Common use of Specials Clause in Contracts

Specials. For each Option for an Additional Series Order, exercised by TRV, and in addition to the Episodes constituting the Additional Series Order, TRV hereby orders and Producer agrees to produce and deliver to TRV to order four (4) specials relating to the Program (each, a "Special") of up to two (2) hours in commercial length. The parties agree to negotiate in good faith respecting the creative content of the Specials which may consist of new events, provided however that TRV shall have the right of final approval over such creative content. All of the terms and conditions hereof shall be equally applicable to each and all of the Specials and shall govern the respective rights, duties and obligations of the parties hereto with respect to each and all of such Specials, except only as follows: (i) The applicable Treatment, Production Schedule, Program Materials and Payment Schedule for the Specials shall be subject to TRV's approval with respect to each Special; provided however in the event TRV requires changes in the Program Materials set forth in Exhibit D in such a manner as to cause Producer to incur additional cost, TRV shall agree to an increase in the License Fee to accommodate such additional cost, with such increase subject to TRV's approval (not to be unreasonably withheld). The applicable Payment Schedule for the Specials shall be subordinate to the Payment Template (i.e. in the event of an inconsistency between the Payment Schedule and the Payment Template, the Payment Template shall control). Producer shall prepare and deliver the Production Schedule to TRV, which such Production Schedule shall be approved by TRV within ten (10) business days after receipt from Producer. Within one (1) week after the Production Schedule for each applicable Special is approved by TRV, TRV shall prepare and deliver to Producer a Payment Schedule (made in accordance with the terms of the Production Schedule and Payment Template) for the applicable Special, and Producer shall have approval rights over such Payment Schedule (not to be unreasonably withheld or delayed); provided that, if for any reason the Payment Schedule is not prepared and/or approved prior to the accrual of Payment A in accordance with the Payment Template, TRV shall pay the Payment A amount to Producer in accordance with the Payment Template. (ii) The Parties acknowledge and agree that with respect to Season II, "Travel Channel's World Poker Tour Battle of the Champions" shall be deemed the "First Special" (i.e. 1 of 4), that the applicable License for such First Special shall be $**, and that the First Special shall be produced, delivered, and exploited in accordance with Amendment Number 2 to Season 2 Term Sheet, dated as of November 3, 2003 ("Specials Amendment"), between the Parties hereto, a copy of which is attached hereto as Exhibit I. (iii) The Parties acknowledge and agree that with respect to Season II, "Ladies' Night" shall be deemed the "Second Special" (i.e. 2 of 4), and that the applicable License Fee for such Second Special shall be $**. (iv) The Parties acknowledge and agree that with respect to Season II, "World Poker Tour's Hollywood Home Games #1" shall be deemed the "Third Special" (i.e. 3 of 4), and that the applicable License Fee for such Third Special shall be $**. (v) The Parties acknowledge and agree that with respect to Season II, "World Poker Tour's Hollywood Home Games #2" shall be deemed the "Fourth Special" (i.e. 4 of 4), and that the applicable License Fee for such Fourth Special shall be $**. (vi) The applicable License Fee for the Specials to be produced in connection with Additional Series Orders shall be negotiated between the parties in good faith based on the actual needs of production but in no event shall such License Fee be less than the amount or increase by five percent (5%) over the amount of the License Fee negotiated for the last Special of similar length in the immediately preceding Season ordered pursuant to this Agreement (unless otherwise agreed to by the parties at such time). The parties acknowledge that the current License Fee for Specials is ** Dollars ($**) per two hour special and ** Dollars ($**) per one hour special. Producer acknowledges and agrees that Producer will maintain first-class production values in keeping with current cable television industry standards at the time of production taking into account the TRV-approved budget.