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*: محاسبه‌گر خط انتقال می‌تواند برای طراحی و تحلیل انواع متفاوت خط انتقال استفاده شود مانند ماکرواستریپ‌ها و کابل هم‌محور (coaxial cable).
the transmission line calculator can be used to design and analyze different types of transmission lines (e.g.

media airtime buying agreement this agreement made this ___day of ______ 2014 by and between kapul group of companies, having its registered office at house no. 15, street 11, taimani, kabul, afghanistan, hereafter called (“the agency”), represented by the ceo of the kapul group, nazifullah shaheen and one group, having its registered office at house no.---------------------------------------------------------, kabul, afghanistan, hereafter called (“the broadcaster”), represented by the ceo of the group one, ---------------------------- whereas: kapul group and one group are desirous of entering into a commercial relationship. the agency is engaged in the business of providing brand communication advisory services and solutions, planning and buying media spots for advertising and related activities to various clients in afghanistan, pakistan and other countries including but not limited to release of advertising material and commercial administration and processes. one group, is engaged in the business of broadcast operations through its tv channel, 1tv in afghanistan. kapul group and one group have agreed to enter into an agreement for advertising on the television network, 1tv of one group the parties to this agreement shall be individually referred to as agency and braodcaster respectively and shall be referred to as the “parties” collectively. agency has agreed to place and broadcaster has agreed to telecast advertisements of the brands and products of various advertisers (clients of the agency) on the negotiated rates, terms and conditions as set out below. agency conveys and broadcaster appreciates that timely and regular telecasting of the advertisements as per the schedule released by agency is critical to the success of the brands and business of the advertisers. broadcaster conveys and agency acknowledges that timely and regular release of advertising materials, release orders and payments to the broadcaster are critical to the success of the business of the broadcaster. the parties agree to the terms and conditions as set out below : 1. the parties agree to the general terms and conditions to the agreement attached in annexure 1. 2. the parties agree to the rates, entitlements and other commercial terms as set out below and sponsorships and other entitlements, if any. 3. the terms and conditions and the rates and entitlements will prevail during the term of this agreement . 4. the parties hereto shall not be entitled to unilaterally change, alter or modify any terms and conditions and/or rates and/or entitlements. any revision or amendment or modification shall be mutually discussed and agreed by all the parties in writing. 5. this agreement represents the entire understanding between the parties and supersedes any and all previous discussions, correspondence, understandings and communications (whether written or oral) between the parties with respect to the subject matter hereof. this agreement may not be amended, supplemented or otherwise modified, except by an instrument in writing signed by all the parties. in witness whereof the parties hereto have hereunto executed these presents at the hands through their duly authorized representatives on the day and year first herein above written. annexure 1 general terms and conditions 1 definitions the following words and expressions shall, unless the context otherwise requires, have the following meanings: i. “agency” shall have meaning assigned to it as per the relevant clause of the principal terms of the agreement between the parties. ii. “broadcaster” shall have meaning assigned to it as per the relevant clause of the principal terms of the agreement between the parties. iii. “channels” shall mean the specific tv channel which is broadcasted by the broadcaster and on which the agency desires to advertise the products, services and/or brands of its clients. iv. “commercials” shall mean the advertisements(s) on the time slot of the channel covered by this agreement. v. “spots” shall mean time or program slots for advertisements on the channels occupying the full tv screen vi. “other advertising slots” shall mean time or program slots for advertisements occupying part of tv screen such as scrollers, pip, logo placement, clients’ product placement in the programs, web banners on channels website etc as define and agreed between agency and broadcaster from time to time. vii. “delivery material" shall mean one dvds or digital betacam cassette or the medium of the advertisement of technical specifications as provided by broadcaster and as amended from time to time. viii. “advertising commercials airtime” shall mean the actual duration and times for which advertisements are aired. ix. “rates” shall mean the rates and prices as agreed and contained in clause 3 of the principal terms of the agreement. x. "entitlements" shall have meaning assigned to it as per the relevant clause 3 of the principal terms of the agreement between the parties. xi. “sponsorships” shall have meaning assigned to it as per the relevant clause of the principal terms of the agreement between the parties. xii. “product(s)” shall mean the products and/or services manufactured and/or provided and/or marketed by the clients of the agency. xiii. “advertisement commercials” shall mean the advertisement on the agreed time slots or programs on the channels as provided in the agreement. xiv. “release/traffic order” shall mean the document providing details of advertisements to be aired such as time /slot, duration, caption, brand name, rate etc. 2 booking & scheduling the agency shall book advertisements of various advertisers for their products/brands and shall advise such booking through a release order to be sent in writing to broadcaster. the broadcaster shall telecast the advertisements booked by agency as per the activity schedule desired by the clients of the agency through the release/traffic order. in the exceptional event that broadcaster is not able to carry the spots on a particular slot or as per the release order, broacaster shall intimate agency within 4 working hours of receiving the release orders. all such spots which are not carried by broadcaster shall be made good 24 hours of such non-carriage in the same time slot as the original spot so missed or not carried after taking prior approval from agency. any alternate schedule shall be carried by the