Attached files
| file | filename |
|---|---|
| 10-K - ANNUAL REPORT - Organic Sales & Marketing Inc | v170900_10k.htm |
| EX-10.23 - Organic Sales & Marketing Inc | v170900_ex10-23.htm |
| EX-31.1 - Organic Sales & Marketing Inc | v170900_ex31-1.htm |
| EX-32.1 - Organic Sales & Marketing Inc | v170900_ex32-1.htm |
| EX-32.2 - Organic Sales & Marketing Inc | v170900_ex32-2.htm |
| EX-31.2 - Organic Sales & Marketing Inc | v170900_ex31-2.htm |
| EX-10.24 - Organic Sales & Marketing Inc | v170900_ex10-24.htm |
| EX-10.26 - Organic Sales & Marketing Inc | v170900_ex10-26.htm |
| EX-10.25 - Organic Sales & Marketing Inc | v170900_ex10-25.htm |
February
19, 2009
Sam
Jeffries, President & CEO
OSM /
Garden Guys
114
Broadway
Raynham,
MA 02767
Re: Garden Guys on 96.9
WTKK
This letter sets forth the terms and
conditions pursuant to which Greater Boston Radio, Inc., licensee of radio
station WTKK-FM (the “Station”), will sell, and you will purchase, broadcast
time on the Station. When signed by you, this letter shall constitute
a binding agreement, fully enforceable against the parties in accordance with
its terms.
1. Term and
Termination. The broadcast term of this Agreement is two
years, anticipated to begin April 26, 2009 and end April 25, 2011. If
either party breaches a material term of this agreement, the non-breaching party
may terminate this agreement at any time thereafter, so long as it provides
written notice of the breach to the breaching party and the breaching party
fails to cure the breach within 10 days after receiving such
notice.
2. Broadcast of
Program. During the term of this agreement, the Station will
broadcast a live weekly program entitled Garden Guys, discussing gardening,
organic products, and related topics (the “Program”). The Program
will be broadcast live on WTKK every Sunday during the term, beginning at 6:00
a.m. and ending at 9:00 a.m. You may pre-record a limited number of
Programs for vacation periods and other unanticipated absences. You
understand and agree that the broadcast of the Program must comply with all
applicable laws and regulations, including (without limitation) FCC restrictions
on the broadcast of indecent material. In addition, you agree that
you will not engage in any conduct that could reflect negatively on the Station,
whether on- or off-air. All appropriate disclaimers as mutually
determined by the parties shall be made before and after each broadcast of the
Program. The Station reserves the right to preempt all or part of the
Program if required (a) by any special event programming that runs into the
Program’s time slot, or (b) in the public interest, as determined in the
Station’s sole judgment. If the Program is preempted in its entirety
on any day, the Station will use commercially reasonable efforts to reschedule
the broadcast of the preempted Program. If the Program cannot be
rescheduled, no fee will be due for that week. If the Program is
broadcast in part, the Program fee for that broadcast will be prorated based on
the portion of the allotted time the Program was actually on-air.
3. Advertising and
Promotion. (a) The Station will air promotional
announcements for the Program in standard weekday rotation to promote upcoming
broadcasts of the Program.
(b) You
will have the right to air (i) nine (9) :60-second commercials per hour during
the Program (6a-9a Sunday); (ii) ten (10) :60-second commercials on Station
Monday-Friday 6am-10pm; and (iii) fifty (50) :60-second streaming commercials
each week on WTKK.com to run M-Su 6a-7p. You will retain all revenues
from the sale of this advertising time. All commercials you sell must
comply with Station’s generally applicable commercial advertising policies, as
in effect from time to time, and any other applicable laws and
regulations. All commercials must be scheduled to air during the
term.
4. Payment. (a) In
consideration of the time and services to be provided by the Station hereunder,
you will pay the Station a monthly fee of $5,500.00 (increasing to $5,900.00 per
month during the second year of the term), payable each month in
advance. (If you qualify under Station’s credit requirements,
payments will be due 30 days net.) If we require cash in advance, no
program will be broadcast until the applicable monthly payment has been
received. The parties agree that they are independent contracting
parties, and each party will be solely responsible for all federal, state and
local taxes, income or otherwise, due as a result of any payment received by it
hereunder. You acknowledge and agree that you are responsible for
compensating any individuals who appear on or assist with the broadcast of the
Program.
(b) You agree to participate
in Station promotional events and similar appearances as reasonably requested by
Station. We will pay you a $500 fee for each two-hour
appearance.
5. Technical
Matters. No credits or adjustments will be made for technical
difficulties during the Program. If time is lost due to technical
difficulties, Station will provide make-goods for any missed commercials within
ten (10) business days. If technical difficulties prevent the
broadcast of more than fifteen minutes of the Program, you may elect not to air
that week’s Program and the monthly fee will be prorated
accordingly.
6. Early
Termination. Either party may terminate this Agreement before
its scheduled expiration date by providing the other party with at least 60
days’ prior written notice. If you terminate the Agreement under this
section 6, you agree that you will not, for a period of 60 days following the
termination date, permit the broadcast of the Program (or any substantially
similar program created or produced by you) on any radio station licensed to any
community in the Boston Arbitron market.
7. Additional
Terms. This letter sets forth the entire agreement of the
parties with respect to the subject matter hereof and supersedes any prior
agreements, whether written or oral. This agreement may not be
changed, nor any term hereof waived, except in a writing signed by both
parties. This agreement shall be construed and enforced in accordance
with the laws of the Commonwealth of Massachusetts without regard to the
conflicts of laws provisions of such Commonwealth, and the federal and state
courts of such Commonwealth shall have exclusive jurisdiction over any dispute
arising out of or in connection with this agreement. Any notice
required or permitted to be given hereunder shall be delivered to the parties by
hand or by certified mail (return receipt requested), to the addresses listed on
the first page of this agreement. Notices shall be deemed given when
sent. This letter may be signed in counterparts, each of which
together will constitute a complete agreement.
Please indicate your agreement with and
acceptance of the foregoing by signing this letter and the enclosed duplicate
and returning one of them to me.
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Very
truly yours,
|
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/s/
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Thomas
C. Baker
|
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Vice
President/Market Manager
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Accepted
and Agreed by:
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/s/
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2-19-09
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Sam
Jeffries
|
Date
|
Organic
Sales and Marketing, Inc.
President
& CEO