B RADIO NETWORK AGREEMENT
BUSINESS PLAZA (AUSTRALIA) PTY LIMITED A.B.N. 48 632 739 667 Operating as B RADIO NETWORK of 149 Rowntree St Birchgrove NSW 2041, P. O. Box 428 Balmain NSW 2041 (“B Radio”); and
COMMUNITY RADIO STATION as detailed in the Acceptance Email that forms part of this Agreement (“Client”)
1.1 B Radio Network is a network of independent community radio stations working together as a virtual network to facilitate securing revenue, collaborating with member stations and providing a single point of contact for sponsorship enquiries, placement and payment.
1.2 B Radio Network is associated with Business Plaza, a community advertising and membership programme utilizing the Business Plaza Intellectual Property and all future modifications, alterations and enhancements to that programme.
1.3 Business Plaza operates in Australia under licence from Media Networks Pty Limited, the Licensor and owner of the entire copyright and all other Intellectual Property Rights of the Business Plaza System. Business Plaza agrees to work with Client as outlined in Clause 2.
1.4 Client enters into this agreement on terms and conditions detailed below authorising B Radio to represent Client in discussions with current and prospective advertisers/Sponsors.
1.5 Each of the parties to this agreement acknowledge that they have independently undertaken sufficient due diligence to be satisfied with the opportunities that have led to this agreement being concluded. Neither party is relying on representations or claims made by the other party as the basis for entering into this agreement beyond those items specifically detailed herein.
2. Role of B Radio
2.1 Source and secure national and local sponsors/advertisers at Client’s rate card rate or higher.
2.2 Exclude sponsors/advertisers that are competitors to Client’s major sponsors or excluded categories agreed between B Radio and Client from time to time.
2.3 Work within Community Radio sponsorship guidelines and the Broadcasting Services Act 1992.
2.4 Use its national network and buying/distribution to help increase sponsorship/advertising rates for member community radio stations.
2.5 Where Client chooses to use Business Plaza’s services, to share transactional revenue with Client in accordance with Clause 3.
2.6 If agreed, provide a Business Plaza smart phone membership and supporter communications app uniquely tailored for Client that will include and allow serving of advertisements from advertisers and agreed Client sponsors.
2.7 To help increase Client audience by promoting Client to all Business Plaza clubs and community groups within the broadcast area of Client.
2.8 To encourage local advertisers to have Client’s station playing in retail locations.
2.9 Meet with Client Management at agreed intervals throughout the year.
3. Revenue share
All revenue through B Radio, including advertising fees, incentive payments from advertisers and commissions is distributed on the following basis:
3.1 100% of Client’s rate card advertising paid to Client.
Where Client agrees to use Business Plaza’s smart phone communications and revenue app:
3.2 50% of transactional revenue from Client’s members using the Business Plaza app.
4. Role of Client
For the term of this Agreement, Client agrees to be part of the B Radio community radio network. Where appropriate, Client will use Business Plaza’s smart phone app as a communications, marketing and revenue generating platform for its members, presenters, management, and listeners.
5. Marketing and promotion
B Radio will market B Radio Community Radio Network as a unified buying group for sponsorship/advertising, to national and local advertisers through its associated advertising agencies and regional managers.
For the term of this Agreement Client agrees to place a B Radio web tile on its web site home page of a type and style agreed between B Radio and Client from time to time.
Where Client chooses to use Business Plaza’s smart phone app for communications and revenue, Client will market and promote the Client/Business Plaza app to its members and community.
6. Advertiser Invoicing
B Radio will handle all advertiser invoicing, collection, reconciliation and payments/payouts to Client from sponsors/advertisers introduced by B Radio. Payments received from sponsors/advertisers during the month are reconciled at month end and paid to Client within 7 working days, as detailed under ‘Revenue Share’.
7. Term of Agreement
The Term of this agreement is an initial five years after which it will continue until terminated by mutual agreement between B Radio and Client.
At the end of the Term, where the Term is not extended, Client agrees not to use any of the B Radio Intellectual Property, systems or marketing collateral.
For the term of this Agreement Client appoints B Radio exclusively as the virtual radio station network with its associated services and functions.
Either Party may terminate this agreement by giving 28 days written notice under the following default conditions:
The defaulting Party is or becomes charged with any criminal offence;
The defaulting Party is insolvent or unable to pay its debts when due and payable; or
An event or conduct has occurred which results in, or could result in the appointment of a liquidator, receiver, receiver and manager, administrator or similar officer being appointed to the defaulting Party or any of its property or the defaulting Party makes a composition or arrangement with creditors generally or takes advantage of any statutes for the relief of insolvent debtors.
10. Copyright, Intellectual Property Rights
The entire copyright and all other rights of B Radio remain with B Radio Network. The entire copyright and all other rights of Business Plaza remain with the Licensor of the Business Plaza System. The Intellectual property Rights in any adaptation, development, enhancement, modification or alteration of or to B Radio Network or the Business Plaza System shall, on creation, vest and be owned by the Licensor and shall form part of the Business Plaza System.
11. No Guarantees
There are no guarantees as to success either stated or implied and timing of results is affected by time of year.
12. Spirit of Cooperation
Client agrees to work together with B Radio Network and collaborate with member radio stations in good faith for the betterment and sustainability of member community radio stations, their current members and members of their community.
In order to conduct our business, B Radio needs to collect and use certain information about individuals, in particular our Clients (or individuals associated with our Clients). We respect those individuals' privacy and will ensure that we deal with their personal information in accordance with the National Privacy Principles under the Privacy Act 1988 (Cth).
The main purposes for which we collect, use and disclose personal information are to meet our client’s needs, market the benefits of the B Radio Network, conduct our internal administration and manage our business relationships. We will not use or disclose personal information for other purposes unless permitted to do so by the National Privacy Principles.
We will take reasonable steps to ensure that all personal information which we collect, use or disclose is accurate, complete, up to date, stored in a secure environment and accessed only by authorised personnel for permitted purposes.
14. Confidentiality and Non - Disclosure
All written material including but not limited to documents, proposals, research, manuals provided to Client by B Radio remains the confidential property of B Radio. Distribution to, or use by, other parties is not permitted without written permission from B Radio.
I confirm that we would like to proceed with B Radio based on the proposal provided. By registering I confirm that I am authorised to enter into this agreement on behalf of the community radio station and that I have read the Terms & Conditions.