Common use of Venture-Produced Programming Clause in Contracts

Venture-Produced Programming. Venture-produced Programming will be ---------------------------- developed by mutual agreement between Daewoo and PEGI. Such programming will be consistent with PEGI's standards and subject to PEGI's approval, not to be unreasonably withheld, and will be produced locally by a production company selected by PEGI from one or more (as necessary) lists of such companies supplied by Daewoo. A budget for Venture-produced Programming will be identified in the Business Plan and Annual Budgets. 13.2.1 If the Venture produces such programming, the Venture will (i) be responsible for arranging and contracting for all production matters, including engaging talent, payroll and employment matters, securing facilities and supplies and securing all production and errors and omissions insurance, all consistent with PEGI's standards and subject to PEGI's approval, not to be unreasonably withheld and (ii) bear all production and completion risk and responsibility and will be responsible for compliance with local laws and regulations. 13.2.2 PEGI may recommend a supervising producer for a Venture- produced Program. If such person is approved by Daewoo (which approval will not be unreasonably withheld), such person will be paid in accordance with the Venture's production budget; if neither such person nor a substitute is approved, the Venture will allow such person to supervise production, but at PEGI's expense. Such supervising producer shall have control over the content and look of the program, consistent with the standards for the Playboy Programming. 13.2.3 With respect to each Venture-produced Program, PEGI will have 10 business days following the receipt of a program to approve such program (which approval will not be unreasonably withheld) or request changes; if no such approval or request for changes is delivered to the Venture within this 10 business day period, PEGI will be deemed to have approved such program. The costs of making changes requested by PEGI will be borne by the Venture. 13.2.4 After the Venture makes any changes requested by PEGI pursuant to Section 13.2.3, PEGI will have 5 business days from receipt of the changed program to approve such program (which approval will not be unreasonably withheld) or request additional changes; if no such approval or request for changes is delivered within this 5 business day period, PEGI will be deemed to have approved such program. If the changes initially requested by PEGI have not been made to PEGI's reasonable satisfaction, the costs of making further changes to conform to such initial comments will be borne by the Venture. Any further changes not previously requested by PEGI will be borne by PEGI. 13.2.5 After the Venture makes any changes requested by PEGI pursuant to Section 13.2.4, PEGI will have 5 business days from receipt of the changed program to approve such program (which approval will not be unreasonably withheld) or request additional changes; if no such approval or request for changes is delivered in this 5 business day period, PEGI will be deemed to have approved such program. The costs of making any changes previously requested by PEGI but not satisfactorily made shall be borne by the Venture, and any further changes not initially requested by PEGI will be borne by PEGI. 13.2.6 The inclusion of Venture-produced Programming in the Venture's program block will be in addition to the minimum number of program hours and movies to be supplied by Daewoo or PEGI. 13.2.7 PEGI will have the right, in its sole and absolute discretion, to withhold approval of production by the Venture of any programs or other materials that are Playboy-branded, contain Playboy-identified content or are otherwise identified as a Playboy-related product (collectively, "Playboy Identified Programs"). In the event the Venture wishes to produce any Playboy Identified Program, PEGI shall have the right, but not the obligation, to elect to finance fully the Venture's production thereof. Any such Playboy Identified Program which is so fully financed by PEGI is hereinafter referred to as a "PEGI Financed Ventured-produced Program". PEGI will own the copyright and all distribution rights in and to any such PEGI Financed Venture-produced Program. PEGI will license the same to the Venture for a license fee to be negotiated by the parties in good faith and to be included in the appropriate Superseding Agreements. 13.2.7.1 PEGI will grant Daewoo an exclusive license to distribute the PEGI Financed Venture-produced Programs within the Territory in theatrical and home video media. For this distribution, Daewoo will receive a distribution fee equal to ***% of gross revenues and be entitled to reimbursement for customary distribution costs and expenses. Accountings to Playboy will be on a quarterly basis, within 30 days after the close of the relevant quarter, with the excess of revenues over Daewoo's distribution fee and distribution costs and expenses to be paid over to PEGI. Although Daewoo makes no guaranties to PEGI regarding such distribution, Daewoo will use its commercially reasonable efforts to maximize the license fee it obtains from third parties for such PEGI Financed Venture-produced Programs. Daewoo will license such programming on terms substantially equivalent to terms applicable to the licensing of Daewoo's own similar programming; provided, that PEGI will have the right to approve any such transaction and will have the annual right to review the records of Daewoo with respect to all such licensing activities, upon reasonable notice, to ensure compliance with the terms hereof. If Daewoo acquires PEGI Financed Venture-produced Programs (or specific programs or series of programs therefrom) for use in a Daewoo-owned or -operated service or media, Daewoo will acquire such programs on arms' length terms to achieve fair market prices for PEGI with respect to such programs. If the PEGI Financed Venture- produced Programs are "bundled" with other programming by Daewoo in the course of its distribution efforts, Daewoo will make a fair and good faith allocation to such PEGI Financed Venture-produced