Here Networks L.L.C. 570 Lexington Avenue, 19th floor New York, New York 10022 Tel (212) 920-2840 Fax (212) 920-2844
Exhibit 10.6
Here Networks L.L.C.
000 Xxxxxxxxx Xxxxxx, 00xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel (000) 000-0000
Fax (000) 000-0000
000 Xxxxxxxxx Xxxxxx, 00xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel (000) 000-0000
Fax (000) 000-0000
As of June 18, 2007
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
| Re: | CUT SLEEVE BOYS |
Ladies & Gentlemen:
This will acknowledge and confirm the terms pursuant to which REGENT RELEASING L.L.C. (“Licensor”)
has agreed to license to HERE NETWORKS L.L.C. (“HERE”) the motion picture entitled Cut Sleeve Boys
(the “Program”) for exhibition on Here Networks program services (“Here Networks”). For good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties
have agreed to the following:
1. Program(s): “Program(s)” means the motion picture(s) currently entitled: “Cut Sleeve Boys”
(running time 86 minutes inclusive of main and end titles).
(a) The Program shall be produced, recorded (not dubbed) and delivered in the English
language and available in hi-definition, digi-beta or beta sp video elements in accordance
with the technical specifications of HERE’S standard delivery schedule attached hereto as
Exhibit “A;” and
(b) Shall be completely finished, fully edited and titled, and fully synchronized with
language, dialogue, sound and music, recorded with sound equipment pursuant to valid licenses, and in
all respects ready, and of a technical quality adequate for general first-class Telecast
(as defined below in paragraph 5b) in the Territory.
2. Term: The term of this agreement shall commence on the date hereof and continue
throughout the Exhibition Period as set forth in Paragraph 3 hereof (“Term”).
3. Exhibition Period: HERE shall have unlimited exhibition rights in each of the Programs
during the period of three (3) years (“Exhibition Period”) commencing no later than the earlier of
the first Telecast of the Program in the Territory or 6 months from complete delivery to and
acceptance by HERE of all of the Programs.
4. Territory: HERE shall have the exclusive right to telecast the Program in the United
States and Canada and their respective territories and possessions, including Puerto Rico, Guam and
the U.S. Virgin Islands (“Territory”) and military bases, embassies, ships, aircrafts and carriers
flying the flags of the foregoing countries.
5. Telecast and Exhibition Rights:
(a) During the Term and throughout the Territory, HERE shall have the right to Telecast the
Program in the languages licensed hereunder on any and all Telecast Service(s) which is and/or are
branded and/or owned in whole or in part and/or operated now or in the future by here! Networks, or
a parent company, division, affiliate, subsidiary, or licensee thereof in the territory (“Telecast
1
Service”). Such Telecast Service may be advertiser supported and/or accept and disclose on-air
program funding in the form of underwriting.
(b) HERE shall have the exclusive irrevocable right in the Territory to transmit, distribute,
perform and exhibit the Program on the Telecast Service via all forms of “standard television” and
“non-standard television” (“Telecast”). The term “standard television” means all forms of “free
broadcast television.” The term “non-standard television” means all other forms of “television,”
excluding free broadcast television only. The term “television” includes, without limitation, all
means, manner and method of transmission via over-the-air, satellite, cable, broadband, wireless,
Internet protocol, the Internet (provided access to such transmission is technologically capable of
being limited to the Territory, e.g., conditional access) and transmission to mobile and handheld
devices and any other technology (including, without limitation, cable, free broadcast,
subscription television, pay-per-view, closed circuit and all forms and variations of
video-on-demand, interactive and delayed exhibition), now known or hereafter devised by which a
television signal is or may be delivered (including but not limited to analog, digital and HDTV).
HERE shall have the exclusive right, in the Territory to promote, market, and advertise the
Telecast of the Program on the Telecast Service in all forms of television and other media,
including without limitation the Internet.
(c) HERE shall have an unlimited number of Telecasts of the Program, on an unlimited number of
exhibition days, on each and every Telecast Service throughout the Territory during the Term
thereof.
(d) The license granted herein is exclusive such that Licensor agrees not to Telecast or
otherwise exhibit, or authorize, cause, or permit any other person or entity to Telecast or
otherwise exhibit in any manner or form whatsoever, the Program in any language or subtitled
version in the Territory during the Term on any form of standard or non-standard television,
including via any transmission of the Program on the Internet.
(e) HERE shall have the exclusive right in the Territory for the original television premiere
of the Program such that the Program shall not have been exhibited or otherwise exploited in any
media whatsoever anywhere in the Territory prior to HERE’S initial Telecast of the Program on the
Telecast Service.
(f) Licensor irrevocably grants to HERE the exclusive, worldwide right to Telecast the Program
and all elements thereof throughout the world, regardless of location, on any and all cruise ships,
theme parks, hotels, airplanes, resorts and entertainment centers that are broadcasting any
Telecast Services, provided that Telecast of the Program on any such branded and/or owned services
shall be limited to closed circuit television or a similar form of limited access television
exhibition permitting access only within the particular theme park, resort, entertainment centers,
cruise ships, hotels and airplanes.
6. Premiere: HERE’S initial exhibition of the Programs will constitute a premiere in both
standard and nonstandard television formats and Internet distribution in the Territory.
7. Exclusivity: The Program shall be exclusive to HERE in the Territory in standard and
nonstandard television, including Internet distribution, during the Term.
8. License Fee: HERE shall pay Licensor a license fee (“License Fee”) for the Program of
US$40,000.00, which shall be payable as follows:
(a) 20% on the 15th day of the month following technical acceptance of the
Deliverables of the Programs as defined in Paragraph 9 hereof;
(b) 40% on the 15th day of the month following first Telecast of the program in
the Territory but in no case later than 6 months from the 15lh day of the month
following technical acceptance of the Deliverables of the Programs; and
2
(c) 40% on the 15th day of the month six (6) months following the preceding payment.
9. Delivery: Licensor shall deliver the materials (collectively, “Deliverables”) as more
fully set forth in Exhibit A, attached hereto and forming a part hereof, no later than a
date which shall be mutually agreed upon by the parties. Timely delivery of the Deliverables shall
be of the essence of the Agreement. Licensor shall be responsible for the expense of shipping
Deliverables from Licensor to HERE.
10. Editing & Narrating: HERE shall have the right to edit the Program for all purposes,
including, without limitation, wrapping, formatting and scheduling, creating promotional
interstitial elements, inserting commercials, and conforming with HERE’S standards and practices.
11. Advertising and Promotion Materials: Licensor hereby grants to HERE the following
rights with respect to the Program, which rights shall be exclusive to HERE within the Territory:
(a) The right to use, disseminate, reproduce, print and publish, without the payment of
any additional compensation, any and all audio, visual and other elements of the Program,
including without limitation, any clips, music (in context only unless otherwise specified
herein) existing slides, photos and other publicity and promotional materials reasonably
available to or under the control of Licensor (“Advertising Materials”), subject to any
pre-existing third party contractual restrictions applicable thereto and of which Licensor
informs HERE in writing at the time of delivery of the Advertising Materials. HERE’S
inadvertent or unintentional failure to comply with any such applicable restrictions shall
not constitute a material breach of this Agreement. Licensor hereby acknowledges HERE’S
preference for original color slides and agrees to use best efforts to furnish same to HERE.
To the extent reasonably practical, said Advertising Materials shall be delivered to HERE at
Licensor’s sole cost and expense not less than one hundred and twenty (120) days prior to
commencement of the Term, or as early as reasonably and commercial possible. Licensor shall
deliver said Advertising Materials in accordance with the Delivery Requirements. Licensor
understands that the furnishing of the aforementioned Advertising Materials is a material
obligation of this Agreement and failure to comply with such is grounds for termination of
this Agreement;
(b) The right to create and use written summaries, extracts, and synopses for the
purpose of advertising, exploitation and publicity;
(c) The right to advertise, publicize, and promote the exhibition of the Programs by
all means and/or media (including, but not limited to the Internet) in the Language
specified herein;
(d) The right to create television promotional spots featuring segments (not to exceed
four (4) minutes each) of the Program and the right to engage in commercial or promotional
tie-ins with sponsors of the Program or the Telecast Service, subject to any restrictions or
obligations contained in the talent agreements and notified by Licensor to HERE in writing
in advance;
(e) The right to use and authorize third parties to use the name, likeness and/or voice
of, and biographical information relating to, anyone who rendered services in or in
connection with the Program, for the purpose of advertising, publicizing or promoting the
Programs or the Telecast Service, but not so as to constitute a direct endorsement of any
product or Telecast Service other than the Telecast Service referred to in this Agreement,
and subject to any applicable guild and third party contractual restrictions of which
Licensor notifies HERE in advance in writing. Notwithstanding the foregoing, HERE’S
inadvertent or unintentional failure to comply with any applicable guild or third party
contractual restrictions shall not constitute a material breach of this Agreement; and
3
(f) The right to submit the Program or portions thereof for awards consideration
within the Territory.
