Canadian Broadcasters Rights Agency Inc. Licence Agreement

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SECTION 7 – REPRESENTATIONS, WARRANTIES AND INDEMNITIES

7.1 The CBRA represents and warrants that:

1. it is a "collective society" as defined by the Copyright Act;
2. it has been authorized by the CBRA Broadcasters to act on their behalf and has the full right and power to conclude and execute this Agreement.

7.2 The CBRA shall defend, indemnify and hold harmless the Monitor, Government Users, directors, officers, employees, agents, successors, licensees and assigns from and against any and all claims, demands, loss, liability, costs, damage and expense including, without limitation, reasonable legal fees, that they may suffer or incur by reason of the breach of the representations and warranties made by the CBRA.

7.3 The Monitor represents and warrants that:

1. it has the full right and power to conclude and execute this Agreement;
2. having made diligent inquiry, the Monitor's reporting of Institutions engaged in media monitoring (as listed in Schedule B to this Agreement) and of CBRA Signals fixed by those Institutions (as listed in Schedule A to this Agreement) is accurate to the best of the Monitor's knowledge;
3. there were ten (10) or more Decentralized Monitors operating during the fiscal year 2005-2006.

7.4 The Monitor shall defend, indemnify and hold harmless the CBRA, the CBRA Broadcasters and their respective shareholders, directors, officers, employees, agents, successors, licensees and assigns from and against any and all claims, demand, loss, liability, costs, damage and expense including, without limitation, reasonable legal fees, that they may suffer or incur by reason of the breach of the warranties or representations made by the Monitor or the breach of any other material provision of this Agreement including, without limitation, the fixation, reproduction, use or exploitation of any material, performances, Excluded Items or Works not licensed to the Monitor by the CBRA under this Agreement that have been embodied on a CBRA Signal and/or by reason of the breach by any Government User of the Government User Terms.

7.5 Notwithstanding any indemnity that may be provided by the Monitor in accordance with this Agreement, the CBRA reserves all of its rights, on behalf of itself and the CBRA Broadcasters, to take action against any Government User who breaches any provision of the Government User Terms.

7.6 Any representations, warranties, agreements respecting Government Confidential Information and indemnities given by the parties in this Agreement shall survive the expiration or termination of this Agreement.

SECTION 8 – DEFAULT AND TERMINATION

8.1 Except in the case of termination pursuant to Sections 3.2 and 8.2, if either party breaches any material provision of this Agreement or if any representation or warranty made in this Agreement by either party is found to be false or incorrect or misleading in a material respect, by omission or otherwise, and such party fails to cure such breach within five (5) business days of receipt of the other party's notice of such breach, then, in addition to any other remedy available to it, the other party shall have the right to terminate this Agreement by written notice to the defaulting party.

8.2 This Agreement shall be automatically and immediately terminated as of the day immediately preceding the day the CBRA becomes insolvent, winds up, commits an act of bankruptcy, makes an assignment for the benefit its creditors, files for protection under the Companies Creditors Arrangement Act, winds up its affairs, ceases to carry on business or a receiver/manager is appointed for it or for substantial part of its property.

8.3 This Agreement may be terminated by the CBRA if, for any fiscal year of Term, the Monitor is operating fewer than ten (10) Decentralized Monitors, in which event the parties agree to negotiate in good faith for a new agreement.

8.4 This Agreement may be terminated by the Monitor if the competence of the CBRA to license the acts licensed pursuant to Section 2, or to require that such acts be licensed, is vacated by decision of the Copyright Board or a court of competent jurisdiction, provided that the Monitor shall not issue a notice of termination unless and until the time for applying for judicial review of such Copyright Board or court decision has expired with no application being commenced, or such decision is confirmed on judicial review, and on any subsequent appeal, or time for such appeal expires with no appeal being taken.

8.5 In the event of any valid termination of this Agreement, the Licence granted to the Monitor shall immediately be terminated without further formality and the Monitor shall have no further right or authority to exercise any of the rights granted under such Licence from the date of termination forward. 

8.6 In the event of any valid termination of this Agreement, the Monitor shall have no further obligations to payment of Royalties or reporting as set out in Sections 3 and 4, except that Royalties shall be payable to the date upon which this Agreement is terminated, and the reports required by Sections 3 and 4 shall correspondingly be provided to the termination date.

SECTION 9 – NOTICE

9.1 Any demand, notice or other communication required or permitted to be given in connection with this Agreement shall be given in writing and may be given by personal delivery, by mail or by transmittal by facsimile, the latter to be followed by a copy sent by mail, addressed to the recipient as follows:

or such other address or facsimile number as may be designated by notice by either party to the other in accordance with this Section.

