contract
PUBLISHING AGREEMENT
The Ohio State University Lantern/Media Network of Central Ohio
This Publishing Agreement (the "Agreement") is entered into this day of May, 2012 by and between Media Network of Central Ohio, with offices at 22 N. First Street, Newark, Ohio 43055,
("MNCO") and The Ohio State University, on behalf of The Lantern, with offices at 242 W. 18lh
Avenue, Columbus, OH 43210 ("OSU"), with an effective transition date of July 1,2012. MNCO and OSU are sometimes referred to in this Agreement as the "Parties" and individually referred to as "Party."
WHEREAS, OSU publishes a campus/student newspaper titled, "The Lanterrt' and "TheLantern.com" website; and
WHEREAS, the Parties intend that MNCO shall perform printing, distribution, web hosting, email distribution, advertising sales, billing and collection services for The Lantern; NOW THEREFORE, the Parties agree as follows:
1. Publication. The Lantern and TheLantern.com will continue to serve the student, faculty, staff, alumni and neighboring populations of The Ohio State University. 2.
Responsibilities of the Parties.
a.
OSU. The student and professional staff of The Lantern shall perform all content gathering (including writing of stories, articles, editorials, and photography), editing and design for print, during the academic year (per Schedule A) and online versions, during the academic year with periodic postings during summer semester, of The Lantern. Editorial control will remain solely with the staff of The Lantern. Content will be provided in a format and by a deadline mutually agreed upon by the Parties. The size of the printed product shall be not less than eight (8) pages. On average, each issue shall contain 40% advertising content and 60% editorial content.
OSU will be responsible for electronic submission of finished pages (excluding ads) to MNCO's production facility based on mutually agreed-upon deadlines.
OSU will provide the use of suitable office space of no more than 1,000 square feet with wireless connectivity for students and MNCO sales staff. OSU will assist in recruitment of students for advertising sales positions by placing unpaid advertisements in The Lantern and introducing MNCO to OSU's Student Financial Aid web site for posting external student positions. OSU will provide access to all historical advertising data, including account contact information and will support transition of any current The Lantern advertising systems to MNCO advertising systems. Existing advertising accounts
receivable and bad debts, as of the effective transition date, do not transfer to MNCO.
#88622
OSU shall assist with transfer of the current hosting agreement between College Publisher, Inc. and OSU to MNCO.
OSU shall also assist with transfer of the current advertising agreement, between College Billboard Network and OSU, to MNCO regarding the racks utilized for distribution of The Lantern.
b.
MNCO. MNCO will perform all printing and distribution, including necessary management and staffing, for The Lantern. As provided herein, MNCO will set advertising rates, sell advertising, and retain all advertising sales and distribution revenue relating to The Lantern. MNCO shall be solely responsible for all billing and collections relating to such revenue. MNCO shall further be solely responsible for implementing, managing and maintaining the advertising sales force of The Lantern.
MNCO shall ensure that no such advertising advocates illegal action, promotes activities that are detrimental or damaging to OSU, or may be reasonably construed as defamatory, invasive of privacy, fraudulent or obscene.
MNCO acknowledges that OSU has entered into certain exclusive affiliation or sponsorship agreements, including existing agreements with Coca-Cola for beverage products, Nike for
OSU apparel products, IMG Communications, Inc. for OSU athletics sponsorships, and
Huntington National Bank for consumer financial services. MNCO agrees that it shall not solicit nor include any rack signage that conflict s with any OSU exclusivity agreement or other OSU contractual obligation to any such third party. To minimize any impact on its sales activities, MNCO may contact the OSU Office of Trademark & Licensing Services to confirm that no conflicts exist with potential advertisers.
MNCO will continue the current print publishing cycle and distribution schedule of The
Lantern as a free newspaper to campus and dealer locations at least four days per week (Monday through Thursday) during the academic semesters, with additional Friday weekend editions during home OSU football games during the college football season. The delivery shall be performed between 5:00 AM to 8:00 AM. Attached as Schedule A. is
OSU's academic calendar with the publishing dates highlighted. Distribution of not less than 14,000 copies will be maintained to approximately 300 on-campus and off-campus
locations as mutually agreed upon by the Parties. MNCO shall maintain daily return data
for each site upon which to base distribution adjustments. The newspaper racks will be maintained and replaced by MNCO as needed. In the event MNCO replaces any newspaper racks, such racks shall remain the property of MNCO upon termination of this Agreement.