Programs of the fees received. Except as provided in this Section 13.2.7.1, neither the Venture nor Daewoo shall be entitled to share in any revenue derived from any such PEGI Financed Venture- produced Program outside of the Territory or in any media other than Non- Standard Television in the Territory. With respect to any Playboy Identified Program which PEGI approves for production by the Venture but does not elect to fully finance, PEGI would nevertheless own the copyright thereto but (a) during the term of the Venture, distribution rights to such Venture financed and produced Playboy Identified Program would be licensed to PEGI pursuant to Section 13.2.8 below and (b) in the event of any dissolution of the Venture, Daewoo would continue to share in any revenue derived from any subsequent exploitation of such program in proportion to the respective interests of Daewoo and PEGI in the Venture as of the date of dissolution. 13.2.8 The Venture will ▇▇▇▇▇ ▇▇▇▇ an exclusive license to distribute the Venture-produced Programming (other than PEGI Financed Venture-produced Programs) outside the Territory in all media and within the Territory in all media other than Non-Standard Television. For this distribution, PEGI will receive a distribution fee equal to ***% of gross revenues and be entitled to reimbursement for customary distribution costs and expenses. Accountings to the Venture will be on a quarterly basis, within 30 days after the close of the relevant quarter, with the excess of revenues over PEGI's distribution fee and distribution costs and expenses to be paid over to the Venture. Although PEGI makes no guaranties to the Venture regarding such *** Confidential information omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. distribution, PEGI will use its commercially reasonable efforts to maximize the license fees it obtains from third parties for such Venture-produced Programming. PEGI will license such programming on terms substantially equivalent to terms applicable to the licensing of PEGI's own similar programming; provided, that the Venture will have the right to approve any such transaction within the Territory and will have the annual right to review the records of PEGI with respect to all such licensing activities, upon reasonable notice, to ensure compliance with the terms hereof. If PEGI acquires Venture- produced Programming (or specific programs or series of programs therefrom) for use in a PEGI-owned or -operated service or media, PEGI will acquire such programs on arms' length terms to achieve fair market prices for the Venture with respect to such programs. If the Venture-produced Programming is "bundled" with other programming by PEGI in the course of its distribution efforts, PEGI will make a fair and good faith allocation to such Venture-produced Programming of the fees received.

Venture-Produced Programming. Venture-produced Programming will be ---------------------------- developed by mutual agreement between Daewoo Bloomfield and PEGI. Such programming will be produced locally by a ▇▇▇▇▇▇▇▇ Affiliate or under Bloomfield's direction, consistent with PEGI's standards and subject to PEGI's approval, not to be unreasonably withheld, and will be produced locally by a production company selected by PEGI from one or more (as necessary) lists of such companies supplied by Daewoo. A budget for Venture-produced Programming programming will be identified in the Business Plan and Annual annual Budgets. 13.2.1 If the Venture produces such programming, the Venture will (i) be responsible for arranging and contracting for all production matters, including engaging talent, payroll and employment matters, securing facilities and supplies and securing all production and errors and omissions insurance, all consistent with PEGI's standards and subject to PEGI's approval, not to be unreasonably withheld and (ii) bear all production and completion risk and responsibility and will be responsible for compliance with local laws and regulations. 13.2.2 12.2.1 PEGI may recommend a supervising producer for a Venture- Venture-produced Programprogram. If such person is approved by Daewoo Bloomfield (which approval will not be unreasonably withheld), such person he/she will be paid in accordance with the Venture's production budget; if neither such person nor a substitute is not approved, the Venture will allow such person to supervise production, but at PEGI's expense. Such supervising producer shall have control over the content and look of the program, consistent with the standards for the Playboy Programming. 13.2.3 12.2.2 With respect to each Venture-produced Program, PEGI will have 10 business days following the receipt of a program to approve such program (which approval will not be unreasonably withheld) or request changeschanges in writing; if no such approval or request for changes is delivered to the Venture within this 10 business day period, PEGI will be deemed to have approved such program. The costs of making changes requested by PEGI will be borne by the Venture. 13.2.4 12.2.3 After the Venture makes any changes requested by PEGI pursuant to Section 13.2.312.2.2, PEGI will have 5 business days from receipt of the changed program to approve such program (which approval will not be unreasonably withheld) or request additional changeschanges in writing; if no such approval or request for changes is delivered within this 5 business day period, PEGI will be deemed to have approved such program. If the changes initially requested by PEGI have not been made to PEGI's reasonable satisfaction, the costs of making further changes to conform to such initial comments will be borne by the Venture. Any further The costs of making any new changes not previously requested by PEGI pursuant to this Section 12.2.3 will be borne by the Venture, up to a cap of 2.5% or the program's original production cost, with any overage to be paid by PEGI. 13.2.5 12.2.4 After the Venture makes any changes requested by PEGI pursuant to Section 13.2.412.2.3, PEGI will have 5 business days from receipt of the changed program to approve such program (which approval will not be unreasonably withheld) or request additional