The organization contracting for the purchase of advertising covered by this contract (hereinafter called “AGENCY” or “ADVERTISER” as the case may be) and the station accepting this contract (hereinafter

called “STATION”) hereby agree that this contract shall be governed by the following conditions:

(a) STATION will bill AGENCY or ADVERTISER monthly, using the Final Sunday Fiscal Month,

unless otherwise provided on the face of the contract.

(b) Payment by AGENCY or ADVERTISER is due upon receipt of invoice. AGENCY or

ADVERTISER waives any billing dispute if AGENCY or ADVERTISER does not notify STATION of

such dispute in writing within thirty (30) days from date of the invoice containing such amount in

dispute. In the event AGENCY or ADVERTISER timely notifies STATION of such dispute, AGENCY or

ADVERTISER and STATION shall work diligently with each toward a resolution, but any amount not in

dispute shall be promptly paid as described herein. Payments by established and recognized

advertising agencies shall be subject to a 15% agency discount on cash payments only, except for

non-commissionable amounts or as otherwise stated herein or in a governing master contract.

(c) Invoices shall contain dates of advertising purchased on request, length of commercial

announcement and cost.

(d) Upon request STATION shall provide proof of performance specifying exact times when

commercials were aired taken from the official log maintained by STATION as required by FCC

regulations.

(a) Commercial announcements or programs of less than 5 minutes duration may be cancelled by

STATION, AGENCY or ADVERTISER upon fourteen (14) days prior written notice, but no such

cancellation shall be effective until fourteen (14) days after initial start of broadcasting hereunder

otherwise stated on face of confirmation.

(b) Programs of 5 minutes or longer duration may be cancelled by STATION, AGENCY or

ADVERTISER upon twenty-eight (28) days prior notice, but no such cancellation shall be effective until

twenty-eight (28) days after initial start of broadcasting hereunder unless otherwise stated on face of

confirmation.

(c) If AGENCY or ADVERTISER cancels contract, earned rates will apply. If STATION cancels

contract, AGENCY or ADVERTISER shall have the benefit of the same discounts which it would have

earned had it been allowed to complete the contract.

Any extensions or renewals of this contract shall be subject to prior approval by STATION and shall be

at the rates in effect at the time of said extension or renewal as set forth on STATION’s then published

rate card.

(a) STATION reserves the right to terminate this contract upon default by AGENCY or

ADVERTISER in the payment of bills or other material breach of the terms hereof at any time upon one

day’s notice. Upon such termination all charges for advertising completed hereunder and not paid shall

become immediately due and payable. If STATION terminates by reason of AGENCY’s or

ADVERTISER’s material breach, AGENCY’s or ADVERTISER’s liability shall be to pay not only for

advertising completed hereunder prior to termination by STATION but for advertising to be completed

thereafter under the contract, less only the STATION’s actual cost savings realized on account of

termination (such as fees to live talent that are cancellable at the time of termination of the contract).

(b) In the event of material breach by STATION in performing this contract, AGENCY or

ADVERTISER reserves the right to terminate this contract at any time upon one (1) day’s prior notice.

In no event shall STATION be liable or responsible for any incidental, special, consequential or punitive

damages (including without limitation, lost profits, promotional costs or costs of other media) relating to

the performance or breach of this Agreement whether arising in contract, tort or otherwise. STATION’s

total liability to AGENCY and/or ADVERTISER for any breach of or failure to perform this Agreement

shall be limited to a refund of any amounts paid to STATION under this Agreement regardless of

whether such liability arises in contract, tort or otherwise.

(c) In case suit or action is instituted by STATION for the collection of any money owing hereunder

or for enforcement of any of STATION’s rights hereunder, AGENCY or ADVERTISER agrees to pay all

costs and disbursements of said suit or action together with reasonable attorney’s fees.

If for any reason there is an interruption or omission of any advertising contracted to be broadcast

hereunder, STATION may suggest a substitute time period for the broadcast of the interrupted or

omitted advertising. If no such substitute time period is acceptable to AGENCY or ADVERTISER,

STATION shall allow AGENCY or ADVERTISER (1) with respect to a program, a pro rata reduction in

the time and/or program charges hereunder in the amount of money assigned to the time and/or

program charges at time of purchase, and (2) with respect to a commercial announcement, a reduction

in the time charges equal to the amount of money assigned to the commercial announcement at time

of purchase. AGENCY or ADVERTISER shall have the benefit of the same discounts which would

have been earned if there had been no interruption or omission in the advertising. The foregoing shall

be STATION’s sole liability for any failure to broadcast a commercial announcement hereunder. IN NO

EVENT SHALL STATION BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,

SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING

NEGLIGENCE) OR OTHERWISE.

(a) STATION shall have the right to cancel any purchased advertising or portion thereof covered by

this contract in order to broadcast any program which, in its absolute discretion, it deems to be of public

significance. In any such case, STATION will notify AGENCY or ADVERTISER in advance if

reasonably possible, but where such notice cannot reasonably be given STATION will notify AGENCY

or ADVERTISER within one (1) business day after such scheduled broadcast has been cancelled.

(b) If AGENCY or ADVERTISER and STATION cannot agree upon a satisfactory substitute day and

time, the broadcast time so preempted shall be deemed cancelled without affecting the rates,

discounts, or rights provided under this contract, except that AGENCY or ADVERTISER shall not have

to pay the cancelled STATION charges.

