or as the case may be, defend) such right, claim or action independently of and without recourse to "One World Television Channel";and (ii) indemnify"One World Television Channel", its Affiliates, directors, officers, employees and agents from any and all Liabilities arising out of such right, claim or  action. Without prejudice to the foregoing, "One World Television Channel" shall not be liable to any third party for any promises, representations, warranties or  statements made by or on behalf of the Advertiser or Agent arising out of or in connection with the Materials. The Advertiser and its Agent shall  jointly and severally indemnify"One World Television Channel", its Affiliates, directors, officers, employees and agents against any and all Liabilities arising out of or in  connection with such promises, representations, warranties and statements and against any third party claims, actions or proceedings.


9.3 Without limitation, this indemnity shall extend to any interest, fees or other sums whatsoever paid or payable and to any loss (including loss of profit), premium, penalty or expense which may be incurred by "One World Television Channel".



10. CONFIDENTIALITY


10.1 Each Party agrees to keep confidential any Confidential Information concerning the business or affairs of the other Party supplied or discussed  with it by the other Party or wherever acquired or obtained under or in connection with this Contract or which may have otherwise come to its  knowledge (including the contents of this Contract) and shall not use or disclose Confidential Information or any part of it to any person (other  than their directors, officers, employees, representatives and agents on a need-to-know basis  and their professional representatives or advisers or as may be required by law or any legal or Government Authority) and who agree to be bound by confidentiality obligations no less onerous than this Clause without the prior written consent of the other Party.

10.2 Without prejudice to the generality of Clause 10.1, each Party shall ensure that all Confidential Information generated or obtained in pursuance of this Contract shall not be used for any purpose other than fulfilment of its obligations herein. Each Party shall use its reasonable endeavours  to prevent the publication or disclosure of any Confidential Information.

10.3 Without prejudice to any other rights or remedies that the disclosing party may have, the receiving party acknowledges and agrees that the  disclosing party shall, without proof of special damage, be entitled to an injunction, specific performance or other equitable relief for any

threatened or actual breach of the provisions of this Clause 10, in addition to any damages or other remedy to which it may be entitled.

10.4 The obligations of the Parties contained in this Clause 10 shall continue in force notwithstanding the expiry or termination of this Contract for a  period of two (2) years after such expiry or termination.



11. TERMINATION


11.1 Notwithstanding any provision of this Contract, "One World Television Channel" shall be entitled to terminate this Contract at any time by giving the Advertiser or the  Agent at least fourteen (14) days prior written notice.   

11.2 Without prejudice to any other remedies either Party may have under this  Contract or at law, either Party shall have the right at any time to  immediately terminate this Contract by written notice to the other Party on the occurrence of any of the following events:

(a) if the other Party fails to observe and/or to perform any of its obligations under this Contract and does not rectify the failure within fourteen (14) days of written notice by the non-defaulting Party (which shall include a delay or failure by the Advertiser or the Agent to make

payment under this Contract);

(b) if the other Party becomes insolvent or bankrupt, or has a winding up petition filed against it which is not dismissed within thirty (30) days,

or admits its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, or has distress or execution

proceedings levied on its properties or assets, or has a liquidator, receiver, judicial manager or special manager or anything analogous to

the foregoing appointed over the undertaking or property of the other Party, or ceases to carry on business or makes any special

arrangement or composition with its creditors; or

(c) where a Force Majeure Event exceeds the Force Majeure Period.

11.3 Expiry or termination of this Contract shall be without prejudice to the rights, obligations and/or liabilities of the Parties which may have accrued  up to the date of such expiry or termination.

11.4 Upon any expiry or termination of this Contract, each Party shall and shall procure that their respective employees, agents and subcontractors forthwith:

(a) deliver up to the other Party all copies of other Party‟s Confidential Information and any information and data supplied by or obtained from  the other Party for the purposes of this Contract;

(b) deliver up to the other Party all Intellectual Property in the possession or control of the first Party,

and certify to the other Party that all of the above have been duly executed.



