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Independent Producers Contract

NOW COMES this ninth day of January 2003, Jane Doe of Toronto, Ontario (hereinafter referred to as Jane) and Jan Pachul (hereinafter referred to as SRTV)

WHEREAS, Jane desires to purchase air time and options for air time, broadcast on Star Ray TV UHF channel 15, Toronto. Jane also desires to act as an agent for SRTV in the sales of advertising time and related services.

WHEREAS,SRTV desires to distribute Jane's local musician magazine program and needs Jane's assistance in generating sales.

NOW THEREFORE, In consideration of the above and $10,000 and other valuable consideration and intending to be legally bound hereby, the parties hereto agree as follows:

1. SRTV shall make available the following air time including studio and related facilities for live broadcasts: Monday 8 PM to 9 PM for 20 broadcasts and Tuesday at 3 to 4 PM for 20 repeat broadcasts (i.e., $500 per week per live show and one repeat).
2. In addition SRTV shall provide a studio crew for the live to air segments and insertion of commercials and materials related to the broadcast. Also included is up to one hour of preparation time for computer graphics and overlays and or other related materials per live (not repeated) broadcast.
3. SRTV shall videotape the program at it's own expense for repeat broadcasts and be made available to Jane upon request in return for $50 per one hour 3/4" broadcast tape .
4. Jane shall pay to SRTV the GST taxes due at the end of the month in which the programs are broadcast.
5. Jane understands that the fees contained herein are discounted to reflect risks inherent in the start-up of SRTV and are in effect up to 15 days past the commencement of SRTV broadcasting, including the options on the additional shows.
6. Jane is entitled to renew this contract at this special rate ($500 per week per show) double the time contracted for and paid by 15 days past the commencement of broadcasting.
7. Any payments due to SRTV for the exercising of renewal options are due at the end of the month in which the programs are broadcast.
8. Jane shall be the exclusive provider of programming for SRTV regarding the topic of local musicians during the contracted broadcast period including any options for future broadcasts.
   1. Jane shall have the right to copyright productions in Jane's own name or in Jane's company name and said copyrights shall be Jane's exclusively.
9. SRTV authorizes Jane to be an agent for SRTV. Jane shall use her utmost skill and experience in the course of representing SRTV.
10. Jane shall provide SRTV with a list of clients contacted or to be contacted for sales in order to avoid duplicate efforts by others selling for SRTV (stay away list).
    1. Jane shall also provide the results of these contacts to SRTV.
    2. Normally clients will be protected from other SRTV sales activities until they have declined to buy.
    3. An effort to sell advertising on other SRTV programs must be made in order to have other sales people honor the stay away list.
11. Jane shall honor SRTV's stay away lists. Jane can make a case to solicit a lead on SRTV's stay away list that is directly related to the topic of her contracted program.
12. Jane can elect to sell commercial placements on other SRTV programming at prevailing rates and receive a 20% commission on initial sales and 5% on renewals.
    1. In addition Jane will also receive similar commissions on commercial productions or any other television production business generated for SRTV.
13. Additionally Jane can receive a 5% override on initial sales and a 1% override on renewals on any sales made by employees managed and controlled by Jane.
14. SRTV shall have the right to add any unsold advertising availabilities to it's discounted run of schedule inventory and Jane shall receive a 75% payment on any initial sales and a 94% payment on renewals.
    1. Additionally SRTV shall have the right to make available any unsold advertising availabities for unpaid public service announcements.
15. Normally no money would be exchanged for these extra advertising sales, appropriate credits would be issued.
16. All programs are subject to preemption by Toronto City Council meetings, global events, and emergency programming.
    1. A global event is an unexpected non reoccurring event of international significance such as the 911 terrorist attacks.
    2. Emergency programming is coverage of a local event that poses danger and harm to the broadcast area.
    3. Wednesday from 1 PM to 7pm and 8pm to 11 PM is designated for make-up time should any of these type of events occur.
17. In the event of technical failure or any other events beyond the control of SRTV that prevent the broadcast of contracted programming, SRTV's liability is limited to the make-up of the lost air time. It will be at SRTV's discretion as to when the make-up broadcasts will occur.
18. Jane shall not run the contracted program or any similar program during and for six months past the termination of any contract with SRTV on any competing television outlet in the Toronto GTA market. This includes broadcast as well as cable television stations and the Internet.
    1. Jane is free to contract for air time outside the Toronto GTA market for her program.
19. The CRTC's regulations provide generally that a licensee shall not broadcast:
    1. anything in contravention of the law,
    2. any abusive comment that, when taken in context, tends to or is likely to expose an individual or a group or class of individuals to hatred or contempt on the basis of race, national or ethnic origin, colour, religion, sex, sexual orientation, age or mental or physical disability, any obscene or profane language or pictorial representation, and
    3. any false or misleading news.
    Jane shall adhere to these basic CRTC rules regarding program content.
20. Jane shall abide by any extra conditions imposed from time to time by the CTRC on SRTV.
21. Jane shall hold SRTV harmless against any claims resulting from Jane's activities on behalf of SRTV.
    1. Jane shall not have any right to incur debts on behalf of SRTV.
22. No commercial message shall be longer than two minutes in length with a maximum of 12 minutes per hour.
23. Jane shall abide by the SRTV Viewer's Bill of Rights as per the SRTV website.
24. SRTV shall establish a programming committee composed of the public at large in order to monitor programming content.
    1. If complaints are received in regards to program content, the programming committee shall render a decision in response to the complaints.
    2. Independent producers shall have the right to nominate individuals to the programming committee.
25. Jane shall abide by the decisions of the programming committee.
26. Jane shall produce programming of a high standard comparable to programming presently available in the market. This market standard quality shall respect scenario, direction, cast, costumes, setting, location, photography, recording, and all other matters pertaining to production. However, an opportunity will be given to correct any deficiencies that occur before cancellation.
27. SRTV reserves the right to cancel any program that in it's opinion after written notification of deficiencies fails to meet market standards.
28. The minimum technical standard shall be the 3/4" videotape format. SRTV normally will not air VHS originated program material. The minimum technical standard for digital generated programming is a 2 megabytes per second data rate, 30 frames a second, and or 75 kilobyte frames.
29. Cancellation can be appealed to the programming committee. Any funds paid in advance will be refunded.
30. Jane shall commence production of the contracted program upon a two month written notice.
31. Jane shall be considered in default of this contract if the program is not delivered when due after the 2 month start-up notice or any scheduled date of broadcast. In the event of default by Jane, this contract shall become voidable at the option of SRTV. Time shall be of the essence of this contract.
32. Jane can terminate this contract with 60 days notice. No refunds are due for monies paid in advance.
33. Jane shall not reassign this contract without the permission of SRTV.
34. All of Jane's programming shall be in the English language.
35. Jane shall secure right of privacy releases from persons appearing in or whose voices may be used in portions of her programming.
36. Jane shall ensure that any material used in her program copyrighted by third parites has the appropriate releases and or licenses.

Jane Doe

Jan Pachul

Dated: February 20' 2003,
in the City of Toronto.