(a) The Rate Class Codes are as follows: F = Fixed, will run within designated day and day part; M

= Moveable within the overall time parameters indicated without promise as to the specific placement

or distribution therein; P = Preemptible, scheduled to run within the overall time parameters indicated

subject to preemption for other business at the discretion of the STATION.

(b) Any additional written terms and conditions contained in STATION’s proposal or quotation,

which are not inconsistent herewith, are hereby incorporated by reference.

(a) Unless otherwise noted on the face of this contract, all program material and all commercial

announcements shall be furnished by STATION, excluding advertising announcement material, which

shall be furnished by AGENCY or ADVERTISER. All expenses connected with the delivery of

commercial announcements to STATION, and with return therefrom, if return is directed, shall be paid

by AGENCY or ADVERTISER. In the event STATION furnishes or produces the commercial

announcement, STATION shall own all rights to such announcement and the copy contained therein,

including without limitation all copyrights, the creative concept contained therein, and the actual

recording.

(b) STATION will attempt to advise AGENCY or ADVERTISER by telephone or email if AGENCY or

ADVERTISER furnished program or commercial material and scheduling instructions do not arrive 72

hours in advance of advertising date. If material and instructions do not arrive at the STATION within

twenty-four (24) hours after STATION has notified the AGENCY or ADVERTISER, STATION may bill

AGENCY or ADVERTISER (as the case may be) for the time reserved. STATION will exert all

reasonable effort to broadcast material received from AGENCY or ADVERTISER despite late receipt.

(c) If, due to public emergency or necessity, force majeure, restrictions imposed by law, acts of

God, labor disputes or for any other cause beyond AGENCY’s or ADVERTISER’S control, AGENCY or

ADVERTISER cannot provide commercial and/or program material prior to scheduled broadcast

hereunder, AGENCY or ADVERTISER shall not be liable to STATION. In such event, STATION shall

suggest a substitute day and time period for broadcast of said advertising and/or program material. If

no such substitute day and time period is mutually agreed upon, STATION shall credit AGENCY or

ADVERTISER for the time and/or program charges hereunder in the amount of money assigned to the

time period and/or program at time of purchase. AGENCY or ADVERTISER shall have the benefit of

the same discounts which would have been earned if the advertising announcement and/or program

had been broadcast.

(d) Advertising material provided by AGENCY and ADVERTISER is subject to approval and

STATION may exercise a continuing right to reject such material, including a right to reject for

unsatisfactory technical quality or content. In the event program material is unsatisfactory, STATION

shall have the right to substitute its own program at no penalty to AGENCY or ADVERTISER. In the

event the commercial material is unsatisfactory, STATION will attempt to notify AGENCY or

ADVERTISER by telephone or email and unless AGENCY or ADVERTISER furnishes satisfactory

material twenty-four (24) hours prior to broadcast time this contract may be terminated by either party

without penalty to the other.

(e) In the event STATION provides copy and/or production services to ADVERTISER all rights to

such copy, production and any recordings thereof shall be and remain the sole and exclusive property

of STATION and ADVERTISER’s permitted use thereof shall be limited to advertising on the STATION.

STATION agrees to hold and save AGENCY and ADVERTISER harmless against all liability resulting

from the broadcast of (1) program material except program material furnished by AGENCY or

ADVERTISER and (2) musical compositions licensed for broadcasting by a music licensing

organization of which STATION is a licensee. AGENCY and ADVERTISER agree to hold and save

STATION harmless against all liability resulting from the advertising material or program material

furnished by AGENCY or ADVERTISER except musical compositions licensed as stated above.

STATION does not discriminate in the sale of advertising time, and will accept no advertising which is

placed with intent to discriminate on the basis of race, gender or ethnicity. ADVERTISER hereby

certifies that it is not buying broadcasting air time under this advertising sales contract for a

discriminatory purpose, including but not limited to decisions not to place advertising on particular

stations on the basis of race, gender, national origin, or ancestry.

(a) STATION shall exercise normal precautions in handling of property and mail but assumes no

liability for loss of or damage to program or advertising material and other property furnished by

AGENCY or ADVERTISER in connection with broadcasts hereunder. STATION will not accept or

process mail, correspondence or telephone calls in connection with broadcasts except after prior

approval.

(b) This contract, including the rights under it, may not be assigned or transferred without first

obtaining the consent of STATION in writing, nor may STATION be required to broadcast hereunder for

the benefit of any advertiser other than the one named on the face contract. Failure of STATION or of

AGENCY or ADVERTISER to enforce any of the provisions herein shall not be construed as a general

relinquishment or waiver as to that or any other provision.

(c) STATION’s obligations hereunder are subject to the terms and conditions of licenses held by it

and to applicable federal, state and local laws and regulations.

(d) This contract contains the entire agreement between the parties relating to the subject matter

herein contained, and no change or modification of any of its terms and provisions shall be effective

against any party unless the same is in writing signed by said party.

(e) This agreement may be executed in counterparts, each of which shall be deemed an original,

and which together shall constitute one and the same instrument.

(f) Any sales, use, gross receipts or similar taxes imposed as a result of this order shall be the

responsibility of AGENCY and ADVERTISER. STATION may collect such tax in addition to the price of

advertising hereunder.