changeschanges in writing; if no such approval or request for changes is delivered in this 5 business day period, PEGI will be deemed to have approved such program. The costs of making any changes previously requested by PEGI but not satisfactorily made shall be borne by the Venture, and any further changes not initially requested by PEGI will be borne by PEGI. 13.2.6 12.2.5 The inclusion of Venture-produced Programming in the Venture's program block will be in addition to the minimum number of program hours and movies to be supplied by Daewoo or PEGI. 13.2.7 PEGI will have the right, in its sole and absolute discretion, to withhold approval of production by the Venture of any programs or other materials that are Playboy-branded, contain Playboy-identified content or are otherwise identified as a Playboy-related product (collectively, "Playboy Identified Programs"). In the event the Venture wishes to produce any Playboy Identified Program, PEGI shall have the right, but not the obligation, to elect to finance fully the Venture's production thereof. Any such Playboy Identified Program which is so fully financed by PEGI is hereinafter referred to as a "PEGI Financed Ventured-produced Program". PEGI will own the copyright and all distribution rights in and to any such PEGI Financed Venture-produced Program. PEGI will license the same to the Venture for a license fee to be negotiated by the parties in good faith and to be included in the appropriate Superseding Agreements. 13.2.7.1 PEGI will grant Daewoo an exclusive license to distribute the PEGI Financed Venture-produced Programs within the Territory in theatrical and home video media. For this distribution, Daewoo will receive a distribution fee equal to ***% of gross revenues and be entitled to reimbursement for customary distribution costs and expenses. Accountings to Playboy will be on a quarterly basis, within 30 days after the close of the relevant quarter, with the excess of revenues over Daewoo's distribution fee and distribution costs and expenses to be paid over to PEGI. Although Daewoo makes no guaranties to PEGI regarding such distribution, Daewoo will use its commercially reasonable efforts to maximize the license fee it obtains from third parties for such PEGI Financed Venture-produced Programs. Daewoo will license such programming on terms substantially equivalent to terms applicable to the licensing of Daewoo's own similar programming; provided, that PEGI will have the right to approve any such transaction and will have the annual right to review the records of Daewoo with respect to all such licensing activities, upon reasonable notice, to ensure compliance with the terms hereof. If Daewoo acquires PEGI Financed Venture-produced Programs (or specific programs or series of programs therefrom) for use in a Daewoo-owned or -operated service or media, Daewoo will acquire such programs on arms' length terms to achieve fair market prices for PEGI with respect to such programs. If the PEGI Financed Venture- produced Programs are "bundled" with other programming by Daewoo in the course of its distribution efforts, Daewoo will make a fair and good faith allocation to such PEGI Financed Venture-produced Programs of the fees received. Except as provided in this Section 13.2.7.1, neither the Venture nor Daewoo shall be entitled to share in any revenue derived from any such PEGI Financed Venture- produced Program outside of the Territory or in any media other than Non- Standard Television in the Territory. With respect to any Playboy Identified Program which PEGI approves for production by the Venture but does not elect to fully finance, PEGI would nevertheless own the copyright thereto but (a) during the term of the Venture, distribution rights to such Venture financed and produced Playboy Identified Program would be licensed to PEGI pursuant to Section 13.2.8 below and (b) in the event of any dissolution of the Venture, Daewoo would continue to share in any revenue derived from any subsequent exploitation of such program in proportion to the respective interests of Daewoo and PEGI in the Venture as of the date of dissolution. 13.2.8 12.2.6 The Venture will ▇▇▇▇▇ ▇▇▇▇ an exclusive a license to distribute the Venture-produced Programming (other than PEGI Financed Venture-produced Programs) outside the Territory in all media and within the Territory in all media other than Non-Standard Televisionthe media for which the Venture has rights pursuant to Section 7 above. For this distribution, PEGI will receive a distribution fee equal to ***% . Remittance of gross revenues and be entitled to reimbursement for customary distribution costs and expenses. Accountings to the Venture fees will be on a quarterly basis, payable within 30 days after the close of the relevant quarter, quarter with the excess of revenues over excess, to the extent received by PEGI's distribution fee and distribution costs and expenses , to be paid over to the Venture. Although PEGI makes no guaranties to the Venture regarding such *** Confidential information omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. distribution, PEGI will use its commercially reasonable efforts to maximize the license fees it obtains from third parties for such Venture-produced Programming. PEGI will license such programming on terms substantially equivalent to terms applicable to the licensing of PEGI's own similar programming; provided, that the Venture will have the right to approve any such transaction within the Territory and will have the annual right to review the records of PEGI with respect to all such licensing activities, upon reasonable notice, to ensure compliance with the terms hereof. If PEGI acquires Venture- Venture-produced Programming (or specific programs or series of programs therefrom) for use in a PEGI-owned or -operated service or media, PEGI will acquire such programs on arms' length terms to achieve fair market prices for the Venture with respect to such programs. If the Venture-produced Programming is "bundled" with other programming by PEGI in the course of its distribution efforts, PEGI will make a fair and good faith allocation to such Venture-produced Programming of the fees received.