Immediately upon signature of this Agreement, Licensor shall furnish HERE with all available
promotional materials as set forth in Exhibit A, Timely delivery of all available promotional
materials is of the essence of the Agreement.
12. Warranties and Indemnification: Licensor warrants and represents that it has the right
to enter into this Agreement, to grant all rights (including but not limited to grand rights)
granted herein and to
perform all of Licensor’s obligations hereunder and that HERE’S exercise of its rights hereunder,
including, without limitation, the exhibition, promotion, publicity and advertising use of the
Program or
any part thereof as provided herein shall not violate the rights of any third party or cause HERE
to
have any financial liability whatsoever, except for the License Fee set forth herein and payment to
performing rights societies such as ASCAP and BMI.
Licensor shall indemnify and hold harmless HERE from and against any claims, damages, costs,
liabilities and expenses, including but not limited to reasonable counsel fees, relating to the
Program or arising from exhibition of the Program by HERE or the Here Networks program services,
any breach of any warranty or representation made by Licensor herein, or any promotional use by
HERE of the Program or any elements thereof, in any manner in any media (but not as a direct
endorsement of any product), including without limitation, clips, photographs and music. HERE shall
similarly indemnify and hold harmless Licensor for any breach of any warranty or representation of
HERE hereunder.
13. E&O Insurance:
Licensor and HERE shall each cause the other party to be named as an additional insured with
respect to the Program under each party’s respective Errors and Omissions insurance.
14. Choice of Law: This Agreement shall be governed and construed in accordance with the
laws of
the State of California applicable to contracts entered into and fully to be performed therein.
Licensor
hereby consents and submits to the jurisdiction of the federal and state courts located in the
State of
California, and any action or suit under this Agreement may be brought in any federal or state
court
with appropriate jurisdiction over the subject matter established or sitting in the State of
California.
14. Assignment: This Agreement will be binding upon and will inure to the benefit of the
parties
hereto and their respective successors and permitted assigns. Licensor may not assign, license or
otherwise transfer its rights and/or obligations under this Agreement, in whole or in part, to any
person
or entity, provided however that Licensor may assign the right to receive payment hereunder to any
third party. HERE may assign any or all of its rights and obligations under this Agreement for
purposes of distribution of the Program, or in connection with a merger or sale of the assets of
HERE,
as long as assignee assumes all of the obligations hereunder.
15. Termination: HERE shall have the right to terminate this Agreement in its sole and
absolute
discretion if Licensor fails to deliver the Program in accordance with the terms and conditions
hereof,
subject to any notice and cure provisions hereof. Except as expressly provided herein, Licensor
shall
not have the right to terminate, revoke, cancel, or rescind this Agreement for any reason
whatsoever
prior to the expiration of the Term, unless with the consent of both parties in writing.
16. Remedies: No waiver by either party of any breach hereof shall be deemed a waiver of
any
preceding or succeeding breach hereof. Notwithstanding any other provision of this Agreement,
Licensor’s sole remedy for breach by HERE of any of its obligations under this Agreement shall be
an
action at law for damages and Licensor acknowledges that such damages are fully
adequate to
compensate Licensor in the case of any breach by HERE hereunder. In no event shall Licensor seek
or be entitled to rescission, injunctive or other equitable relief.
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Please sign below to indicate your acceptance of the foregoing as of the date first written above
and return all copies of the Agreement to HERE for countersignature. A fully executed copy of the
Agreement will be sent to you thereafter.
| Very truly yours, HERE NETWORKS L.L.C. |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Its: | ||||
| AGREED AND ACCEPTED REGENT RELEASING L.L.C |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Its: | ||||
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EXHIBIT A
DELIVERY SCHEDULE
DELIVERY SCHEDULE
(Attached to and forming a part of the Agreement dated as of June 18, 2007,
between Here Networks LLC. (“HERE”) and Regent Releasing L.L.C. (“Licensor”).
between Here Networks LLC. (“HERE”) and Regent Releasing L.L.C. (“Licensor”).
PROGRAM DELIVERABLES
A. HERE PROGRAM AND TRAILER VIDEOTAPE SPECIFICATIONS
LICENSOR shall deliver to HERE on separate masters the (i) Programs and (ii) trailer and any
promotion spots of the Program.
All on-air program suppliers and production vendors are required to comply with the following
technical specifications. NO EXCEPTIONS.
All videotapes shall be delivered: Here Networks Director of Operations, c/o Andrita Studios, Inc.,
0000 Xxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000, Attn: Xxxx Xxxxxxxxx.
| 1. | Videotape formats: All programs should be delivered on the best quality master available in the following order and preference of video tape formats: HD CAM, DigiBeta, or Beta SP | |
| 2. | Program length vs. videotape length: |
| • | 30-minute program = 34 minutes tape | ||
| • | 60-minute program = 64 minutes tape | ||
| • | 90-minute program = 94 minutes tape | ||
| • | 120-minute program = 124 minutes tape |
| 3. | Videotape brands: SONY; other brands require prior approval | |
| 4. | Air master or sub-master tapes must conform with the following: |
| • | Air master programs: Recorded on a black & coded tape (video black analog 7.5 IRE; digital 0.0mV) with continuous time code and control track from the beginning of tape leader to the end. ABSOLUTELY NO FALSE START OF VIDEO OR TIME CODE AT THE BEGINNING. | ||
| • | Time code type: LTC drop frame DFTC (continuous control track). | ||
| • | Color bars: NTSC (analog or digital) | ||
| • | Audio Tone: 2 or 4 channels 1 KHz at 0dB analog or digital embedded audio tone. | ||
| • | Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo music & effects only. | ||
| • | Programming video and audio levels must be referenced to the color bars video level and audio tone level; if not, master will be rejected. |
| 5. | Videotape leader must conform with the following: |
| • | Video black (7.5 IRE for analog or 0.0mV for digital) duration: 30 seconds; time code: 00:58:00:00 | ||
| • | Color bars duration: 60 seconds; time code: 00:58:30:00 | ||
| • | Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time code: 00:59:30:00 | ||
| • | Program slate: Title; episode #; date, duration; duration: 10 seconds; time code: 00:59:40:00 | ||
| • | Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time code: 00:59:50:00 | ||
| • | Program video: Actual programming starts at time code 01:00:00:00. DO NOT include ratings, disclaimers or FBI warnings. | ||
| • | Two-tape programs: One tape is preferred, but if program is on 2 tapes, tape #1 program should start at TC 01:00:00:00; tape #2 should start at TC 02:00:00:00 |
| 6. | HD videotape technical standard: |
6
| • | Resolution shall be 1920x1080 pixels 29.97-frame rate Interlaced; referenced to 59.94HZ (Aka1080i) | ||
| • | Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo music & effects only (Dolby 5.1 channels is not accepted at this time) | ||
| • | Time code: Continuous drop-frame time code locked and referenced to the HD video stream at the 29.97 frame rate. | ||
| • | HD Color Bars |
| 7. | Videotape container label required information: |
| • | Type of recording (master, backup, dub, etc.) | |
| • | Production agency | |
| • | Production center | |
| • | Program title | |
| • | Episode title and number, if applicable | |
| • | Program length | |
| • | Recording standards (e.g., high band, color, etc.) | |
| • | Audio track information (e.g., mono, stereo, etc.) | |
| • | Audio noise reduction information (e.g., Dolby A, Dolby SR, DBX, etc.), if applicable | |
| • | Date of production | |
| • | Beta format videotape of all principal music themes. |
| 8. | Here technical inspection and acceptance: HERE shall have up to forty-five (45) days from delivery to inspect the videotape master for compliance with the foregoing technical specifications. If the master does not meet the technical specifications or is otherwise defective, HERE shall give notice to Licensor, including a list of any defective elements. Licensor shall have ten (10) business days from receipt of notice to cure the defects and redeliver the master videotape. If Licensor does not cure, then HERE shall have the option to (i) terminate this Agreement with no further liability or obligation to Licensor, or (ii) create or cure the defective elements and charge the cost thereof to Licensor. |
B. OTHER DELIVERABLES
All other Deliverables should be delivered to: here! TV, Director of Marketing, 00000 Xxxxxxxx
Xxxx, Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, 310-806-4298, Attn: Xxxxxx Xxxxxx
| 1. | Promotional materials: All available advertising and promotional print materials relate to the Programs including: |
| • | Ad slicks, slides, press announcements, on-air promos and trailers (if available). | ||
| • | Color production stills with captions, texted and textless key art and poster art; captioned host/star/director head shots all in the highest resolution available on all of the following formats available: diskette and transparencies. | ||
| • | On diskette and hard copy Program logos, a synopsis and description of the Program (including the title and a brief description of the Program’s topic and content), a complete list of cast and credits, and biographies of key Program performers and host, if any | ||
| • | Trailer and promotional spots in all digitized versions available in all formats created (if available). |
| 2. | Complete music cue sheet and licenses for the Program: In customary form, setting forth for each musical composition contained within the Program, the title, type of use, duration of use and the names of the composer, lyricist, publisher, copyright proprietor and performing rights society, if any |
| 3. | Credit Statement: One (1) original typewritten copy with a copy on diskette in Word 4.0 format of a statement of credits applicable to the Program setting forth the names and credit obligations of Licensor with regard to all persons to whom Licensor is contractually obligated to accord credit on the screen, in any paid advertising. |
7
Here
Networks L.L.C.
