Standard Form Of Affiliation Agreement

EXHIBIT 10.13


ACCESS TELEVISION NETWORK, INC. AFFILIATION AGREEMENT


This Agreement made this day of ________________, 199_, by and between _________________ ____________________________________, a ______________________________, with its principal place of business at ____________________________ (hereinafter referred to as "Affiliate") and Access Television Network, Inc., a Delaware corporation, with its principal place of business at 2062 Business Center Drive Irvine, CA 92715 (hereinafter referred to as "Access").


In consideration of the mutual and several covenants set forth in this Agreement, the parties hereby agree to the following:


ARTICLE 1 DEFINITIONS


As used herein, the following terms shall have the respective meanings stated below.


1.01 Program Exhibition Inventory. Specifically identifiable times made available on the Cable System for the local insertion and distribution of Paid Programming.


1.02 Affiliate. The entity that directly or indirectly owns or controls Cable System(s) that utilize Access as its national advertising sales representative for Program Exhibition Inventory.


1.03 Affiliate Cable Svstem(s). Those Cable Systems listed on Exhibit "A" or hereafter designated by Affiliate to receive the services of Access pursuant to the terms and conditions of this Affiliate Agreement.


1.04 Affiliate Distributions. Payments made to Affiliate Cable System(s) based on a percentage of Net Advertising Revenues generated by Access on behalf of Affiliate.


1.05 Cable System. An entity carrying Programming Services for which Program Exhibition Inventory has been made available for sale; a Cable System may consist of more than one franchise and more than one headend, and is usually characterized as a business which serves a geographical area under common management and which sets its own rates for services.


1.06 Paid Programming. Paid commercial messages of more than two minutes in length, of revenue or non-revenue generating nature.


1.07 Net Advertising Revenues. Monies collected and/or received by Access either from sponsor's advertising agency of record or directly from the advertiser.


1.08 Programming Service. Video programming carried by the Cable System under a common network theme, identity, or channel number which includes time periods designated for sales as Paid Programming.


1.09 Subscriber/Subscribership. For the purposes of this definition, the number of subscribers at any time shall equal the number of active separate billing addresses (excluding commercial accounts) shown at the close of business on such day in the billing records for the tiers of service on the Cable System that include the channel on which the Paid Programming is carried.


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ARTICLE 2 NATURE OF AFFILIATION


2.01 Purpose. The purpose of this Affiliation is to authorize Access to act as an exclusive national Program Exhibition Inventory sales representative for Affiliate Cable System, to aggregate Program Exhibition Inventory on a number of Cable Systems for simultaneous sale to national advertisers, and to deliver national Paid Programming to the Affiliate Cable Systems in a timely and professional manner.


2.02 Term of the Affiliation. This Affiliation Agreement shall begin as of the date first written above, and shall continue for five (5) years unless otherwise terminated as provided herein.


ARTICLE 3 AFFILIATE RESPONSIBILITIES


3.01 Assignment of Program Exhibition Inventory.


(a) Affiliate hereby assigns to Access the Program Exhibition
Inventory as designated by Affiliate and Access from time to time,
throughout all dayparts for those Programming Services now or hereafter
carried during the term of this Agreement on the Affiliate Cable System(s).


(b) Affiliate maintains the right to accept or reject any orders for
Program Exhibition Time on the basis of availability of time, rates or
content of the Paid Programming to be provided by Access. Affiliate shall
cause the Affiliate Cable Systems to run such Paid Programming as Affiliate
agrees.


(c) Nothing in this Agreement shall preclude Affiliate from entering
into an agreement with Access for the purpose of selling additional Program
Exhibition Inventory.


3.02 Equipment Requirements. Within sixty (60) days of executing this Affiliation Agreement, each Cable System shall provide such assistance as it deems reasonably necessary and appropriate for the installation of the Access equipment in the Cable System's headend(s) which equipment is listed in Exhibit "B" (the "Equipment") of this Affiliation Agreement, and shall be responsible for transporting the signal or video tape delivered by Access to the Equipment, or shall provide for the proper carriage of Paid Programming provided by Access according to the agreed days, times, and schedules set by Affiliate.


3.03 Installation. Access will be responsible installation of the Equipment which shall be completed by ____________, 19_. Affiliate will fully cooperate with Access in completing such installation. Prior to installation, Access will provide Affiliate with schematic designs and such other assistance as is appropriate for Affiliate to prepare the Cable System for installation of the Equipment.


3.04 Ownership of Equipment. The Equipment will remain in all respects the property of Access.


3.05 Technical or Other Difficulties. If, at any time during the term of this Agreement, the signal transmitted by the Equipment is of significantly lower quality than that transmitted on other channels of the Cable System, or if the Equipment causes any technical difficulty in the transmission of programming over such other channels or otherwise interferes with the normal operation of the Cable System, the Affiliate will immediately notify Access and may disconnect the Equipment. Upon such notification, Access shall take reasonable steps to correct the problem and continue. If the equipment appears in any other way not to function as designed, the Affiliate shall promptly notify Access.


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3.06 Access to Equipment. Throughout the term of this Agreement, Access will have access to the Equipment at reasonable times and on reasonable notice to Affiliate for such maintenance and inspection of the Equipment as Affiliate deems necessary. Affiliate agrees to provide such reasonable assistance as necessary to insure that the Equipment utilized for the playback of Paid Programming is operating so that a quality audio and video signal is maintained similar to the quality of the audio and video signal of the Programming Service.


3.07 Confidentiality


(a) Affiliate agrees not to use such technology or know-how except as
required under this Agreement and not to duplicate or disclose to others
any such technology or know-how (including all schematic diagrams and other
information).


(b) Access agrees that it shall not disclose or use any information
regarding Affiliate's business or operations including, without limitation,
engineering, marketing, construction, subscriber and operational
information and business plans.


(c) Nothing in this section shall prevent disclosure by Access or
Affiliate of information that (i) at the time of such disclosure was
generally available to others in the trade, (ii) was in its possession in
written or other tangible form before being disclosed to it by the other
party or (iii) becomes available to it on a nonconfidential basis from a
third party that is not breaching any obligation of confidentiality to the
other party. Each party will cause its direct or indirect parents,
subsidiaries, affiliates, employees agents and assigns to comply with this
Section 3.07.


3.08 Affiliate Representations and Warranties. Affiliate represents and warrants that it is authorized to conduct business in the locations where its Affiliate Cable Systems are providing cable television services. It has in good standing, all necessary authorizations, franchises, permits and licenses of Federal, State and local authorities to conduct their businesses and has taken all necessary corporate or other action to authorize the execution and delivery of the Programming Services subject to this Agreement. Affiliate is duly authorized to bind Affiliate hereto, the Agreement is a valid and binding obligation of Affiliate, enforceable in accordance with its terms, and Affiliate has sufficient legal and practical control over the Affiliate Cable Systems to cause them to provide Program Exhibition Inventory for sale by Access as contemplated by the Agreement.


ARTICLE 4 ACCESS RES ...