12. EFFECT OF TERMINATION


12.1 Upon termination of this Contract, (i)  "One World Television Channel"shall cease to provide the Services to the Advertiser and the Agent herein; and (ii) the Advertiser shall pay all amounts due and owing under this Contract including the unutilized portion of the Contract Value up to the date of the expiry, all such amounts shall become immediately due and payable.  The Advertiser acknowledges and accepts that the requirement for it to pay for unutilized portion of the Contract Value required under this Contract is a genuine pre-estimate of the damages that is suffered by "One World Television Channel"  as a  result of such termination, and not a penalty. The termination of this  Contract will not affect any accrued rights or remedies of either party  against the other party.



13. NO PARTNERSHIP


This Contract is not intended to, nor shall be deemed to constitute or operate to create a partnership or joint venture or contract of employment of any kind between the Parties or to authorise either Party to act as agent for the other, and neither Party shall have authority to act in the  name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).



14. RIGHT TO ASSIGN AND SUBLICENSE


14.1 Neither Party shall be entitled to assign at law or in equity (including by way of a charge or declaration of trust), sub-license, transfer and/or deal in any other manner with this Contract or any of its rights under this Contract and/or sub-contract any or all of its obligations under this

Contract or purport to do any of the same without the prior written consent of the other Party (such consent not to be unreasonably

conditioned, withheld or delayed) provided that "One World Television Channel" shall be entitled to assign at law or in equity (including by way of  a charge or declaration of trust), sublicense, transfer and/or deal in any other manner with this Contract or any of its rights under this Contract and/or sub-contract any or all of its obligations under this  Contract to any Affiliate without further notice to the Advertiser or Agent. Any


purported assignment in breach of this Clause 19.1 shall confer no rights on the purported assignee.

14.2 Each Party shall execute such agreements or documents as the other Party may reasonably require, to give full effect to the assignments,

agreements, sub-licenses, transfers and/or sub-contracts referred to in this Contract.


15. FORCE MAJEURE


15.1 If the performance of this Contract by either Party is prevented, hindered or delayed by reason of a Force Majeure Event then that Party shall  be excused from such performance to the extent that it is necessarily prevented, hindered or delayed thereby during the continuance of any such cause or circumstance and this  Contract shall be suspended for so long as and to the extent that any such cause or circumstance

prevents, hinders or delays performance of this Contract.


15.2 For the avoidance  of doubt, neither lack of funds nor a default or misconduct by any personnel of the Advertiser or Agent or third party

employed or engaged as an agent or independent contractor by the Advertiser or Agent claiming a Force Majeure Event shall be  a cause

beyond the reasonable control of that Party unless caused by events or circumstances which are themselves Force Majeure Events shall

constitute Force Majeure Events.



15.3 A Party suffering a Force Majeure Event shall promptly notify the other Party of the nature and extent of the Force Majeure Event and

notwithstanding Clause 18.1, if it prevails for the Force Majeure Period, the other Party may, at its option, give written notice to the Party so

prevented to terminate this Contract forthwith in which case neither Party shall have any liability to the other except that rights and liabilities

which accrued prior to such termination shall continue to subsist.



16. PRESS RELEASE AND PUBLICITY


16.1 Save and except for the Services provided under this  Contract, no Party shall issue any press release or media statement relating to or

regarding the existence, subject matter of or terms of this Contract without the prior written consent of the other Party except as required by

Applicable Law or by any Government Authority.


16.2 Save and except for the Services provided under this Contract, no Party shall create, publish, distribute, or permit any written materials, which makes reference to the other Party without the prior written consent of the other Party.



17. NOTICES


17.1 Unless otherwise agreed, all notices, demands, requests and other communications given under this Contract (collectively, “Notices”) shall be  in writing, signed by or on behalf of the Party giving it and in the English language. Notices shall be sent or delivered to the respective addresses set forth in the Advertising Contract or such other address as the intended recipient shall notify the sender in writing.