000 Xxxxxxxxx Xxxxxx, 00xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel (000) 000-0000
Fax (000) 000-0000
000 Xxxxxxxxx Xxxxxx, 00xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel (000) 000-0000
Fax (000) 000-0000
As of November 1, 2007
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
| Re: | LOOKING FOR CHEYENNE |
Ladies & Gentlemen:
This will acknowledge and confirm the terms pursuant to which REGENT RELEASING L.L.C. (“Licensor”)
has agreed to license to HERE NETWORKS L.L.C. (“HERE”) the motion picture entitled Looking for
Cheyenne (the “Program”) for exhibition on Here Networks program services (“Here Networks”). For
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties have agreed to the following:
1. Program(s): “Program(s)” means the motion picture(s) currently entitled: “Looking for Cheyenne”
(running time 85 minutes inclusive of main and end titles).
(a) The Program shall be produced, recorded (not dubbed) and delivered in the English
language and available in hi-definition, digi-beta or beta sp video elements in accordance
with
the technical specifications of HERE‘s standard delivery schedule attached hereto as Exhibit
“A;” and
(b) Shall be completely finished, fully edited and titled, and fully synchronized with
language,
dialogue, sound and music, recorded with sound equipment pursuant to valid licenses, and in
all respects ready, and of a technical quality adequate for general first-class Telecast (as
defined below in paragraph 5b) in the Territory.
2.Term: The term of this agreement shall commence on the date hereof and continue throughout the
Exhibition Period as set forth in Paragraph 3 hereof (“Term”).
3. Exhibition Period: HERE shall have unlimited exhibition rights in each of the Programs
during the period of three (3) years (“Exhibition Period”) commencing no later than the earlier of
the first Telecast of the Program in the Territory or 6 months from complete delivery to and
acceptance by HERE of all of the Programs.
4. Territory: HERE shall have the exclusive right to telecast the Program in the United
States and Canada and their respective territories and possessions, including Puerto Rico, Guam and
the U.S. Virgin Islands (“Territory”) and military bases, embassies, ships, aircrafts and carriers
flying the flags of the foregoing countries.
5. Telecast and Exhibition Rights:
(a) During the Term and throughout the Territory, HERE shall have the right to Telecast the
Program in the languages licensed hereunder on any and all Telecast Service(s) which is and/or are
branded and/or owned in whole or in part and/or operated now or in the future by here! Networks, or
a parent company, division, affiliate, subsidiary, or licensee thereof in the territory (“Telecast
1
Service”). Such Telecast Service may be advertiser supported and/or accept and disclose on-air
program funding in the form of underwriting.
(b) HERE shall have the exclusive irrevocable right in the Territory to transmit, distribute,
perform and exhibit the Program on the Telecast Service via all forms of “standard television” and
“non-standard television” (“Telecast”). The term “standard television” means all forms of “free
broadcast television.” The term “non-standard television” means all other forms of “television,”
excluding free broadcast television only. The term “television” includes, without limitation, all
means, manner and method of transmission via over-the-air, satellite, cable, broadband, wireless,
Internet protocol, the Internet (provided access to such transmission is technologically capable of
being limited to the Territory, e.g., conditional access) and transmission to mobile and handheld
devices and any other technology (including, without limitation, cable, free broadcast,
subscription television, pay-per-view, closed circuit and ail forms and variations of
video-on-demand, interactive and delayed exhibition), now known or hereafter devised by which a
television signal is or may be delivered (including but not limited to analog, digital and HDTV).
HERE shall have the exclusive right, in the Territory to promote, market, and advertise the
Telecast of the Program on the Telecast Service in all forms of television and other media,
including without limitation the Internet.
(c) HERE shall have an unlimited number of Telecasts of the Program, on an unlimited number of
exhibition days, on each and every Telecast Service throughout the Territory during the Term
thereof.
(d) The license granted herein is exclusive such that Licensor agrees not to Telecast or
otherwise exhibit, or authorize, cause, or permit any other person or entity to Telecast or
otherwise exhibit in any manner or form whatsoever, the Program in any language or subtitled
version in the Territory during the Term on any form of standard or non-standard television,
including via any transmission of the Program on the Internet.
(e) HERE shall have the exclusive right in the Territory for the original television premiere
of the Program such that the Program shall not have been exhibited or otherwise exploited in any
media whatsoever anywhere in the Territory prior to HERE’S initial Telecast of the Program on the
Telecast Service.
(f) Licensor irrevocably grants to HERE the exclusive, worldwide right to Telecast the Program
and all elements thereof throughout the world, regardless of location, on any and all cruise ships,
theme parks, hotels, airplanes, resorts and entertainment centers that are broadcasting any
Telecast Services, provided that Telecast of the Program on any such branded and/or owned services
shall be limited to closed circuit television or a similar form of limited access television
exhibition permitting access only within the particular theme park, resort, entertainment centers,
cruise ships, hotels and airplanes.
6. Premiere: HERE’S initial exhibition of the Programs will constitute a premiere in both
standard and nonstandard television formats and Internet distribution in the Territory.
7. Exclusivity: The Program shall be exclusive to HERE in the Territory in standard and
nonstandard television, including Internet distribution, during the Term.
8. License Fee: HERE shall pay Licensor a license fee (“License Fee”) for the Program of
US$40,000.00, which shall be payable as follows:
US$40,000.00, which shall be payable as follows:
(a) 20% on the 15th day of the month following technical acceptance of the
Deliverables of the Programs as defined in Paragraph 9 hereof;
(b) 40% on the 15th day of the month following first Telecast of the program in
the Territory but in no case later than 6 months from the 15lh day of the month
following technical acceptance of the Deliverables of the Programs; and
2
(c) 40% on the 15th day of the month six (6) months following the preceding payment.
9. Delivery: Licensor shall deliver the materials (collectively, “Deliverables”) as more
fully set forth in Exhibit A, attached hereto and forming a part hereof, no later than a date which
shall be mutually agreed upon by the parties. Timely delivery of the Deliverables shall be of the
essence of the Agreement. Licensor shall be responsible for the expense of shipping Deliverables
from Licensor to HERE.
10. Editing & Narrating: HERE shall have the right to edit the Program for all purposes,
including, without limitation, wrapping, formatting and scheduling, creating promotional
interstitial elements, inserting commercials, and conforming with HERE’S standards and practices.
11. Advertising and Promotion Materials: Licensor hereby grants to HERE the following
rights with respect to the Program, which rights shall be exclusive to HERE within the Territory:
(a) The right to use, disseminate, reproduce, print and publish, without the payment of
any additional compensation, any and all audio, visual and other elements of the Program,
including without limitation, any clips, music (in context only unless otherwise specified
herein) existing slides, photos and other publicity and promotional materials reasonably
available to or under the control of Licensor (“Advertising Materials”), subject to any
pre-existing third party contractual restrictions applicable thereto and of which Licensor
informs HERE in writing at the time of delivery of the Advertising Materials. HERE’S
inadvertent or unintentional failure to comply with any such applicable restrictions shall
not constitute a material breach of this Agreement. Licensor hereby acknowledges HERE’S
preference for original color slides and agrees to use best efforts to furnish same to HERE.