9.2 Any communication given by personal delivery shall be conclusively deemed to have been given on the day of its delivery and, if given by mail, on the third (3^rd) business day following its deposit in the mail (provided that there is no interruption in postal service) and, if given by facsimile (provided there is a transmission confirmation report) , on the day of its transmittal.

SECTION 10 – GENERAL

10.1 Nothing in this Agreement shall make the parties partners or joint venturers and neither party may act as an agent for the other or make any representation or incur any obligation on behalf of the other.

10.2 Time is of the essence of this Agreement.

10.3 No provision of this Agreement may be waived except by written instrument signed by the parties to this Agreement.  Any waiver of any breach of this Agreement shall not operate as a waiver of any other breach or subsequent breach of the same or any other provision of this Agreement.  The failure of either party at any time to exercise any of its rights under this Agreement shall not operate as a waiver of that party's right to exercise its rights at any other time.

10.4 The section headings contained in this Agreement are for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

10.5 If any part, term or provision of this Agreement shall be invalid or unenforceable, the validity or enforceability of the remaining parts, terms and provisions shall not be affected thereby, and the rights and obligations of the parties shall be construed as if the Agreement did not contain the invalid or unenforceable part, term or provision.

10.6 This Agreement embodies the entire agreement of the parties with regard to the matters dealt with in this Agreement and supersedes all prior agreements, understandings, negotiations and discussions between them and between the Monitor and all of the CBRA Broadcasters, whether oral or written.  Notwithstanding the above, any agreement between the Monitor and an individual CBRA Broadcaster requires a written termination signed by both parties and neither such termination nor this Agreement may take effect with respect to such CBRA Broadcaster until 30 days after the date of this Agreement.  There are no warranties, representations or other agreements made between the parties in connection with the subject matter to this Agreement except as specifically set forth in this Agreement.  This Agreement cannot be modified except by agreement in writing signed by both parties. 

10.7 Each of the parties agrees to make, execute, deliver or cause to be done, executed and delivered all such further acts, documents and things as the other party may reasonably require for the purposes of giving effect to this Agreement.

10.8 The rights and obligations under this Agreement may not be assigned, transferred or conveyed without prior written consent.  This Agreement shall be binding upon the parties' successors and permitted assigns.

10.9 This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, and the Parties hereby attorn to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any legal proceedings arising under this Agreement.

10.10 This Agreement may be executed by the parties in counterparts and each originally executed counterpart shall be considered an original copy of the Agreement.

IN WITNESS WHEREOF the parties to this Agreement, effective as of April 1, 2009, have affixed the signatures of their duly authorized officers

CANADIAN BROADCASTERS RIGHTS AGENCY INC. / AGENCE DE DROITS DES RADIODIFFUSEURS CANADIENS INC.

By: Grant Buchanan

Title: President, CBRA

Date signed: March 31, 2009

HER MAJESTY THE QUEEN IN RIGHT OF CANADA AS REPRESENTED BY THE PRESIDENT OF THE TREASURY BOARD

By: The Honourable Vic Toews

Title: President of the Treasury Board of Canada

Date signed:  December 11, 2009

SCHEDULE A

Canadian Broadcasters Rights Agency Member Stations

Call Sign/Station Name	Broadcaster
APTN	Aboriginal Peoples Television Network
CFRB Radio	Astral Media Inc., Le Groupe de Radiodiffusion
CHAN-TV-1 CHEK CIII-TV-6 CJNT	CanWest Global
CHML Radio CHMP Radio CJOB Radio CKNW Radio	Corus Entertainment Inc.
CFCF-TV CFTO-TV CHRO-TV CIVT-TV CJCH-TV CJOH-TV NewsNet	CTV Television Inc.
VOCM Radio	Newcap Broadcasting
CFGS-TV CHOI Radio CHOT-TV	Radio-Nord Communications
CITY-TV CJMT-TV OMNI.2 CKVU	Rogers Broadcasting Limited
CFTM LCN	Le Groupe TVA

SCHEDULE B

Monitor

[Institutions of the Government of Canada currently known to be monitoring]

Institutions of the Government of Canada

1. Agriculture and Agri-Food Canada
2. Canada Border Services Agency
3. Canada Revenue Agency
4. Canadian Security Intelligence Service
5. Canadian Heritage
6. Citizenship and Immigration Canada
7. Environment Canada
8. Finance Canada
9. Fisheries and Oceans Canada
10. Foreign Affairs and International Trade Canada
11. Library of Parliament
12. National Defence
13. Office of the Auditor General of Canada
14. Privy Council Office
15. Public Safety Canada
16. Royal Canadian Mounted Police

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