MNCO will host TheLantern.com (the online version) via College Publishing, Inc. or
MNCO's server. Any variance in the publishing cycle shall be mutually agreed upon by the Parties. MNCO's service level policies (to be provided) shall apply to the hosting of TheLantern.com. Advertising may not appear on the web site in the form of pop-ups, or auto play audio/video. #88622
The first issue of The Lantern, to be produced by MNCO, shall be Buckeye Bound on August 1, 2012 and the regular Lantern edition beginning with the August 20, 2012 issue. MNCO shall commence displaying TheLantem.com on
, 2012.
MNCO agrees to run editorial recruitment ads for OSU at no charge, as well as other advertisements promoting The Lantern's products, as mutually agreed upon.
3.
Term. a.
The Term of this Agreement will be three (3) years beginning July 1. 2012 through June 30, 2015. The Agreement may be renewed for one additional 3 year term upon mutual
written agreement of the Parties, not less than 90 days prior to the expiration of the initial term.
b.
Either Party may suspend performance and/or terminate this Agreement if the other Party
breaches any of its material obligations under this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice of such breach. c.
Either Party may terminate this Agreement, without cause, at any time upon ninety (90) days written notice to the other Party.
4.
Compensation.
a.
MNCO will pay OSU a monthly fee for the content, for the period of September through
June of each contract year. This fee shall be $274,000 for the period of July 1, 2012 through June 30, 2013 ($27,400/month); $279,480 for the period of July 1, 2013 through June 30,2014 ($27,948/month); and $285,070($28,507/month) for the period of July 1, 2014 through June 30, 2015. b.
MNCO will set advertising rates, sell advertising, and retain all advertising sales and distribution revenue.
c.
Any costs related to additional adjustments requested by OSU will be paid to MNCO pursuant to a written agreement by the Parties.
d.
Payments shall be due and payable pursuant to the payment schedule established by the Parties.
e.
MNCO reserves the right to renegotiate with OSU the terms of the Agreement if the production of The Lantern does not generate a net profit during any ten (10)-month period. The Parties agree to negotiate in good faith upon such request.
5. 3
Insurance. #88622
OSU will maintain sufficient liability insurance to cover reasonable losses or damages arising out of the content of The Lantern or TheLantern.com provided hereunder. MNCO may access
evidence of such insurance by accessing the following URL website: http://www.marsh.com/moi?client=1945.
Notwithstanding anything to the contrary herein.
OSU shall have the right to elect to self-insure for the amount of liability coverage OSU is required to carry hereunder.
OSU's property while in the care, custody and control of MNCO is insured by MNCO against perils including fire, vandalism, and sprinkler leakage. Although MNCO carries such insurance in amounts considered reasonable for its normal business, if the value of OSU' s property (other than the paper of printed stock) should substantially increase or be of unusual value, OSU will provide its own coverage of such property. 6.
Infringement and Third Party Interests. OSU represents that none of the matter or content
furnished to MNCO for reproduction violates or shall violate the proprietary interest of any third party. OSU shall be responsible for any claim, demand, cause of action or liability as may be determined by a court of competent jurisdiction based upon any third-party claim that MNCO's
use of content provided by OSU hereunder infringes any third-party property interest, but such obligation may be reduced to the extent that MNCO's use of the content is not in accordance with this Agreement and such use results in a violation of such third party rights. MNCO agrees to give OSU prompt notice of any such claim or demand.
MNCO represents that none of the advertising it accepts or publishes hereunder knowingly
violates or shall knowingly violate the proprietary interest of any third party. MNCO shall be responsible for any claim, demand, cause of action or liability as may be determined by a court of competent jurisdiction based upon any third-party claim that advertising accepted or
published by MNCO hereunder infringes any third-party proprietary interest. MNCO agrees to give OSU prompt notice of any such claim or demand.
7.
Limitation of Liability. In the event the work and/or services provided by MNCO is defective or delayed due solely to the fault of MNCO, MNCO shall be liable for direct and documented damages arising from such defect or delay (including, but not limited to, reprinting and redistribution, including paper and ink), but shall not be liable for indirect, special or consequential damages, including, but not limited to, lost profits or business. MNCO shall have
no liability if the work or services cannot be performed due solely to (i) OSU's delay in providing content; (ii) OSU's negligence or other failure to perform; or (Hi) OSU's uncured breach of this Agreement.