17.2 Notices shall be deemed received:

(a) in the case of hand delivery, on the day of delivery;

(b) in the case of prepaid post, within three (3) days of such posting. To this end, proof that the envelope containing such Notice was properly addressed and posted as prepaid post shall be sufficient evidence that such Notice was received;

(c) in the case of registered mail or courier, upon written acknowledgement of receipt; and

(d) in the case of facsimile, upon successful transmission. To this end, an activity report indicating that the correct number of pages was sent

to the correct facsimile number and that such facsimile message was well received shall be sufficient evidence that such Notice was

received.



17.3 Notwithstanding any provision in this  Contract, in the event "One World Television" has reason to believe that a breach of any of the representations and warranties in this Clause has occurred or will occur, "One World Television Channel" may (i) suspend or terminate the "One World Television‟s performance under this Contract; and (ii) recover from the Advertiser or the Agent any loss resulting from the aforesaid suspension.


18. OTHER PROVISIONS



18.1 This Contract, and the documents referred to in it, contains the entire agreement and understanding of the Parties with respect to the subject- matter herein and supersedes any and all prior agreements, arrangements, understanding, promises, covenants, representations and

communications between the Parties, whether written or oral, with respect to the subject-matter herein. Each Party acknowledges and agrees

that in entering into this  Contract, and the documents referred to in it, it has not relied on, and shall have no remedy in respect of, any

statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether

party to this Contract or not) other than as expressly set out in this Contract.



18.2 Subject always to Clause 9, this Contract (or any document entered into pursuant to or in connection with this Contract) may not be modified or changed nor may any provision be waived, except in writing signed by each of the Parties.



18.3 No failure to exercise, nor any delay in enforcing, exercising, on the part of either Party, any right, power, privilege, claim or remedy under this Contract or by law shall be deemed or construed to operate as a waiver thereof, nor shall any single or partial exercise of any right, power,

privilege, claim or remedy prevent any further or other exercise thereof or the exercise of any other right, power, privilege, claim or remedy, in

any other instance at any time or times subsequently.



18.4 Each Party undertakes with the other Party that it will do such acts and things as the other Party may reasonably require for the purpose of giving to it the full benefit of this Contract.



18.5 Any liability to either Party may in whole or in part be released, compounded or compromised, or time or indulgence given, by that Party in its absolute discretion without in any way prejudicing or affecting its other rights against the other Party.

18.6 If a court, administrative body or tribunal of competent jurisdiction holds any provision of this Contract to be invalid, illegal or unenforceable  (whether in whole or in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or  unenforceable and the remaining provisions of this Contract shall not be affected and shall remain in full force and effect.

18.7 A person who is not a Party to this Contract shall not have any right to enforce any provision of this Contract pursuant to the Contracts (Rights of Third Parties) Act.

18.8 This  Contract may be signed in counterparts and by the Parties on separate counterparts, each of which when so executed shall be an

original, but all counterparts shall together constitute one and the same document.




19. GOVERNING LAW AND JURISDICTION


This Contract (and any claim, dispute or matter arising under or in connection with it or its enforceability) shall be governed by and construed in accordance with the laws of [England & Wales] and the Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of  [England & Wales]


"One World Television" – Service Specific Terms and Conditions


The Service Specific Terms and Conditions are to be read in conjunction with the General Terms and Conditions and shall be incorporated and form part of the Contract. In the event of any conflict between the General Terms and Conditions and the relevant Service Specific Terms and Conditions, the latter shall prevail.



1. Definitions:

“Broadcast Date” shall mean the date where the Materials are scheduled to be broadcast on  "One World Television Channel" television service.  

“House Advertisement” shall mean an advertisement for any entity belonging to the "One World Television"group of companies.

“Prime Time” and “Fringe Time” shall have the meanings as set out below:

Channel Prime time, Fringe Time




PRICE RATES:

“Spot(s)” shall mean a television

air­time slot of a specified

duration on "One World

Television Channel" television service

for the insertion and broadcast

of the Advertiser’s Materials.

