Exhibit 10-3
AGREEMENT BETWEEN
GANNETT TELEVISION and CTR PRODUCTIONS, INC.
AGREEMENT made and entered into as of the third day of
January, 1995, by and between Gannett Television, ("Gannett")
with its principal office at 1100 Wilson Blvd. Arlington,
Virginia, and CTR Productions, Inc. ("Producer"), a corporation
organized under the laws of Washington, D.C., with its principal
office at 3116 Fessenden Street, NW, Washington, DC 20008.
WITNESSETH:
1. Producer agrees to cause Carl T. Rowan ("Artist") to
render the services hereinafter required of Artist in a timely
and professional manner in accordance with all terms, provisions
and conditions hereof.
2. Producer shall require Artist to appear live, or by
Artist's recorded performance, in the weekly news analysis series
entitled INSIDE WASHINGTON ("the Series"), or in the same program
series under a different title, for a total of 44 appearances a
year. Reappearances for retapings or live broadcasts shall not
constitute an appearance to be counted against the agreed upon
total of 44 appearances.
Artist will provide Gannett with adequate advance
notice of the dates which he will not appear on the Series.
3. This Agreement shall be in effect for a consecutive
period of two (2) years, commending January 1, 1995 and
continuing through December 31, 1996.
4. Gannett agrees to pay to Producer, and Producer agrees
to accept as full consideration for all services to be rendered
by Producer and Artist hereunder and all rights granted to
Gannett hereunder:
a. For the first year of this Agreement, January 1,
1995-December 31, 1995, the sum of Two Thousand Six Hundred
Dollars ($2,600) per appearance, for a total of One Hundred
Fourteen Thousand Dollars ($114,000), payable in equal monthly
installments; and
b. For the second year of this Agreement, January 1,
1996-December 31, 1996, the sum of Two Thousand Eight Hundred
Dollars ($2,800) per appearance, for a total of One Hundred
Twenty-Three Thousand Two Hundred Dollars ($123,200), payable in
equal monthly installments.
c. All checks are to be made payable to CTR
Productions, Inc., 3116 Fessenden Street, NW, Washington, DC
20008.
5. If this Agreement is terminated by Gannett, for any reason,
before the end date of this Agreement, Producer will be entitled
to receive a lump sum severance payment equal to the entirety of
the remaining salary due under the terms of this Agreement.
6. In addition to the foregoing payments, Gannett shall
disburse to Producer each month during the Term such sum as
Gannett would otherwise be required to contribute to the pension
and welfare fund of the American Federation of Television and
Radio Artists ("AFTRA") on behalf of Artist. Producer hereby
expressly assumes the obligation to remit such sum, in turn, to
AFTRA, and hereby agrees to indemnify and hold harmless Gannett
from any accountability therefor.
7. Producer warrants, represents and agrees that Artist is and
will remain a member in good standing of AFTRA throughout the
Term.
8. Producer warrants, represents and agrees that Producer
and/or Artist shall be responsible for such tax obligations as
may arise pursuant hereto, and that Producer and Artist will hold
Gannett harmless respecting all such tax obligations.
9. It is understood and agreed that, in consideration of the
sums to be remitted by Gannett to Producer, Gannett shall have
the right in perpetuity to broadcast or cause to be broadcast and
rebroadcast on television, cable and radio any of the appearances
and performances rendered by Artist hereunder without payment of
any additional sums and without frequency or territorial
limitation.
10. Producer and Artist agree that during the Term, or any
extension thereof, Artist's services on radio and television will
be exclusive to Gannett, provided, however, that Gannett agrees
that Artist shall be permitted to appear on competing and other
radio and television stations or programs for the purpose for
publicizing and promoting books and other publications authored
by Artist, or to promote Project Excellence, Artist's scholarship
program. Further, this Agreement will in no way limit Artist's
ability to continue indefinitely in whatever form Artist desires,
the regularly scheduled radio programs Artist currently performs
under sponsorship of the K-Mart Corporation, and, further, Artist
is in no way prohibited under this Agreement from appearing, as a
guest commentator, at Artist's sole discretion, on national
network originated news interview programs such as MEET THE
PRESS, THIS WEEK WITH DAVID BRINKLEY, and FACE THE NATION.
11. Producer certifies that Artist is entirely familiar with the
provisions of Section 317 and 508 of the Federal Communications
Act of 1934, as amended, certifies that Artist recognizes
Artist's responsibilities and personal liabilities thereunder,
and warrants that Artist will fully comply therewith throughout
the Term.
12. Neither Producer nor Gannett may assign this Agreement
without the prior written consent of the other.
13. This agreement sets forth the entire agreement and
understanding of the parties, and supersedes any prior or
contemporaneous understandings and agreements, whether written or
oral, with respect to the subject matter herein, and may only be
modified by a written instrument duly executed by each party.
IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound hereby, have executed and delivered this Agreement
as of the date first set forth above.
CTR Productions, Inc. Gannett Television
By s/ Carl T. Rowan By s/ Ronald Townsend
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Carl T. Rowan Ronald Townsend
President President
1/3/95 1/30/95
CERTIFICATE
In consideration of Gannett Television entering into that
certain agreement ("Agreement") of January 3, 1995 with CTR
Productions, Inc., I, Carl T. Rowan, do hereby consent, confirm
and agree as follows:
1. That CTR Productions, Inc. ("Producer") has full power
and authority from me to enter into the Agreement and obligate me
to perform the services required of me thereunder, and to grant,
release and assign any rights, property and interest as set forth
in the Agreement.
2. That all representations and warranties made by
Producer in the Agreement concerning me are true and correct as
of the date hereof.
3. That I shall comply with all terms and conditions of
the Agreement, and shall faithfully fulfill by responsibilities
and obligations thereunder to the best of my ability.
4. That all monies due under the Agreement are to be
remitted directly and solely to Producer, and that the remission
of such monies to Producer in accordance with the Agreement will
relieve and discharge Gannett Television of any obligations it
might otherwise have to me, to AFTRA, and/or any other entity by
reason of the services to be rendered to me under the Agreement.
s/ Carl T. Rowan
----------------
Carl T. Rowan
Date: January 3, 1995