8.
Independent Contractors. For the purposes of this Agreement, the Parties are independent contractors and not partners nor is a joint venture being created.
Neither Party will have the
power to bind the other Party in any contract or liability with a third party. Each Party retains
the right to perform similar or different services for others, or to enter into similar agreements with third parties during the term of this Agreement. Any additional personnel performing the
services under this Agreement for MNCO on behalf of OSU shall not be employees of OSU #88622
and shall at all times be under MNCO's exclusive direction and control.
MNCO shall pay all
wages, salaries and other amounts due such personnel including, but not limited to, social security taxes, income tax withholding, unemployment insurance and worker's compensation insurance.
9.
General. This Agreement: (a) is the complete agreement of the Parties concerning the subject matter hereof and supersedes any prior such agreements (with the exception of the existing Mutual Non-Disclosure Agreement between Parties, which shall remain in full force and
effect); (b) may not be amended or in any manner modified except in a writing signed by the Parties; and (c) shall be governed by and construed in accordance with the laws of the State of Ohio without regard to its choice of law provisions.
If any provision of this Agreement is
found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the Parties as expressed herein. 10. Waiver of Jury Trial. The Parties specifically waive any right to trial by jury in any court with
respect to any contractual, tortious or statutory claim, counterclaim or cross claim against the other arising out of or connected in any way to the project or this Agreement because the Parties hereto, both of whom are represented by counsel, believe that the complex commercial and professional aspects of their dealing with one another make a jury determination neither desirable nor appropriate.
11. Assignment. The Agreement may not be assigned by either Party except with the prior written
consent of the other Party. In the event of any assignment, this Agreement and the terms, covenants and conditions set forth herein shall inure to the benefit of and will be binding on the
Parties hereto and their respective successors in interest and assigns. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date below. MEDIA NETWORK OF CENTRAL OHIO
By: William Albrecht, President
OHIO STATE UNIVERSITY
Bv:
^j
Geoffrey Sonatas', Sr. Vice President for Business & Finance and CFO
Date:
Date:
888622
Schedule A
[to be attached]
#88622
The Ohio State University Lantern/Media Network of Central Ohio
This Publishing Agreement (the "Agreement") is entered into this day of May, 2012 by and between Media Network of Central Ohio, with offices at 22 N. First Street, Newark, Ohio 43055,
("MNCO") and The Ohio State University, on behalf of The Lantern, with offices at 242 W. 18lh
Avenue, Columbus, OH 43210 ("OSU"), with an effective transition date of July 1,2012. MNCO and OSU are sometimes referred to in this Agreement as the "Parties" and individually referred to as "Party."
WHEREAS, OSU publishes a campus/student newspaper titled, "The Lanterrt' and "TheLantern.com" website; and
WHEREAS, the Parties intend that MNCO shall perform printing, distribution, web hosting, email distribution, advertising sales, billing and collection services for The Lantern; NOW THEREFORE, the Parties agree as follows:
1. Publication. The Lantern and TheLantern.com will continue to serve the student, faculty, staff, alumni and neighboring populations of The Ohio State University. 2.
Responsibilities of the Parties.
a.
OSU. The student and professional staff of The Lantern shall perform all content gathering (including writing of stories, articles, editorials, and photography), editing and design for print, during the academic year (per Schedule A) and online versions, during the academic year with periodic postings during summer semester, of The Lantern. Editorial control will remain solely with the staff of The Lantern. Content will be provided in a format and by a deadline mutually agreed upon by the Parties. The size of the printed product shall be not less than eight (8) pages. On average, each issue shall contain 40% advertising content and 60% editorial content.
OSU will be responsible for electronic submission of finished pages (excluding ads) to MNCO's production facility based on mutually agreed-upon deadlines.
OSU will provide the use of suitable office space of no more than 1,000 square feet with wireless connectivity for students and MNCO sales staff. OSU will assist in recruitment of students for advertising sales positions by placing unpaid advertisements in The Lantern and introducing MNCO to OSU's Student Financial Aid web site for posting external student positions. OSU will provide access to all historical advertising data, including account contact information and will support transition of any current The Lantern advertising systems to MNCO advertising systems. Existing advertising accounts
receivable and bad debts, as of the effective transition date, do not transfer to MNCO.
