Underwriting Agreement
This Underwriting Agreement, together with the applicable order, proposal, schedule, insertion order, statement of work, or trade schedule accepted by the parties (collectively, the “Agreement”), govern underwriting support provided by the sponsor or underwriter identified in the applicable order (the “Underwriter”) to that certain affiliate of American Public Media Group indicated in the order, schedule, insertion order, statement of work, or trade schedule as applicable (as applicable, “APMG”). In case of a conflict between the Underwriting Agreement set forth herein and any other documentation in the Agreement, this Underwriting Agreement shall control.
1. Underwriting Support and Acknowledgements. Underwriter will provide the cash, trade, goods, services, tickets, promotional consideration, or other support described in the applicable order. In recognition of that support, APMG may provide underwriting acknowledgements, sponsor recognition, digital recognition, event recognition, or other benefits described in the applicable order.
2. Noncommercial Standards
a) Compliance. All underwriting acknowledgements are subject to APMG’s final approval and must comply with APMG policies, FCC requirements, and the noncommercial nature of APMG’s public media services. Underwriter will not submit materials that include false or misleading claims, comparative or qualitative claims, price information, calls to action, inducements to buy, political advocacy, candidate support or opposition, or other content that APMG determines may be inconsistent with noncommercial underwriting requirements.
b) Copy Approval. APMG has sole discretion to determine the content, wording, format, length, timing, placement, and scheduling of any acknowledgement. APMG may reject, edit, suspend, or remove any copy, logo, link, claim, description, or other material that APMG determines may be promotional, inaccurate, misleading, inconsistent with APMG standards, or otherwise inappropriate for broadcast or publication.
c) Prohibited Content. Underwriter will promptly notify APMG if any submitted information becomes inaccurate or if any claim, logo, URL, or other material should be withdrawn or modified.
3. Underwriter Materials. Underwriter will provide all copy, names, logos, URLs, trademarks, service marks, product or service descriptions, and related materials reasonably requested by APMG (collectively, the “Underwriting Materials”) by the deadlines specified by APMG. Underwriter represents that it has the right to provide the Underwriting Materials and that APMG’s use of the Underwriting Materials as contemplated by the Agreement will not violate any third-party rights or applicable law. Underwriter grants APMG a limited, nonexclusive, royalty-free license to use the Underwriting Materials solely to achieve the purposes contemplated by the Agreement.
4. Scheduling; Preemption; Makegoods. APMG will use commercially reasonable efforts to provide the acknowledgements or other benefits described in the applicable order, but all scheduling is subject to programming needs, inventory availability, technical issues, legal and regulatory requirements, editorial judgment, emergencies, public service needs, and other operational considerations. APMG may preempt, reschedule, substitute, or modify acknowledgements or other benefits in its discretion. If APMG does not provide a scheduled acknowledgement, APMG’s sole obligation is to provide a reasonable substitute or makegood, as determined by APMG, subject to availability.
5. No Endorsement or Control. The Agreement does not give Underwriter any right to influence, review, approve, or control APMG programming, editorial content, news coverage, playlists, hosts, guests, events, or operations. APMG’s recognition of Underwriter does not constitute an endorsement, recommendation, certification, or promotion of Underwriter or its products, services, views, or activities.
6. Payment; Trade Value. Underwriter will pay all amounts and provide all trade, goods, services, or other consideration described in the applicable order by the stated deadlines. Unless otherwise stated, all amounts are nonrefundable once the Agreement is accepted. For trade arrangements, each party is responsible for delivering the trade benefits assigned to it, and stated values are for internal valuation and exchange purposes unless the parties expressly agree otherwise in writing. Each party is responsible for its own taxes, reporting, costs, and expenses arising from the Agreement.
7. Changes and Cancellations. Underwriter must request changes in writing. Underwriter has no right to terminate or cancel the applicable order without cause. APMG may accept or reject any requested change in its discretion. If Underwriter fails to provide required materials, fails to pay amounts due, fails to deliver agreed trade consideration, or otherwise materially breaches the Agreement, APMG may suspend performance, cancel remaining acknowledgements or benefits, retain amounts already paid, and invoice Underwriter for any unpaid amounts or undelivered trade value.
8. Publicity; Use of APMG Marks. Underwriter may not use the name, logo, call letters, program names, host names, service names, or other marks of APMG, Minnesota Public Radio, Southern California Public Radio, or any APMG service in any press release, advertisement, social media post, website, marketing material, or other public communication without APMG’s prior written approval. Any approved use must follow APMG’s brand guidelines and may be revoked by APMG at any time. Underwriter may not distribute, display, or provide any handouts, flyers, signage, promotional items, or other materials referencing its relationship with APMG publicly, or at or in connection with any APMG event, or any event at which APMG is present or participating, without APMG’s prior written approval.
9. Indemnity. Underwriter will defend, indemnify, and hold harmless APMG and its affiliates, officers, directors, employees, agents, and representatives from and against any third-party claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of Underwriter’s breach of the Agreement, Underwriter’s materials, Underwriter’s products or services, or Underwriter’s violation of applicable law or third-party rights.
10. Term; Termination. The Agreement begins when accepted by both parties and continues through the end of the campaign, season, or benefit period stated in the applicable order, unless terminated earlier under the Agreement. APMG may terminate the Agreement immediately if continued performance may violate law, FCC requirements, APMG policy, editorial standards, donor standards, or APMG’s noncommercial public media mission.
11. Independent Contractors; No Exclusivity. The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, fiduciary relationship, sponsorship exclusivity, category exclusivity, or employment relationship. APMG may accept support from other underwriters, sponsors, donors, advertisers, or partners, including organizations that may compete with Underwriter, unless the applicable order expressly states otherwise.
12. Governing Law; Entire Agreement. The Agreement is governed by the laws of the state identified in the applicable order, or if no state is identified, the laws of Minnesota, without regard to conflict-of-law rules. The Agreement is the entire agreement between the parties about the underwriting support described in the applicable order and supersedes all prior discussions, proposals, and understandings on that subject. Any amendment must be in writing and accepted by both parties.