COMMERCIAL PRODUCTION AGREEMENT

THIS AGREEMENT made between CFPL-TV, a division of CTV Corp. (hereinafter /A\) and the Advertiser, concerns the production of a Commercial solely for broadcast on /A\.

1.  Advertiser acknowledges and agrees that  /A\ shall be the exclusive owner of any and all right, title and interest, including copyright, in and to the Commercial for all purposes, throughout the world in perpetuity.   Advertiser shall retain ownership of all Materials in the form delivered to /A\ and any pre-existing trade and/or service marks of Advertiser.

2.   /A\ may include information, materials and/or data supplied by the client (the “Materials”) in the Commercial at its sole discretion.  Advertiser hereby grants /A\ the right to use, copy, distribute, transmit, broadcast, perform and prepare derivative works of the Materials for inclusion in the Commercial.  Advertiser warrants and represents that the rights in the Materials, whether provided by Advertiser or created by  /A\ at Advertiser’s request, are either owned by Advertiser or that Advertiser has full authority from the owner of the Materials to grant  /A\ the right to use the Materials as set forth herein.   /A\ assumes no liability for errors contained in the Commercial for Materials provided by Advertiser.

3. Due to the fact that /A\ subsidizes Production costs for Advertisers purchasing air time, the Advertiser agrees that it   cannot permit the broadcast of the Commercial on any other station without the prior written approval of  /A\.  Further, Advertiser acknowledges that there shall be an additional cost to Advertiser if it wishes to air the Commercial on another station.  Upon completion of the Commercial and at the request of the Advertiser, /A\ will provide one (1) screening copy of the Commercial.

4.  Advertiser acknowledges that /A\ shall have the right not to broadcast the Commercial at any time for any reason within its sole discretion. 

5.  Advertiser represents and warrants to /A\ that Advertiser has the full right, power and authority to enter into this Agreement and that it shall comply with all the terms and conditions of this Agreement.

6.  Advertiser will indemnify and hold harmless /A\, its directors, officers, employees, and agents, from and against any loss, liability, damage, cost or expense, including without limitation legal fees, which may result from or by reason of any claim, action, demand, suit or proceeding which may be brought against  /A\, its parent, directors, officers, employees, and agents, arising from or in any way incidental to this Agreement or the broadcast of the Commercial, or by reason of any breach by the Advertiser of any of the representations, warranties, covenants, terms and conditions of this Agreement.  

7.  This Agreement shall be interpreted in accordance with the laws of the Province of Ontario, Canada. Any dispute arising hereunder shall be adjudicated by the applicable court located in Toronto, Ontario.