“Sponsorship Value” shall

mean the sum paid by the Advertiser for a particular Program Sponsorship or Program Co ­Sponsorship.



Advertisers are also invited to submit their larger Campaign proposals to this contract for review. The negotiated and agreed upon decision will represent the amended final Contract draft which shall be the basis for the contract agreement.


Booking Reservation Fees: A Spot Booking Reservation fee shall apply. The Rate is £700 per Spot, for standard reservations & £1000 for preferred reservations. A preferred reservation has effect immediately,whilst a standard reservation comes into effect the following working day,which will allow another client to bid against the reservation.

[Fringe 10pm -12pm] and [Peak between 4pm-10pm Sat,Sun] [7pm -10pm Mon - Fri]


Discount Reservation Spots: Prices as published periodically on the Company website.


Card Rate Exempt discount spots: All prices shown are for reservation fees,with the exception of card rate exempt discount spots. Provisions are made for 300 discount spots to be made available each month at a flat rate of £2000 each,exempt of the prevailing barb rate. Should the barb rate fall below this value then a discount relative to the balance shall be provided for in full.


“Program Sponsorship” shall

mean the right to be named as a sponsor of a specific program

on "One World Television"television service.



Program Co ­Sponsorship”

shall mean the right to be named as a co­sponsor of a specific program on "One World Television"  television service.


“Sponsored Program” shall mean the television program for which the Advertiser has Program Sponsorship or Co ­Sponsorship rights.





2. Delivery of Executed Contract: It shall be a condition precedent to  "One World Television Channel"performance herein that the duly

executed Contract shall be delivered to "One World Television Channel" no later than  (40) days before the first Broadcast Date.  


3. Booking Deadline: The Advertiser shall ensure that all bookings are confirmed with "One World Television Channel" and paid for at least  (40) days before the relevant Broadcast Date, failing which "One World Television Channel" shall not be liable for any failure and/or delay in

broadcasting the Materials. Notwithstanding the aforesaid, no bookings would be held by  "One World Television Channel"without a duly

executed Contract properly delivered to "One World Television Channel"pursuant to Clause 2 above. Further and in addition to the

aforesaid,  "One World Television Channel"reserves the right in its absolute discretion to move any one or more of the booked spots to other

timing slots, programs and/or channels, with notice to the Advertiser and to charge the Advertiser for the same at the relevant rates.


4. Material Delivery: The Advertiser shall deliver to  "One World Television Channel"the Materials at the Advertiser’s own costs and risk, no later than (40) days before the intended Broadcast Date. The Advertiser shall ensure that the Materials conform to the duration of the Spots purchased.  "One World Television Channel"shall not be responsible or liable to the Advertiser where the duration of the Materials exceeds the duration of the Spots purchased, and are not broadcast in full. Further and in addition to the aforesaid, the Advertiser shall upon "One World Television Channel"s request and at its own costs submit cue sheets to "One World Television Channel" providing  details of all music materials comprising the Materials.



5. Technical Requirement for Materials:

a) The Advertiser shall deliver the Materials in Analogue or Digital Beta cam PAL format tapes or in MPEG2

format and delivered via eBUS or in any pre-arranged formats.


6. Copy Instructions: The Advertiser shall deliver copy instructions to "One World Television Channel" Traffic Department at least  (40) days before the Broadcast Date. For the avoidance of doubt, booking instructions shall not constitute copy instructions. If copy instructions are not provided before the stipulated deadline, "One World Television Channel" shall not be liable to the Advertiser if incorrect Materials are used for the broadcast or if Materials are not broadcast. Notwithstanding the aforesaid, the Advertiser shall remain liable to pay "One World Television Channel" for any incorrect Materials broadcast and even where the Materials are not broadcast. In the event that incomplete copy instructions are given by the Advertiser or copy instructions are not received by "One World Television Channel" by the relevant deadline,  "One World Television Channel"shall reserve the right to repeat a previous  advertisement of Advertiser of the same size or to run a House Advertisement, for which the advertiser will be liable for full payment.