To the extent reasonably practical, said Advertising Materials shall be delivered to HERE at
Licensor’s sole cost and expense not less than one hundred and twenty (120) days prior to
commencement of the Term, or as early as reasonably and commercial possible. Licensor shall
deliver said Advertising Materials in accordance with the Delivery Requirements. Licensor
understands that the furnishing of the aforementioned Advertising Materials is a material
obligation of this Agreement and failure to comply with such is grounds for termination of
this Agreement;
(b) The right to create and use written summaries, extracts, and synopses for the
purpose of advertising, exploitation and publicity;
(c) The right to advertise, publicize, and promote the exhibition of the Programs by
all means and/or media (including, but not limited to the Internet) in the Language
specified herein;
(d) The right to create television promotional spots featuring segments (not to exceed
four (4) minutes each) of the Program and the right to engage in commercial or promotional
tie-ins with sponsors of the Program or the Telecast Service, subject to any restrictions or
obligations contained in the talent agreements and notified by Licensor to HERE in writing
in advance;
(e) The right to use and authorize third parties to use the name, likeness and/or voice
of, and biographical information relating to, anyone who rendered services in or in
connection with the Program, for the purpose of advertising, publicizing or promoting the
Programs or the Telecast Service, but not so as to constitute a direct endorsement of any
product or Telecast Service other than the Telecast Service referred to in this Agreement,
and subject to any applicable guild and third party contractual restrictions of which
Licensor notifies HERE in advance in writing. Notwithstanding the foregoing, HERE’S
inadvertent or unintentional failure to comply with any applicable guild or third party
contractual restrictions shall not constitute a material breach of this Agreement; and
3
(f) The right to submit the Program or portions thereof for awards consideration
within the Territory.
Immediately upon signature of this Agreement, Licensor shall furnish HERE with all available
promotional materials as set forth in Exhibit A, Timely delivery of all available promotional
materials is of the essence of the Agreement.
12. Warranties and Indemnification: Licensor warrants and represents that it has the right
to enter into this Agreement, to grant all rights (including but not limited to grand rights)
granted herein and to perform all of Licensor’s obligations hereunder and that HERE’S exercise of
its rights hereunder, including, without limitation, the exhibition, promotion, publicity and
advertising use of the Program or any part thereof as provided herein shall not violate the rights
of any third party or cause HERE to have any financial liability whatsoever, except for the License
Fee set forth herein and payment to performing rights societies such as ASCAP and BMI.
Licensor shall indemnify and hold harmless HERE from and against any claims, damages, costs,
liabilities and expenses, including but not limited to reasonable counsel fees, relating to the
Program or arising from exhibition of the Program by HERE or the Here Networks program services,
any breach of any warranty or representation made by Licensor herein, or any promotional use by
HERE of the Program or any elements thereof, in any manner in any media (but not as a direct
endorsement of any product), including without limitation, clips, photographs and music. HERE shall
similarly indemnify and hold harmless Licensor for any breach of any warranty or representation of
HERE hereunder.
13. E&O Insurance:
Licensor and HERE shall each cause the other party to be named as an additional insured with
respect to the Program under each party’s respective Errors and Omissions insurance.
14. Choice of Law: This Agreement shall be governed and construed in accordance with the
laws of the State of California applicable to contracts entered into and fully to be performed
therein. Licensor hereby consents and submits to the jurisdiction of the federal and state courts
located in the State of California, and any action or suit under this Agreement may be brought in
any federal or state court with appropriate jurisdiction over the subject matter established or
sitting in the State of California.
14. Assignment: This Agreement will be binding upon and will inure to the benefit of the
parties hereto and their respective successors and permitted assigns. Licensor may not assign,
license or otherwise transfer its rights and/or obligations under this Agreement, in whole or in
part, to any person or entity, provided however that Licensor may assign the right to receive
payment hereunder to any third party. HERE may assign any or all of its rights and obligations
under this Agreement for purposes of distribution of the Program, or in connection with a merger or
sale of the assets of HERE, as long as assignee assumes all of the obligations hereunder.
15. Termination: HERE shall have the right to terminate this Agreement in its sole and
absolute discretion if Licensor fails to deliver the Program in accordance with the terms and
conditions hereof, subject to any notice and cure provisions hereof. Except as expressly provided
herein, Licensor shall not have the right to terminate, revoke, cancel, or rescind this Agreement
for any reason whatsoever prior to the expiration of the Term, unless with the consent of both
parties in writing.
16. Remedies: No waiver by either party of any breach hereof shall be deemed a waiver of
any preceding or succeeding breach hereof. Notwithstanding any other provision of this Agreement,
Licensor’s sole remedy for breach by HERE of any of its obligations under this Agreement shall be
an action at law for damages and Licensor acknowledges that such damages are fully adequate to
compensate Licensor in the case of any breach by HERE hereunder. In no event shall Licensor seek or
be entitled to rescission, injunctive or other equitable relief.
4
Please sign below to indicate your acceptance of the foregoing as of the date first written above
and return all copies of the Agreement to HERE for countersignature. A fully executed copy of the
Agreement will be sent to you thereafter.
Very truly yours,
HERE NETWORKS L.L.C.
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Its: | ||||
AGREED AND ACCEPTED:
REGENT RELEASING L.L.C.
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Its: | ||||
5
EXHIBIT A
DELIVERY SCHEDULE
DELIVERY SCHEDULE
(Attached to and forming a part of the Agreement dated as of November 1, 2007,
between Here Networks LLC. (“HERE”) and Regent Releasing L.L.C. (“Licensor”).
between Here Networks LLC. (“HERE”) and Regent Releasing L.L.C. (“Licensor”).
PROGRAM DELIVERABLES
A. HERE PROGRAM AND TRAILER VIDEOTAPE SPECIFICATIONS
LICENSOR shall deliver to HERE on separate masters the (i) Programs and (ii) trailer and any
promotion spots of the Program.
All on-air program suppliers and production vendors are required to comply with the following
technical specifications. NO EXCEPTIONS.
All videotapes shall be delivered: Here Networks Director of Operations, c/o Andrita Studios, Inc.,