#88622
OSU shall assist with transfer of the current hosting agreement between College Publisher, Inc. and OSU to MNCO.
OSU shall also assist with transfer of the current advertising agreement, between College Billboard Network and OSU, to MNCO regarding the racks utilized for distribution of The Lantern.
b.
MNCO. MNCO will perform all printing and distribution, including necessary management and staffing, for The Lantern. As provided herein, MNCO will set advertising rates, sell advertising, and retain all advertising sales and distribution revenue relating to The Lantern. MNCO shall be solely responsible for all billing and collections relating to such revenue. MNCO shall further be solely responsible for implementing, managing and maintaining the advertising sales force of The Lantern.
MNCO shall ensure that no such advertising advocates illegal action, promotes activities that are detrimental or damaging to OSU, or may be reasonably construed as defamatory, invasive of privacy, fraudulent or obscene.
MNCO acknowledges that OSU has entered into certain exclusive affiliation or sponsorship agreements, including existing agreements with Coca-Cola for beverage products, Nike for
OSU apparel products, IMG Communications, Inc. for OSU athletics sponsorships, and
Huntington National Bank for consumer financial services. MNCO agrees that it shall not solicit nor include any rack signage that conflict s with any OSU exclusivity agreement or other OSU contractual obligation to any such third party. To minimize any impact on its sales activities, MNCO may contact the OSU Office of Trademark & Licensing Services to confirm that no conflicts exist with potential advertisers.
MNCO will continue the current print publishing cycle and distribution schedule of The
Lantern as a free newspaper to campus and dealer locations at least four days per week (Monday through Thursday) during the academic semesters, with additional Friday weekend editions during home OSU football games during the college football season. The delivery shall be performed between 5:00 AM to 8:00 AM. Attached as Schedule A. is
OSU's academic calendar with the publishing dates highlighted. Distribution of not less than 14,000 copies will be maintained to approximately 300 on-campus and off-campus
locations as mutually agreed upon by the Parties. MNCO shall maintain daily return data
for each site upon which to base distribution adjustments. The newspaper racks will be maintained and replaced by MNCO as needed. In the event MNCO replaces any newspaper racks, such racks shall remain the property of MNCO upon termination of this Agreement.
MNCO will host TheLantern.com (the online version) via College Publishing, Inc. or
MNCO's server. Any variance in the publishing cycle shall be mutually agreed upon by the Parties. MNCO's service level policies (to be provided) shall apply to the hosting of TheLantern.com. Advertising may not appear on the web site in the form of pop-ups, or auto play audio/video. #88622
The first issue of The Lantern, to be produced by MNCO, shall be Buckeye Bound on August 1, 2012 and the regular Lantern edition beginning with the August 20, 2012 issue. MNCO shall commence displaying TheLantem.com on
, 2012.
MNCO agrees to run editorial recruitment ads for OSU at no charge, as well as other advertisements promoting The Lantern's products, as mutually agreed upon.
3.
Term. a.
The Term of this Agreement will be three (3) years beginning July 1. 2012 through June 30, 2015. The Agreement may be renewed for one additional 3 year term upon mutual
written agreement of the Parties, not less than 90 days prior to the expiration of the initial term.
b.
Either Party may suspend performance and/or terminate this Agreement if the other Party
breaches any of its material obligations under this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice of such breach. c.
Either Party may terminate this Agreement, without cause, at any time upon ninety (90) days written notice to the other Party.
4.
Compensation.
a.
MNCO will pay OSU a monthly fee for the content, for the period of September through
June of each contract year. This fee shall be $274,000 for the period of July 1, 2012 through June 30, 2013 ($27,400/month); $279,480 for the period of July 1, 2013 through June 30,2014 ($27,948/month); and $285,070($28,507/month) for the period of July 1, 2014 through June 30, 2015. b.
MNCO will set advertising rates, sell advertising, and retain all advertising sales and distribution revenue.
c.
Any costs related to additional adjustments requested by OSU will be paid to MNCO pursuant to a written agreement by the Parties.
d.
Payments shall be due and payable pursuant to the payment schedule established by the Parties.
e.
MNCO reserves the right to renegotiate with OSU the terms of the Agreement if the production of The Lantern does not generate a net profit during any ten (10)-month period. The Parties agree to negotiate in good faith upon such request.