7.
[broadcast hours] Reservation fee. £700 or £1000 per spot.

Sat     5pm - 12am

Sun     4pm - 12pm



Mon  7pm - 12am

Tues  7pm - 12pm



Wed   7pm - 12amThurs 7pm - 12am

Fri 7pm - 12am

40 hrs





8. In the event that the Advertiser fails to allocate the Contract Value for Spot Buy Packages in accordance with Clause 7 above, "One World Television Channel" shall have the right to refuse such bookings from the Advertiser at no liability to the Advertiser.


9. Spot Duration: Subject to availability,  "One World Television Channel"may, upon the Advertiser’s request, agree to provide Spots at the

following Minimum booking reservation rates, in accordance with the TVC duration.



[Minimum & Maximum Spot reservation rate calculation below.]


15 sec

20 sec

25 sec

30 sec £700 or £1000

35 sec

40 sec

45 sec

50 sec

55 sec

60 sec




10. Termination by Advertiser: In the event that the Advertiser terminates the Contract after the execution of the Contract

or before the expiry of the Contract Period:

the Advertiser shall be liable to pay  "One World Television Channel"a premature termination charge  equal to a 50% or 75% or  90% of the final per/1000 rate per spot.

.

Full Rates, as follows:


Rate Card  Rates for 30-second Spot  



Prime Time  Estimated   barbs  rating,or alternative data  per Program]

Fringe Time:[Estimated barbs  rating or alternative data  per Program]




b) "One World Television" reserves the right to change the telecast date of the Sponsored Program(s) without

consultation with the Advertiser.


c) In the event that the Program Sponsorship or Program Co-Sponsorship is cancelled by the

Advertiser prior to the first telecast date of the Sponsored Program  (“Telecast Date”), the Advertiser

shall pay  "One World Television Channel" early termination charges, as follows:


Cancellation Date Early Termination Charges payable by Advertiser

3 months before Telecast Date 50% of Sponsorship Value

2 months before Telecast Date 75% of Sponsorship Value

5 weeks  before Telecast Date 90% of Sponsorship Value


d) All proposed use or exploitation by the Advertiser or the Agency in relation to the Program Sponsorship

or Program Co-Sponsorship rights shall be subject to "One World Television Channel" prior written approval;


e) The Advertiser and the Agency shall comply with such guidelines, directions or instructions that "One World Television Channel"

may have in relation to their representation of the Program Sponsorship or Program Co-Sponsorship;



f) The Advertiser and the Agency shall not make any claim, ownership, title or interest to any goodwill,

recognition or intellectual property right arising out of the program that is being sponsored under the

Program Sponsorship or Program Co-Sponsorship rights procured hereunder.



g) The Advertiser and the Agency shall not be entitled to claim any association to the Program other than

that strictly granted hereunder.


  1. No protection is given by the Company to the Agency against the proximity of transmission of Advertisements featuring competitive products.

  2. The Company shall not be held responsible for any addition to, changes in or deletions from any Advertising Copy required by Ofcom or delays resulting there from.

  3. The Company reserves the right to refuse Advertising Copy that does not comply with Standard Time Lengths requirements.

  4. The Company reserves the right at its absolute discretion not to accept any Booking or any Advertising Copy, including but not limited to competitive channel advertisements that contain date, day or time specific or appointment to view references in either a verbal or visual context.





Bonus Budget – Service Specific Terms and Conditions


1. Definitions:


“Bonus”  shall relate to the amount of deduction per 1000 p views / these bonuses may have been Advertised on the "One World Television Channel" Advertising Agency Business Portal.


“Premium Spot” shall mean the first and last Spot of an advertising break.


“Paid Spot” shall mean a Spot purchased by the Advertiser.  


“Program Sponsorship” shall mean the right to be named as a sponsor of a specific program on"One World Television Channel"  television service.  