0000 Xxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000, Attn: Xxxx Xxxxxxxxx.
| 1. | Videotape formats: All programs should be delivered on the best quality master available in the following order and preference of video tape formats: HD CAM, DigiBeta, or Beta SP | |
| 2. | Program length vs. videotape length: |
| • | 30-minute program = 34 minutes tape | ||
| • | 60-minute program = 64 minutes tape | ||
| • | 90-minute program = 94 minutes tape | ||
| • | 120-minute program = 124 minutes tape |
| 3. | Videotape brands: SONY; other brands require prior approval | |
| 4. | Air master or sub-master tapes must conform with the following: |
| • | Air master programs: Recorded on a black & coded tape (video black analog 7.5 IRE; digital 0.0mV) with continuous time code and control track from the beginning of tape leader to the end. ABSOLUTELY NO FALSE START OF VIDEO OR TIME CODE AT THE BEGINNING. | ||
| • | Time code type: LTC drop frame DFTC (continuous control track). | ||
| • | Color bars: NTSC (analog or digital) | ||
| • | Audio Tone: 2 or 4 channels 1 KHz at 0dB analog or digital embedded audio tone. | ||
| • | Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo music & effects only. | ||
| • | Programming video and audio levels must be referenced to the color bars video level and audio tone level; if not, master will be rejected. |
| 5. | Videotape leader must conform with the following: |
| • | Video black (7.5 IRE for analog or 0.0mV for digital) duration: 30 seconds; time code: 00:58:00:00 | ||
| • | Color bars duration: 60 seconds; time code: 00:58:30:00 | ||
| • | Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time code: 00:59:30:00 | ||
| • | Program slate: Title; episode #; date, duration; duration: 10 seconds; time code: 00:59:40:00 | ||
| • | Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time code: 00:59:50:00 | ||
| • | Program video: Actual programming starts at time code 01:00:00:00. DO NOT include ratings, disclaimers or FBI warnings. | ||
| • | Two-tape programs: One tape is preferred, but if program is on 2 tapes, tape #1 program should start at TC 01:00:00:00; tape #2 should start at TC 02:00:00:00 |
| 6. | HP videotape technical standard: |
6
| • | Resolution shall be 1920x1080 pixels 29.97-frame rate Interlaced; referenced to 59.94HZ (Aka 1080i) | ||
| • | Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo music & effects only (Dolby 5.1 channels is not accepted at this time) | ||
| • | Time code; Continuous drop-frame time code locked and referenced to the HD video stream at the 29.97 frame rate. | ||
| • | HP Color Bars |
| 7. | Videotape container label required information: |
| • | Type of recording (master, backup, dub, etc.) | ||
| • | Production agency | ||
| • | Production center | ||
| • | Program title | ||
| • | Episode title and number, if applicable | ||
| • | Program length | ||
| • | Recording standards (e.g., high band, color, etc.) | ||
| • | Audio track information (e.g., mono, stereo, etc.) | ||
| • | Audio noise reduction information (e.g., Dolby A, Dolby SR, DBX, etc.), if applicable | ||
| • | Date of production | ||
| • | Beta format videotape of all principal music themes. |
| 8. | Here technical inspection and acceptance: HERE shall have up to forty-five (45) days from delivery to inspect the videotape master for compliance with the foregoing technical specifications. If the master does not meet the technical specifications or is otherwise defective, HERE shall give notice to Licensor, including a list of any defective elements. Licensor shall have ten (10) business days from receipt of notice to cure the defects and redeliver the master videotape. If Licensor does not cure, then HERE shall have the option to (i) terminate this Agreement with no further liability or obligation to Licensor, or (ii) create or cure the defective elements and charge the cost thereof to Licensor. |
| B. | OTHER DELIVERABLES |
All other Deliverables should be delivered to: here! TV, Director of Marketing, 00000 Xxxxxxxx
Xxxx, Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, 310-806-4298, Attn: Xxxxxx Xxxxxx
| 1. | Promotional materials: All available advertising and promotional print materials relate to the Programs including: |
| • | Ad slicks, slides, press announcements, on-air promos and trailers (if available). | ||
| • | Color production stills with captions, texted and textless key art and poster art; captioned host/star/director head shots all in the highest resolution available on all of the following formats available: diskette and transparencies. | ||
| • | On diskette and hard copy Program logos, a synopsis and description of the Program (including the title and a brief description of the Program’s topic and content), a complete list of cast and credits, and biographies of key Program performers and host, if any | ||
| • | Trailer and promotional spots in all digitized versions available in all formats created (if available). |
| 2. | Complete music cue sheet and licenses for the Program: In customary form, setting forth for each musical composition contained within the Program, the title, type of use, duration of use and the names of the composer, lyricist, publisher, copyright proprietor and performing rights society, if any |
| 3. | Credit Statement: One (1) original typewritten copy with a copy on diskette in Word 4.0 format of a statement of credits applicable to the Program setting forth the names and credit obligations of Licensor with regard to all persons to whom Licensor is contractually obligated to accord credit on the screen, in any paid advertising. |
7
Here Networks L.L.C.
000 Xxxxxxxxx Xxxxxx, 00xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel (000) 000-0000
Fax (000) 000-0000
000 Xxxxxxxxx Xxxxxx, 00xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel (000) 000-0000
Fax (000) 000-0000
As of February 16, 2007
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Re: RACE YOU TO THE BOTTOM
Ladies & Gentlemen:
This will acknowledge and confirm the terms pursuant to which REGENT RELEASING L.L.C. (“Licensor”)
has agreed to license to HERE NETWORKS L.L.C. (“HERE”) the motion picture entitled Race You to the
Bottom (the “Program”) for exhibition on Here Networks program services (“Here Networks”). For good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties have agreed to the following:
1. Program(s): “Program(s)” means the motion picture(s) currently entitled: “Race You to the
Bottom” (running time 75 minutes inclusive of main and end titles).
(a) The Program shall be produced, recorded (not dubbed) and delivered in the English
language and available in hi-definition, digi-beta or beta sp video elements in accordance
with the technical specifications of HERE’s standard delivery schedule attached hereto as
Exhibit “A;” and
(b) Shall be completely finished, fully edited and titled, and fully synchronized with
language, dialogue, sound and music, recorded with sound equipment pursuant to valid licenses, and in
all respects ready, and of a technical quality adequate for general first-class Telecast
(as defined below in paragraph 5b) in the Territory.
2. Term: The term of this agreement shall commence on the date hereof and continue
throughout the Exhibition Period as set forth in Paragraph 3 hereof (“Term”).
3. Exhibition Period: HERE shall have unlimited exhibition rights in each of the Programs
during the period of three (3) years (“Exhibition Period”) commencing no later than the earlier of
the first Telecast of the Program in the Territory or 6 months from complete delivery to and
acceptance by HERE of all of the Programs.
4. Territory: HERE shall have the exclusive right to telecast the Program in the United
States and Canada and their respective territories and possessions, including Puerto Rico, Guam and
the U.S. Virgin Islands (“Territory”) and military bases, embassies, ships, aircrafts and carriers
flying the flags of the foregoing countries.
5. Telecast and Exhibition Rights:
(a) During the Term and throughout the Territory, HERE shall have the right to Telecast the
Program in the languages licensed hereunder on any and all Telecast Service(s) which is and/or are
branded and/or owned in whole or in part and/or operated now or in the future by here! Networks, or
a parent company, division, affiliate, subsidiary, or licensee thereof in the territory (“Telecast
1
Service”). Such Telecast Service may be advertiser supported and/or accept and disclose on-air
program funding in the form of underwriting.
(b) HERE shall have the exclusive irrevocable right in the Territory to transmit, distribute,
perform and exhibit the Program on the Telecast Service via all forms of “standard television” and
“non-standard television” (“Telecast”). The term “standard television” means all forms of “free
broadcast television.” The term “non-standard television” means all other forms of “television,”
excluding free broadcast television only. The term “television” includes, without limitation, all
means, manner and method of transmission via over-the-air, satellite, cable, broadband, wireless,
Internet protocol, the Internet (provided access to such transmission is technologically capable of
being limited to the Territory, e.g., conditional access) and transmission to mobile and handheld
devices and any other technology (including, without limitation, cable, free broadcast,
subscription television, pay-per-view, closed circuit and ail forms and variations of
video-on-demand, interactive and delayed exhibition), now known or hereafter devised by which a
television signal is or may be delivered (including but not limited to analog, digital and HDTV).
HERE shall have the exclusive right, in the Territory to promote, market, and advertise the
Telecast of the Program on the Telecast Service in all forms of television and other media,
including without limitation the Internet.
(c) HERE shall have an unlimited number of Telecasts of the Program, on an unlimited number of
exhibition days, on each and every Telecast Service throughout the Territory during the Term
thereof.
(d) The license granted herein is exclusive such that Licensor agrees not to Telecast or
otherwise exhibit, or authorize, cause, or permit any other person or entity to Telecast or
otherwise exhibit in any manner or form whatsoever, the Program in any language or subtitled
version in the Territory during the Term on any form of standard or non-standard television,
including via any transmission of the Program on the Internet.
(e) HERE shall have the exclusive right in the Territory for the original television premiere
of the Program such that the Program shall not have been exhibited or otherwise exploited in any
media whatsoever anywhere in the Territory prior to HERE’S initial Telecast of the Program on the
Telecast Service.
(f) Licensor irrevocably grants to HERE the exclusive, worldwide right to Telecast the Program
and all elements thereof throughout the world, regardless of location, on any and all cruise ships,
theme parks, hotels, airplanes, resorts and entertainment centers that are broadcasting any
Telecast Services, provided that Telecast of the Program on any such branded and/or owned services
shall be limited to closed circuit television or a similar form of limited access television
exhibition permitting access only within the particular theme park, resort, entertainment centers,
cruise ships, hotels and airplanes.
6. Premiere: HERE’S initial exhibition of the Programs will constitute a premiere in both
standard and nonstandard television formats and Internet distribution in the Territory.
7. Exclusivity: The Program shall be exclusive to HERE in the Territory in standard and
nonstandard television, including Internet distribution, during the Term.