5. 3
Insurance. #88622
OSU will maintain sufficient liability insurance to cover reasonable losses or damages arising out of the content of The Lantern or TheLantern.com provided hereunder. MNCO may access
evidence of such insurance by accessing the following URL website: http://www.marsh.com/moi?client=1945.
Notwithstanding anything to the contrary herein.
OSU shall have the right to elect to self-insure for the amount of liability coverage OSU is required to carry hereunder.
OSU's property while in the care, custody and control of MNCO is insured by MNCO against perils including fire, vandalism, and sprinkler leakage. Although MNCO carries such insurance in amounts considered reasonable for its normal business, if the value of OSU' s property (other than the paper of printed stock) should substantially increase or be of unusual value, OSU will provide its own coverage of such property. 6.
Infringement and Third Party Interests. OSU represents that none of the matter or content
furnished to MNCO for reproduction violates or shall violate the proprietary interest of any third party. OSU shall be responsible for any claim, demand, cause of action or liability as may be determined by a court of competent jurisdiction based upon any third-party claim that MNCO's
use of content provided by OSU hereunder infringes any third-party property interest, but such obligation may be reduced to the extent that MNCO's use of the content is not in accordance with this Agreement and such use results in a violation of such third party rights. MNCO agrees to give OSU prompt notice of any such claim or demand.
MNCO represents that none of the advertising it accepts or publishes hereunder knowingly
violates or shall knowingly violate the proprietary interest of any third party. MNCO shall be responsible for any claim, demand, cause of action or liability as may be determined by a court of competent jurisdiction based upon any third-party claim that advertising accepted or
published by MNCO hereunder infringes any third-party proprietary interest. MNCO agrees to give OSU prompt notice of any such claim or demand.
7.
Limitation of Liability. In the event the work and/or services provided by MNCO is defective or delayed due solely to the fault of MNCO, MNCO shall be liable for direct and documented damages arising from such defect or delay (including, but not limited to, reprinting and redistribution, including paper and ink), but shall not be liable for indirect, special or consequential damages, including, but not limited to, lost profits or business. MNCO shall have
no liability if the work or services cannot be performed due solely to (i) OSU's delay in providing content; (ii) OSU's negligence or other failure to perform; or (Hi) OSU's uncured breach of this Agreement.
8.
Independent Contractors. For the purposes of this Agreement, the Parties are independent contractors and not partners nor is a joint venture being created.
Neither Party will have the
power to bind the other Party in any contract or liability with a third party. Each Party retains
the right to perform similar or different services for others, or to enter into similar agreements with third parties during the term of this Agreement. Any additional personnel performing the
services under this Agreement for MNCO on behalf of OSU shall not be employees of OSU #88622
and shall at all times be under MNCO's exclusive direction and control.
MNCO shall pay all
wages, salaries and other amounts due such personnel including, but not limited to, social security taxes, income tax withholding, unemployment insurance and worker's compensation insurance.
9.
General. This Agreement: (a) is the complete agreement of the Parties concerning the subject matter hereof and supersedes any prior such agreements (with the exception of the existing Mutual Non-Disclosure Agreement between Parties, which shall remain in full force and
effect); (b) may not be amended or in any manner modified except in a writing signed by the Parties; and (c) shall be governed by and construed in accordance with the laws of the State of Ohio without regard to its choice of law provisions.
If any provision of this Agreement is
found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the Parties as expressed herein. 10. Waiver of Jury Trial. The Parties specifically waive any right to trial by jury in any court with
respect to any contractual, tortious or statutory claim, counterclaim or cross claim against the other arising out of or connected in any way to the project or this Agreement because the Parties hereto, both of whom are represented by counsel, believe that the complex commercial and professional aspects of their dealing with one another make a jury determination neither desirable nor appropriate.
11. Assignment. The Agreement may not be assigned by either Party except with the prior written
consent of the other Party. In the event of any assignment, this Agreement and the terms, covenants and conditions set forth herein shall inure to the benefit of and will be binding on the
Parties hereto and their respective successors in interest and assigns. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date below. MEDIA NETWORK OF CENTRAL OHIO
By: William Albrecht, President
OHIO STATE UNIVERSITY
Bv:
^j
Geoffrey Sonatas', Sr. Vice President for Business & Finance and CFO
Date:
Date:
888622
Schedule A
[to be attached]
#88622