broadcaster only with the prior approval of the agency. the agency may reschedule the spots with a minimum of 1 day notice and the broadcaster shall, at its sole discretion, agree to rescheduling. once the broadcaster has agreed to the rescheduling the revised schedule shall be deemed as the original schedule. the agency undertakes and warrants that the spots booked for advertising commercials for the brands and products shall be of duration in multiple of 5 [five] seconds. the broadcaster shall, at its sole discretion, accept commercials shorter than 5 [five] seconds duration for telecast. the broadcaster may, at its sole discretion, refuse to carry any advertisement or commercial that is found to be violating any laws in force at the relevant time. the agency may, at its sole discretion, cancel its advertising commercials spots on a particular slot or across all slots if any of the programs aired by the broadcaster is found to be violating any laws in force at the relevant time or any actions by the broadcaster which tantamount to any unfair / monopolistic or restrictive trade practice. the agency and the broadcaster agree that spots will run as per the release/traffic order and the airing will be verified by the 3rd party media tracking and monitoring company. 3 consideration the consideration for advertising commercials air-time and the other entitlements agreed by the parties shall be binding during the term of the agreement, unless otherwise expressively agreed in writing between the agency and the broadcaster. broadcaster agrees to make good the pro-rata value in the event of significant distribution reduction due to either blocking of advertisements or programmes by cable operator/s or power failures. all rates and prices covered by this agreement are inclusive of 2.5% agency or credit notes for free minutes (in prime and non-prime time) for the agency. agency can utilize the free minutes, for any of its clients, in the same contract year or the following year depending upon the understanding between the agency and the broadcaster. the contract is for one year i.e. from 15th january 2014 to 14th january 2015. the agency plans to spend from us $150,000/ to us $ 175,000/ with the broadcaster during the period of contract for running the advertising campaigns of its various national and international clients. the minimum committed annual spend is us $ 150,000/. the broadcaster has offered following airtime, entitlements and sponsorships to the agency against the commitment of annual minimum us $ 150,000/ to the range of us $175,000 spending: commercial airtime prime time: non-prime time: sponsorships promos scrolls web banners logo on screen free minutes prime time: non-prime time: agency agrees to fulfil the value commitment under this agreement in entirety within the term/period, failing which the advertiser shall be liable to pay the broadcaster 5% of the unfulfilled portion of the commitment without any commensurate utilization of air-time/spots/entitlements. 4 invoicing the broadcaster shall raise an invoice, advertiser/brand wise, in the name of the agency in respect of the advertising commercials air-time and/or entitlements utilised by the agency at the end of every calendar month or at any other frequency agreed in the principal terms of the agreement. the invoices so raised will be based on rates and prices agreed between the broadcaster and agency in writing. the same agreed rates will be applicable to all the advertisers (clients of the agency). for invoices to be considered valid for payment, the invoices shall contain all relevant details viz. company name, brand name, commercial caption, duration of the commercial, advertising commercials rate, payable amount, date and time of airing, agency commission and taxes. invoices are not the proof of telecast of spots and broadcaster will provide proof of telecast of spots as per release/traffic order. upon request of the agency, the broadcaster will provide a summary of the spots aired on weekly basis. the agency and the clients of agency reserves the complete right to get the airing of spots and other entitlements checked through independent media tracking and monitoring company. the agency will cross check the airing report of the broadcaster (attached with the invoice) with the media tracking and monitoring report of independent company for that particular duration. in case of any dispute, discrepancy and/or deviation, the agency will inform the broadcaster and the parties shall mutually resolve such disputes regarding non-airing through a reconciliation of the two information sets and mutual discussion. after reconciliation of such droppages, deviations etc, the broadcaster will bring the changes in invoice as payment will be made for those spots only which has been aired as per release/traffic order. invoices will be sent by the broadcaster no later than 15 days after the end of the calendar month. in case of incorrect and/or incomplete invoices the receipt date will be taken as the date on which the corrected/revised invoices are submitted and acknowledged by the advertiser as being factually complete and correct in all respects. any discrepancies in the invoice shall be brought to the notice of broadcaster by the advertiser within thirty days of receipt of the invoice, in writing. on the expiry of the said period no such request shall be entertained by the broadcaster. the broadcaster shall raise a revised invoice or supplementary invoice or credit note as the case may be to rectify any discrepancies in the original invoice. the credit period of 75 days shall commence from the date of such revised bill. 5 payment terms the final invoice received by the agency will be paid within 80 days from the date of receiving the final/revised invoice. in case of disputed invoices (in part or whole), the entire invoice will remain pending until such time the dispute is resolved. the broadcaster and the agency undertake to resolve disputes within 30 days of receipt of the invoice. in the event of non payment of the invoices by the agency, the broadcaster shall have the express, irrevocable right to withhold any future carriage of advertising commercials spots and any future entitlements whether booked or not by the agency. any such an action on the part of the broadcaster shall not constitute breach of the agreement by the broadcaster. the broadcaster shall commence further activity on full settlement of the outstanding invoices or earlier at its sole discretion. the broadcaster shall not accept any payments made by cash. all payments to be made by account payable cheques or demand drafts drawn in favour of ‘broadcaster’ or any other party nominated in writing by the broadcaster to receive payments on its behalf. payments will be made by agency to broadcaster for 97.5% of the gross value of the invoices raised by broadcaster after deducting agency commission all payments will be made by agency after deduction of tax at source as per applicable laws and regulations. agency reserves the right to withhold payment in the event of a breach of any of the terms of this agreement by broadcaster. in the event of the breach of any of the terms of this agreement, agency may at its sole discretion agree the waiver of such a breach and make payments for the period under which the breach was done by broadcaster. 