8. License Fee: HERE shall pay Licensor a license fee (“License Fee”) for the Program of
US$40,000.00, which shall be payable as follows:
(a) 20% on the 15th day of the month following technical acceptance of the
Deliverables of the Programs as defined in Paragraph 9 hereof;
(b) 40% on the 15th day of the month following first Telecast of the program in
the Territory but in no case later than 6 months from the 15th day of the month
following technical acceptance of the Deliverables of the Programs; and
2
(c) 40% on the 15th day of the month six (6) months following the preceding payment.
9. Delivery: Licensor shall deliver the materials (collectively, “Deliverables”) as more
fully set forth in Exhibit A, attached hereto and forming a part hereof, no later than a date which
shall be mutually agreed upon by the parties. Timely delivery of the Deliverables shall be of the
essence of the Agreement. Licensor shall be responsible for the expense of shipping Deliverables
from Licensor to HERE.
10. Editing & Narrating: HERE shall have the right to edit the Program for all purposes,
including, without limitation, wrapping, formatting and scheduling, creating promotional
interstitial elements, inserting commercials, and conforming with HERE’S standards and practices.
11. Advertising and Promotion Materials: Licensor hereby grants to HERE the following
rights with respect to the Program, which rights shall be exclusive to HERE within the Territory:
(a) The right to use, disseminate, reproduce, print and publish, without the payment of
any additional compensation, any and all audio, visual and other elements of the Program,
including without limitation, any clips, music (in context only unless otherwise specified
herein) existing slides, photos and other publicity and promotional materials reasonably
available to or under the control of Licensor (“Advertising Materials”), subject to any
pre-existing third party contractual restrictions applicable thereto and of which Licensor
informs HERE in writing at the time of delivery of the Advertising Materials. HERE’S
inadvertent or unintentional failure to comply with any such applicable restrictions shall
not constitute a material breach of this Agreement. Licensor hereby acknowledges HERE’S
preference for original color slides and agrees to use best efforts to furnish same to HERE.
To the extent reasonably practical, said Advertising Materials shall be delivered to HERE at
Licensor’s sole cost and expense not less than one hundred and twenty (120) days prior to
commencement of the Term, or as early as reasonably and commercial possible. Licensor shall
deliver said Advertising Materials in accordance with the Delivery Requirements. Licensor
understands that the furnishing of the aforementioned Advertising Materials is a material
obligation of this Agreement and failure to comply with such is grounds for termination of
this Agreement;
(b) The right to create and use written summaries, extracts, and synopses for the
purpose of advertising, exploitation and publicity;
(c) The right to advertise, publicize, and promote the exhibition of the Programs by
all means and/or media (including, but not limited to the Internet) in the Language
specified herein;
(d) The right to create television promotional spots featuring segments (not to exceed
four (4) minutes each) of the Program and the right to engage in commercial or promotional
tie-ins with sponsors of the Program or the Telecast Service, subject to any restrictions or
obligations contained in the talent agreements and notified by Licensor to HERE in writing
in advance;
(e) The right to use and authorize third parties to use the name, likeness and/or voice
of, and biographical information relating to, anyone who rendered services in or in
connection with the Program, for the purpose of advertising, publicizing or promoting the
Programs or the Telecast Service, but not so as to constitute a direct endorsement of any
product or Telecast Service other than the Telecast Service referred to in this Agreement,
and subject to any applicable guild and third party contractual restrictions of which
Licensor notifies HERE in advance in writing. Notwithstanding the foregoing, HERE’S
inadvertent or unintentional failure to comply with any applicable guild or third party
contractual restrictions shall not constitute a material breach of this Agreement; and
3
(f) The right to submit the Program or portions thereof for awards consideration
within the Territory.
Immediately upon signature of this Agreement, Licensor shall furnish HERE with all available
promotional materials as set forth in Exhibit A, Timely delivery of all available promotional
materials is of the essence of the Agreement.
12. Warranties and Indemnification: Licensor warrants and represents that it has the right
to enter into this Agreement, to grant all rights (including but not limited to grand rights)
granted herein and to perform all of Licensor’s obligations hereunder and that HERE’S exercise of
its rights hereunder, including, without limitation, the exhibition, promotion, publicity and
advertising use of the Program or any part thereof as provided herein shall not violate the rights
of any third party or cause HERE to have any financial liability whatsoever, except for the License
Fee set forth herein and payment to performing rights societies such as ASCAP and BMI.
Licensor shall indemnify and hold harmless HERE from and against any claims, damages, costs,
liabilities and expenses, including but not limited to reasonable counsel fees, relating to the
Program or arising from exhibition of the Program by HERE or the Here Networks program services,
any breach of any warranty or representation made by Licensor herein, or any promotional use by
HERE of the Program or any elements thereof, in any manner in any media (but not as a direct
endorsement of any product), including without limitation, clips, photographs and music. HERE shall
similarly indemnify and hold harmless Licensor for any breach of any warranty or representation of
HERE hereunder.
13. E&O Insurance:
Licensor and HERE shall each cause the other party to be named as an additional insured with
respect to the Program under each party’s respective Errors and Omissions insurance.
14. Choice of Law: This Agreement shall be governed and construed in accordance with the
laws of the State of California applicable to contracts entered into and fully to be performed
therein. Licensor hereby consents and submits to the jurisdiction of the federal and state courts
located in the State of California, and any action or suit under this Agreement may be brought in
any federal or state court with appropriate jurisdiction over the subject matter established or
sitting in the State of California.
14. Assignment: This Agreement will be binding upon and will inure to the benefit of the
parties hereto and their respective successors and permitted assigns. Licensor may not assign,
license or otherwise transfer its rights and/or obligations under this Agreement, in whole or in
part, to any person or entity, provided however that Licensor may assign the right to receive
payment hereunder to any third party. HERE may assign any or all of its rights and obligations
under this Agreement for purposes of distribution of the Program, or in connection with a merger or
sale of the assets of HERE, as long as assignee assumes all of the obligations hereunder.
15. Termination: HERE shall have the right to terminate this Agreement in its sole and
absolute discretion if Licensor fails to deliver the Program in accordance with the terms and
conditions hereof, subject to any notice and cure provisions hereof. Except as expressly provided
herein, Licensor shall not have the right to terminate, revoke, cancel, or rescind this Agreement
for any reason whatsoever prior to the expiration of the Term, unless with the consent of both
parties in writing.
16. Remedies: No waiver by either party of any breach hereof shall be deemed a waiver of
any preceding or succeeding breach hereof. Notwithstanding any other provision of this Agreement,
Licensor’s sole remedy for breach by HERE of any of its obligations under this Agreement shall be
an action at law for damages and Licensor acknowledges that such damages are fully adequate to
compensate Licensor in the case of any breach by HERE hereunder. In no event shall Licensor seek or
be entitled to rescission, injunctive or other equitable relief.
4
Please sign below to indicate your acceptance of the foregoing as of the date first written above
and return all copies of the Agreement to HERE for countersignature. A fully executed copy of the
Agreement will be sent to you thereafter.
Very truly yours,
HERE NETWORKS L.L.C.
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Its: | ||||
AGREED AND ACCEPTED:
REGENT RELEASING L.L.C.
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Its: | ||||
5
EXHIBIT A
DELIVERY SCHEDULE
DELIVERY SCHEDULE
(Attached
to and forming a part of the Agreement dated as of February 16, 2007,
between Here Networks LLC. (“HERE”) and Regent Releasing L.L.C. (“Licensor”).
between Here Networks LLC. (“HERE”) and Regent Releasing L.L.C. (“Licensor”).
PROGRAM DELIVERABLES
A. HERE PROGRAM AND TRAILER VIDEOTAPE SPECIFICATIONS
LICENSOR shall deliver to HERE on separate masters the (i) Programs and (ii) trailer and any
promotion spots of the Program.
All on-air program suppliers and production vendors are required to comply with the following
technical specifications. NO EXCEPTIONS.
