Telephony. The parties acknowledge that the Series involves a call-in feature for the public to vote for contestants, among other things. Fremantle, in consultation with 19TV, shall determine whether to establish a toll-free (800 number) or pay (900 number) telephone service for such feature subject to FBC’s approval. It is acknowledged that a toll-fee (800 number) telephone feature had been established for the Episodes to be produced pursuant to the Initial Order. If a pay (900 number) telephone service is established, then FBC and Fremantle, in consultation with 19TV, shall negotiate in good faith with respect to the terms thereof, including without limitation the parties’ respective share of revenues therefrom. FBC shall pay for all costs and expenses of such call-in feature, including reimbursing Fremantle and 19TV for all of their direct, auditable, out-of-pocket costs and expenses in connection with such call-in feature that are approved by FBC, such approval not to be unreasonably withheld or delayed. FBC shall control all aspects of such call-in feature, subject to a right of prior approval of Fremantle, in consultation with 19TV, over all aspects of such call-in feature that Fremantle reasonably believes may impact the nature and integrity of the Series format and a right of meaningful prior consultation of Fremantle and 19TV over all other aspects of such call-in feature. If FBC enters into one or more sponsorship agreements with respect to such call-in feature, FBC shall pay to Fremantle thirty-three and one-third percent (33 1/3%), and to 19TV thirty-three and one-third percent (33 1/3%), of “Call-In Sponsorship Net Proceeds” (i.e., all non-returnable revenues actually received by or credited to FBC in connection with sponsorship rights related to such call-in feature, after the deduction of all direct, out-of-pocket costs and expenses actually paid by FBC to unaffiliated third parties solely in connection with such call-in feature).
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