“Spot(s)” shall mean a television air-time slot of a specified duration on "One World Television Channel " television service for the insertion and broadcast of the Advertiser’s Materials.




2.  "One World Television"may from time to time, and at its sole discretion award the Advertiser a Bonus Budget the amount of which

will be set out by  "One World Television" in the Contract.  The Advertiser may use the Bonus Budget subject to the terms and

conditions set herein  for payment of the following Services, at "One World Television Channels" relevant Rate:



3. Responsibility for the content: The Advertiser and the Agent shall assume all responsibility for the content

provided in the Materials and Advertiser and the Agent shall be solely responsible for ensuring that no part of

the material/content provided to "One World Television Channel" shall offend against good taste, decency, morality or would

encourage or incite crime or lead to disorder, racial or religious disharmony or be offensive to public feeling or

is subversive or seditious in nature or against national security




1. Pre-launch & standard Definitions:

2. Delivery of Executed Contract and Conditions Precedent: It shall be a condition precedent to  "One World Television Channel"’s

performance herein that the duly executed Contract shall be delivered to "One World Television Channel"

a) in respect of sponsorship advertising, at least (40) days before the Channel launch date.


3. Booking Deadline: The Advertiser shall ensure that all bookings are confirmed with  "One World Television":-

a) in respect of sponsorship advertising, at least (42) days before the Channel launch

Date; failing which  "One World Television Channel" shall not be liable for any failure and/or delay in exhibiting the Materials.

Notwithstanding the aforesaid, no bookings shall be held by "One World Television Channel" without a duly executed Contract

properly delivered to  "One World Television Channel" pursuant to Clause 2 above.


4. Materials Deadline: The Advertiser must deliver to One World Television  the Materials at the Advertiser’s own costs and

risk:-

a) in respect of sponsorship advertising, at least (40) days before the  Campaign Commencement

Date


5. Technical Requirements for Materials: The Advertiser shall ensure that the Materials delivered to "One World Television" comply with such technical  requirements as may be determined by regulation or by "One World Television" from time to time.



Account Payments


Payments shall be accounted by the Management of 5 Star Film Company Ltd during the "One World Television"s broadcasting life as an International Franchise Asset.


Payments shall be delivered by direct debit to “One World Television Channels”account, promptly no later than 31 days after each Advertisement broadcast,when the agreement requires a viewer rating price per 1000 rating is required, or by contractual agreement in advance of all broadcast schedule dates,when a Program sponsorship/s  or  when an advance campaign price has been agreed upon.



A firm deposit of £700 per spot no less shall be required. Payment shall be made by direct debit  to the account that is quoted by the Contract Manager,at the time of Contracting,unless previous arrangements have been made. Payments are made out to the Channels Administrator 5 Star Film Company Ltd for tax accounting purposes.


“One World Television” does hereby agree to provide a Television broadcast Service & broadcast to their Television  Channel the Program Content & Television Commercials to Advertise the Associate Owners  Products:

























FINAL PROVISIONS



This Agreement shall be binding upon and ensure to the benefit of the parties hereto, their successors and permitted assigns.


This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements and understandings in connection therewith. It may not be changed nor modified orally, but only by agreement in writing signed by a duly authorized representative of each of  the parties hereto


Each of the parties upon the request of the other shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably necessary or desirable to effect complete consummation of the transactions contemplated by this Agreement.



IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [London] on the date indicated below



[   ]  [   ]  2017]



On behalf of

ONE WORLD TELEVISION CORP.



SIGNED:   Laird Anthony Salmon    

TITLE:  Managing Director

COMPANY:  5 Star Film Company Ltd:

Registered Office

(7) 35/37 Ludgate Hill,London, EC4M 7JN

England,U.K.


......................................................................................................................................................................................




  

[The AGENT PARTY]  



SIGNED:




TITLE:



COMPANY:








                                                                               Please send the Signed Form as a file to oneworldtv@mail.com