All videotapes shall be delivered: Here Networks Director of Operations, do Andrita Studios, Inc.,
0000 Xxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000, Attn: Xxxx Xxxxxxxxx.
| 1. | Videotape formats: Ail programs should be delivered on the best quality master available in the following order and preference of video tape formats: HD CAM, DigiBeta, or Beta SP | |
| 2. | Program length vs. videotape length: |
| • | 30-minute program = 34 minutes tape | ||
| • | 60-minute program = 64 minutes tape | ||
| • | 90-minute program = 94 minutes tape | ||
| • | 120-minute program = 124 minutes tape |
| 3. | Videotape brands: SONY; other brands require prior approval | |
| 4. | Air master or sub-master tapes must conform with the following: |
| • | Air master programs: Recorded on a black & coded tape (video black analog 7.5 IRE; digital 0.0mV) with continuous time code and control track from the beginning of tape leader to the end. ABSOLUTELY NO FALSE START OF VIDEO OR TIME CODE AT THE BEGINNING. | ||
| • | Time code type: LTC drop frame DFTC (continuous control track). | ||
| • | Color bars: NTSC (analog or digital) | ||
| • | Audio Tone: 2 or 4 channels 1 KHz at 0dB analog or digital embedded audio tone. | ||
| • | Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo music & effects only. | ||
| • | Programming video and audio levels must be referenced to the color bars video level and audio tone level; if not, master will be rejected. |
| 5. | Videotape leader must conform with the following: |
| • | Video black (7.5 IRE for analog or 0.0mV for digital) duration: 30 seconds; time code: 00:58:00:00 | ||
| • | Color bars duration; 60 seconds; time code: 00:58:30:00 | ||
| • | Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time code: 00:59:30:00 | ||
| • | Program slate: Title; episode #; date, duration; duration: 10 seconds; time code: 00:59:40:00 | ||
| • | Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time code: 00:59:50:00 | ||
| • | Program video: Actual programming starts at time code 01:00:00:00. DO NOT include ratings, disclaimers or FBI warnings. | ||
| • | Two-tape programs: One tape is preferred, but if program is on 2 tapes, tape #1 program should start at TC 01:00:00:00; tape #2 should start at TC 02:00:00:00 |
| 6. | HP videotape technical standard: |
6
| • | Resolution shall be 1920x1080 pixels 29.97-frame rate Interlaced; referenced to 59.94HZ (Aka 1080i) | ||
| • | Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo music & effects only (Dolby 5.1 channels is not accepted at this time) | ||
| • | Time code; Continuous drop-frame time code locked and referenced to the HD video stream at the 29.97 frame rate. | ||
| • | HP Color Bars |
| 7. | Videotape container label required information: |
| • | Type of recording (master, backup, dub, etc.) | ||
| • | Production agency | ||
| • | Production center | ||
| • | Program title | ||
| • | Episode title and number, if applicable | ||
| • | Program length | ||
| • | Recording standards (e.g., high band, color, etc.) | ||
| • | Audio track information (e.g., mono, stereo, etc.) | ||
| • | Audio noise reduction information (e.g., Dolby A, Dolby SR, DBX, etc.), if applicable | ||
| • | Date of production | ||
| • | Beta format videotape of all principal music themes. |
| 8. | Here technical inspection and acceptance: HERE shall have up to forty-five (45) days from delivery to inspect the videotape master for compliance with the foregoing technical specifications. If the master does not meet the technical specifications or is otherwise defective, HERE shall give notice to Licensor, including a list of any defective elements. Licensor shall have ten (10) business days from receipt of notice to cure the defects and redeliver the master videotape. If Licensor does not cure, then HERE shall have the option to (i) terminate this Agreement with no further liability or obligation to Licensor, or (ii) create or cure the defective elements and charge the cost thereof to Licensor. |
| B. | OTHER DELIVERABLES |
All other Deliverables should be delivered to: here! TV, Director of Marketing, 00000 Xxxxxxxx
Xxxx, Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, 310-806-4298, Attn: Xxxxxx Xxxxxx
| 1. | Promotional materials: All available advertising and promotional print materials relate to the Programs including: |
| • | Ad slicks, slides, press announcements, on-air promos and trailers (if available). | ||
| • | Color production stills with captions, texted and textless key art and poster art; captioned host/star/director head shots all in the highest resolution available on all of the following formats available: diskette and transparencies. | ||
| • | On diskette and hard copy Program logos, a synopsis and description of the Program (including the title and a brief description of the Program’s topic and content), a complete list of cast and credits, and biographies of key Program performers and host, if any | ||
| • | Trailer and promotional spots in all digitized versions available in all formats created (if available). |
| 2. | Complete music cue sheet and licenses for the Program: In customary form, setting forth for each musical composition contained within the Program, the title, type of use, duration of use and the names of the composer, lyricist, publisher, copyright proprietor and performing rights society, if any |
| 3. | Credit Statement: One (1) original typewritten copy with a copy on diskette in Word 4.0 format of a statement of credits applicable to the Program setting forth the names and credit obligations of Licensor with regard to all persons to whom Licensor is contractually obligated to accord credit on the screen, in any paid advertising. |
7
Here Networks L.L.C.
000 Xxxxxxxxx Xxxxxx, 00xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel (000) 000-0000
Fax (000) 000-0000
000 Xxxxxxxxx Xxxxxx, 00xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel (000) 000-0000
Fax (000) 000-0000
As of November 1, 2007
Regent Releasing L.L.C,
00000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Re:
ELEVEN MEN OUT
Ladies & Gentlemen:
This will acknowledge and confirm the terms pursuant to which REGENT RELEASING
L.L.C. (“Licensor”) has agreed to license to HERE
NETWORKS L.L.C. (“HERE”) the
motion picture entitled Eleven Men Out (the “Program”) for exhibition on Here
Networks program services (“Here Networks”). For good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties have
agreed to the following:
1. Program(s): “Program(s)” means the motion picture(s) currently entitled:
“Eleven Men Out” (running time 85 minutes inclusive of main and end titles).
(a) The Program shall be produced, recorded (not dubbed) and delivered in
the English language and available in hi-definition, digi-beta or beta sp
video elements in accordance with the technical specifications of HERE’S
standard delivery schedule attached hereto as Exhibit “A;” and
(b) Shall be completely finished, fully edited and titled, and fully
synchronized with language, dialogue, sound and music, recorded with sound
equipment pursuant to valid licenses, and in all respects ready, and of a
technical quality adequate for general first-class Telecast (as defined
below in paragraph 5b) in the Territory.
2. Term: The term of this agreement shall commence on the date hereof and
continue throughout the Exhibition Period as set forth in Paragraph 3 hereof
(“Term”).
3. Exhibition Period: HERE shall have unlimited exhibition rights in each of the
Programs during the period of three (3) years (“Exhibition Period”) commencing no
later than the earlier of the first Telecast of the Program in the Territory or 6
months from complete delivery to and acceptance by HERE of all of the Programs.
4. Territory: HERE shall have the exclusive right to telecast the Program
in the United States and Canada and their respective territories and possessions,
including Puerto Rico, Guam and the U.S. Virgin Islands (“Territory”) and military
bases, embassies, ships, aircrafts and carriers flying the flags of the foregoing
countries.
5. Telecast and Exhibition Rights:
(a) During the Term and throughout the Territory, HERE shall have the right
to Telecast the Program in the languages licensed hereunder on any and all
Telecast Service(s) which is and/or are branded and/or owned in whole
or in part
and/or operated now or in the future by here! Networks, or a parent company,
division, affiliate, subsidiary, or licensee thereof in the territory (“Telecast
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Service”). Such Telecast Service may be advertiser supported and/or accept and
disclose on-air program funding in the form of underwriting.
(b) HERE shall have the exclusive irrevocable right in the Territory to transmit,
distribute, perform and exhibit the Program on the Telecast Service via all forms of
“standard television” and “non-standard television” (“Telecast”). The term “standard
television” means all forms of “free broadcast television.” The term “non-standard
television” means ail other forms of “television,” excluding free broadcast television
only. The term “television” includes, without limitation, all means, manner and method of
transmission via over-the-air, satellite, cable, broadband, wireless, Internet protocol,
the Internet (provided access to such transmission is technologically capable of being
limited to the Territory, e.g., conditional access) and transmission to mobile and
handheld devices and any other technology (including, without limitation, cable, free
broadcast, subscription television, pay-per-view, closed circuit
and ail forms and variations of video-on-demand, interactive and delayed exhibition),
now known or hereafter devised by which a television signal is or may be delivered
(including but not limited to analog, digital and HDTV), HERE shall have the exclusive
right, in the Territory to promote, market, and advertise the Telecast of the Program on
the Telecast Service in all forms of television and other media, including without
limitation the internet.
(c) HERE shall have an unlimited number of Telecasts of the Program, on an unlimited
number of exhibition days, on each and every Telecast Service throughout the Territory
during the Term thereof.
