marked by [ * * *] has been omitted pursuant to a Request for Confidential
and was filed separately with the Securities and Exchange
Wilshire Blvd., Ste 1001
confirm the terms of the agreement between CBS Entertainment (“CBS”) and
ProElite (“Supplier”) in connection with the production and licensing of 2-hour
live world-class mixed martial arts fight programs (the “Event(s)”), as
obligations are contingent upon conclusion of an agreement between CBS and
Supplier relating to a grant to CBS of additional warrants in
hereby orders four (4) 2-hour Events intended for live broadcast in primetime
during a period of one year commencing upon the initial broadcast of the first
Event hereunder (the “Initial Order”). CBS may order up to two (2) additional
Events as part of the Initial Order by reasonable notice to Supplier. The
broadcast date for the first Event shall be mutually determined by the parties.
The broadcast date for subsequent Events shall be mutually determined; provided,
however, that Supplier shall be given at least 75 days notice prior to any
shall have four (4) subsequent, consecutive annual options each exercisable
later of 45 days prior to the expiration of the Term or fourteen (14) days
following the initial broadcast of the last Event produced in the prior year
order four (4) additional 2-hour Events hereunder. CBS may order additional
Event(s) in each year by reasonable notice to Supplier.
have the right to order Events other than 2-hours in length. In which case,
license fee shall be negotiated in good faith based on a budget to be presented
by Supplier, provided, however that license fees shall not exceed a cap of
the following percentages: [***] of the 2-hour rate for 3-hour programs, [***]
of the 2-hour rate for 1-hour programs.
addition to the Events, CBS may order derivative type programs (as part of
initial order for the year or otherwise during the Term) based on the Events
(e.g., “behind-the-scenes”, “best-of, etc.). [***]
connection with Events ordered for the Initial Order, CBS shall pay a flat,
non-auditable license fee [***] per Event (the “License Fee”) provided that
Supplier represents and warrants that the production value for each Event will
be consistent with the production value of the programs that have been produced
for Showtime, plus reasonable network enhancements (for example, announcer,
additional cameras/jib) as requested by CBS . [***]
connection with Events ordered for subsequent years, the License Fee shall
[***] per Event
[***] per Event
[***] per Event
[***] per Event
applicable License Fee shall be payable 1/3 upon Supplier’s commencement of
pre-production; 1/3 upon completion of production; and the balance upon
Supplier’s delivery of the Event (and all required elements as set forth in a
separate document to follow).
Provided Supplier is ready, able and willing to deliver all Events ordered
CBS hereunder and provided Supplier is not in breach of this agreement, in
event that CBS elects not to broadcast an Event(s) ordered by CBS hereunder
(other than for force majeure), CBS shall pay Supplier the applicable License
Fee for any such Event(s) so ordered. Nothing herein shall be deemed to obligate
CBS to broadcast any Event ordered hereunder, and CBS shall have discharged
of its obligations to Supplier hereunder by paying Supplier the applicable
License Fee for any such Event.
rating bonus, as and if applicable, shall be payable by CBS to Supplier within
60 days of CBS’ Network Broadcast of the applicable Event.
Showtime or another CBS-approved entity to produce applicable Event(s). CBS
have approval over the auspices of production and production budgets, which
approval will not be unreasonably withheld or delayed, and the parties agree
that the production value for each Event will be consistent with the production
value of the programs that have been produced for Showtime, plus reasonable
Network enhancements (for example, announcer, additional cameras/jib) as
requested by CBS. CBS shall have the right to require pre-taping of certain
fights in order to gap-fill the live broadcast, which details will be agreed
upon prior to each Event.
Term shall commence on the date this agreement is executed and continue for
period of one year from the initial broadcast of the first Event hereunder,
may be extended on a year to year basis by the exercise of the applicable annual
option. CBS shall have the greater of 120 days from the initial broadcast of
last Event ordered hereunder or the expiration of the Term to complete its
repeat runs hereunder.
States, its territories and possessions (excluding Puerto Rico) and
shall be entitled to take up to four (4) network broadcasts of each Event
(“Network Runs”). The initial network broadcast shall be on CBS. Subsequent runs
may be taken on CBS or another network owned and/or affiliated with CBS. The
License Fee buys out 2 runs. [***].
Events and all elements contained therein (including talent as set forth below)
will be exclusive to CBS during the Term in the Territory.
and EliteXC brands to be exclusive to CBS in broadcast television in the
Territory during the Term.
fight events permitted on any other broadcast network or premium cable
(excluding Showtime) in the Territory whether under the ProElite, EliteXC brands
or any other related or affiliated brand(s) (whether through ownership,
partnership or otherwise). [***]
have its customary creative, financial, production, budget, standard and
practices and legal approval rights, which approval will not be unreasonably
withheld or delayed and the parties agree that the production value for each
Event will be consistent with the production value of the programs that have
been produced for Showtime, plus reasonable network enhancements (for example,
announcer, additional cameras/jib) as requested by CBS. In connection therewith,
it is agreed that the venue for each event shall be mutually determined by
parties with the understanding that each Event shall be produced in a top United
States media market. [***] Supplier and CBS shall have mutual approval over
initial press release relating to this agreement and the broadcast of the Events
on CBS. Supplier agrees that such approval shall not be unreasonably withheld
Supplier shall provide CBS with no less than [***] premium complimentary VIP
tickets, with distribution and placement of seats to be approved by CBS. Special
arrangements and accommodations will be made for CBS key executives and guests.
CBS to have the right to purchase a reasonable number of additional premium
tickets with distribution and placement to be approved by CBS.
delivery Fs of the essence hereunder. The Event(s) shall be delivered in
accordance with CBS’ customary delivery requirements.
Supplier agrees to defend and indemnify CBS from any and all third-party claims
that arise out of or are based upon the Event (except to the extent such claims
that arise out of or result from CBS’s breach of this Agreement). Supplier will
obtain E & 0, General Liability, Worker’s Compensation, automobile and other
insurance coverage for such length of time and in amounts sufficient for/to
and will name CBS as an additional insured on any such policies to the extent
Supplier’s indemnification obligations to CBS.
Supplier will have no right whatsoever to share in any revenues or proceeds
(including any profits) derived from the exercise by the Network of any of
rights granted to it, including, without limitation, any revenues derived from
any advertisers and sponsors.
Supplier represents and warrants that: (i) it exclusively owns and controls
all right, title and interest in and to the Events and all ancillary and
subsidiary rights therein; and (ii) it has the right to grant CBS the
rights granted herein.
Supplier agrees that it will keep the terms of this Agreement as confidential.
To the extent Supplier is or becomes legally obligated to disclose the terms
this Agreement, Supplier will work in good faith to seek protective order or
confidential treatment or other remedy to prevent such required disclosure
to the extent necessary, will only disclose information which is legally
required to be provided.
Provided that Supplier is not in breach of this agreement and subject to CBS’
then-current network policy, CBS has approved a production company logo credit
for Supplier in the end credits. All other credits shall be per CBS’ customary
practice and subject to reasonable approval on a case-by-case
other terms shall be per CBS standard long-form agreement which shall include
CBS’ customary provisions, including, without limitation force majeure,
insurance, breach, promotional and marketing rights, government regulations,
notice, program standards and practices, etc. to be negotiated in good faith
the parties within CBS’ customary parameters.