6 warranties, obligations and undertaking the parties warrant and undertake that throughout the term each of them has and will continue to have full authority to enter into this agreement and to undertake each and all of the particular obligations on their respective parts contained herein. the agency affirms that the contents of the advertisements provided to broadcaster for airing shall be in conformity with the laws prevailing in afghanistan the broadcaster undertakes and the agency consents that the broadcaster shall make recordings of the advertising material for archive in order to comply with the provisions of all applicable statutes and/or codes when required. the parties shall in the fulfilment of their obligations comply with all applicable laws, byelaws and regulations of the government and other concerned authorities. 7 termination this agreement is non-terminable unless agreed upon by the parties. notwithstanding anything contained herein, either party may terminate the agreement with a notice of 30 days to the other party only in the following circumstances- (a) if the other party commits a breach of any term of this agreement. (b) if an event of force majeure has lasted more than one month. 8 effect of termination in the event of termination due to force majeure, consideration due under the agreement shall be payable subject to other provisions of the agreement and shall be paid by the agency within 100 days of termination having come into effect or on the payable date as per this agreement whichever is earlier. in the event of termination due to force majeure, all the bookings of the advertising commercials shall stand cancelled with effect from 1 day of the date of the notice and no payments shall be made by the agency for any advertisements aired by the broadcaster beyond the 1 day. in the event of termination due to breach by either party, the parties shall not be liable to fulfil any obligations under this agreement, including but not limited to payments, sponsorships or other obligations to be fulfilled under this agreement. 9 intellectual property and trademarks broadcaster acknowledge that all the commercial and technical data, information, documentation made available by agency is the intellectual property of advertisers (clients of agency) and further that the advertisers are the absolute owner/ registered user of all trademarks, trade names, copyright, designs, artistic works in the data, information, documentation and other work made available or communicated or provided by the agency to the broadcaster. broadcaster shall not, at any time and under any circumstance: a. do anything which shall or may impair the right, title or interest of agency & advertisers in its intellectual property or create any right, title or interest therein or thereto adverse to the interest of advertisers ; b. use or permit the intellectual property of advertisers to be used by any person; c. use the intellectual property of advertisers with any other mark or marks or any other marks unless for the purpose of specific and limited use allowed under this agreement for sponsorships or promotion activities; d. infringe, copy, initiate or otherwise interfere with the intellectual property rights of advertisers or otherwise prejudice the same in any manner whatsoever agency acknowledges that broadcaster is the trademark owners and copyright owners or licensees for the programs aired on the channels. the agency shall not use or cause to be used the name and trademark of the programs, broadcaster, the channels or any other channels of broadcaster without prior written approval of broadcaster. in case broadcaster agrees to such use they shall have the sole right to specify the manner and the way in which the same shall be used by the agency. broadcaster acknowledges and agrees that advertisers (clients of agency) are the trademark owners and the copyright owners of the advertisements aired either by way of advertising or sponsorship. advertisers hereby grants, through the agency, to broadcaster the right to use advertiser’s logos and marks in the performance of its obligations under this agreement and in broadcasters ad sales marketing materials (eg: trade ad publications, promotions etc) and warrants that it has the authority to grant such rights. however, this limited licence is granted only for the purpose of fulfilling broadcasters obligations under this agreement and for no other purpose and the licence shall automatically get terminated on termination of this arrangement. the broadcaster shall not use or cause to be used the name and trademark of the advertisers or any other names and trademarks owned or licenced by the advertiser without prior written approval of advertisers though the agency, unless for the performance of obligations under this agreement. in case advertiser agrees to such use they shall have the sole right to specify the manner and the way in which the same shall be used by the broadcaster. 10 confidentiality the parties agree to keep the terms of this agreement strictly confidential at all times. except to the extent authorized by this agreement and any requirement under law, during the term and following the expiration or termination of the agreement, the parties shall not disclose, publish or make available any proprietary information including but not limited to rates, time bands, costs etc. to any third party and shall not sell, transfer or otherwise use or exploit any such proprietary information disclosed to them. 11 indemnity broadcaster owns the sole marketing rights and copyrights to all programs aired on the channels concerned and shall hold and continue to hold agency fully indemnified without any limit against any claim, cost, expenses, damages, and /or penalty that advertisers (clients of the agency) may suffer on account of the program in which their advertising commercials are aired and/or sponsorships of any program on the chann
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