(d) The license granted herein is exclusive such that Licensor agrees not to Telecast
or otherwise exhibit, or authorize, cause, or permit any other person or entity to
Telecast or otherwise exhibit in any manner or form whatsoever, the Program in any
language or subtitled version in the Territory during the Term on any form of standard or
non-standard television, including via any transmission of the Program on the Internet.
(e) HERE shall have the exclusive right in the Territory for the original television
premiere of the Program such that the Program shall not have been exhibited or otherwise
exploited in any media whatsoever anywhere in the Territory prior to HERE’S initial
Telecast of the Program on the Telecast Service.
(f) Licensor irrevocably grants to HERE the exclusive, worldwide right to Telecast
the Program and all elements thereof throughout the world, regardless of location, on any
and all cruise ships, theme parks, hotels, airplanes, resorts and entertainment centers
that are broadcasting any Telecast Services, provided that Telecast of the Program on any
such branded and/or owned services shall be limited to closed circuit television or a
similar form of limited access television exhibition permitting access only within the
particular theme park, resort, entertainment centers, cruise ships, hotels and airplanes.
6. Premiere; HERE’S initial exhibition of the Programs will constitute a
premiere in both standard and nonstandard television formats and Internet distribution
in the Territory.
7. Exclusivity: The Program shall be exclusive to HERE in the Territory in
standard and nonstandard television, including Internet distribution, during the Term.
8. License Fee: HERE shall pay Licensor a license fee (“License Fee”) for
the Program of US$40,000.00, which shall be payable as follows:
(a) 20%
on the 15th day of the month following technical acceptance of
the Deliverables of the Programs as defined in Paragraph 9 hereof;
(b) 40% on the 15th day of the month following first Telecast of the
program in the Territory but in no case later than 6 months from the 15th
day of the month following technical acceptance of the Deliverables of the Programs;
and
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(c) 40% on the 15th day of the month six (6) months following the preceding
payment.
9.
Delivery: Licensor shall deliver the materials (collectively,
“Deliverables”) as more fully set forth in Exhibit A, attached hereto and forming a
part hereof, no later than a date which shall be mutually agreed upon by the parties.
Timely delivery of the Deliverables shall be of the essence of the Agreement. Licensor
shall be responsible for the expense of shipping Deliverables from Licensor to HERE.
10. Editing & Narrating: HERE shall have the right to edit the Program for all
purposes, including, without limitation, wrapping, formatting and scheduling, creating
promotional interstitial elements, inserting commercials, and conforming with HERE’S
standards and practices.
11. Advertising and Promotion Materials: Licensor hereby grants to HERE the
following rights with respect to the Program, which rights shall be exclusive to HERE
within the Territory:
(a) The right to use, disseminate, reproduce, print and publish, without the
payment of any additional compensation, any and all audio, visual and other elements
of the Program, including without limitation, any clips, music (in context only
unless otherwise specified herein) existing slides, photos and other publicity and
promotional materials reasonably available to or under the control of Licensor
(“Advertising Materials”), subject to any pre-existing third party contractual
restrictions applicable thereto and of which Licensor informs HERE in writing at the
time of delivery of the Advertising Materials. HERE’S inadvertent or
unintentional failure to comply with any such applicable restrictions shall not
constitute a material breach of this Agreement. Licensor hereby acknowledges
HERE’S preference for original color slides and agrees to use best efforts to
furnish same to HERE. To the extent reasonably practical, said Advertising Materials
shall be delivered to HERE at Licensor’s sole
cost and expense not less than one hundred and twenty (120) days prior to
commencement of the Term, or as early as reasonably and commercial possible.
Licensor shall deliver said Advertising Materials in accordance with the Delivery
Requirements. Licensor understands that the furnishing of the aforementioned
Advertising Materials is a material obligation of this Agreement and failure to
comply with such is grounds for termination of this Agreement;
(b) The right to create and use written summaries, extracts, and synopses for
the purpose of advertising, exploitation and publicity;
(c) The right to advertise, publicize, and promote the exhibition of the
Programs by all means and/or media (including, but not limited to the Internet) in
the Language specified herein;
(d) The right to create television promotional spots featuring segments (not to
exceed four (4) minutes each) of the Program and the right to engage in commercial
or promotional tie-ins with sponsors of the Program or the Telecast Service, subject
to any restrictions or obligations contained in the talent agreements and notified
by Licensor to HERE in writing in advance;
(e) The right to use and authorize third parties to use the name, likeness
and/or voice of, and biographical information relating to, anyone who rendered
services in or in connection with the Program, for the purpose of advertising,
publicizing or promoting the Programs or the Telecast Service, but not so as to
constitute a direct endorsement of any product or Telecast Service other than the
Telecast Service referred to in this Agreement, and subject to any applicable guild
and third party contractual restrictions of which Licensor notifies HERE in advance
in writing. Notwithstanding the foregoing, HERE’S inadvertent or unintentional
failure to comply with any applicable guild or third party contractual restrictions
shall not constitute a material breach of this Agreement; and
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(f) The right to submit the Program or portions thereof for awards
consideration within the Territory.
Immediately upon signature of this Agreement, Licensor shall furnish HERE with all
available promotional materials as set forth in Exhibit A. Timely delivery of all
available promotional materials is of the essence of the Agreement.
12. Warranties and Indemnification: Licensor warrants and represents that it has
the right to enter into this Agreement, to grant all rights (including but not limited to
grand rights) granted herein and to perform all of Licensor’s obligations hereunder and
that HERE’S exercise of its rights hereunder, including, without limitation, the
exhibition, promotion, publicity and advertising use of the Program or any part thereof as
provided herein shall not violate the rights of any third party or cause HERE to have any
financial liability whatsoever, except for the License Fee set forth herein and payment to
performing rights societies such as ASCAP and BMI.
Licensor shall indemnify and hold harmless HERE from and against any claims, damages,
costs, liabilities and expenses, including but not limited to reasonable counsel fees,
relating to the Program or arising from exhibition of the Program by HERE or the Here
Networks program services, any breach of any warranty or representation made by
Licensor herein, or any promotional use by HERE of the Program or any elements
thereof, in any manner in any media (but not as a direct endorsement of any product),
including without limitation, clips, photographs and music. HERE shall similarly
indemnify and hold harmless Licensor for any breach of any warranty or representation
of HERE hereunder.
13. E&O Insurance:
Licensor and HERE shall each cause the other party to be named as an additional
insured with respect to the Program under each party’s respective Errors and Omissions
insurance.
14. Choice of Law: This Agreement shall be governed and construed in accordance
with the laws of the State of California applicable to contracts entered into and fully to
be performed therein. Licensor hereby consents and submits to the jurisdiction of the
federal and state courts located in the State of California, and any action or suit under
this Agreement may be brought in any federal or state court with appropriate jurisdiction
over the subject matter established or sitting in the State of California.
14. Assignment: This Agreement will be binding upon and will inure to the
benefit of the parties hereto and their respective successors and permitted assigns.
Licensor may not assign, license or otherwise transfer its rights and/or obligations under
this Agreement, in whole or in part, to any person or entity, provided however that
Licensor may assign the right to receive payment hereunder to any third party. HERE may
assign any or all of its rights and obligations under this Agreement for purposes of
distribution of the Program, or in connection with a merger or sale of the assets of HERE,
as long as assignee assumes all of the obligations hereunder.
15. Termination: HERE shall have the right to terminate this Agreement in its sole
and absolute discretion if Licensor fails to deliver the Program in accordance with the
terms and conditions hereof, subject to any notice and cure provisions hereof. Except as
expressly provided herein, Licensor shall not have the right to terminate, revoke, cancel,
or rescind this Agreement for any reason whatsoever prior to the expiration of the Term,
unless with the consent of both parties in writing.
16. Remedies: No waiver by either party of any breach hereof shall be deemed a
waiver of any preceding or succeeding breach hereof. Notwithstanding any other provision
of this Agreement, Licensor’s sole remedy for breach by HERE of any of its obligations
under this Agreement shall be an action at law for damages and Licensor acknowledges that
such damages are fully adequate to compensate Licensor in the case of any breach by HERE
hereunder. In no event shall Licensor seek or be entitled to rescission, injunctive or
other equitable relief.
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Please sign below to indicate your acceptance of the foregoing as of the date first written above
and return all copies of the Agreement to HERE for countersignature. A fully executed copy of the
Agreement will be sent to you thereafter,
| Very truly yours, HERE NETWORKS L.L.C. |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Its: | ||||
| AGREED AND ACCEPTED: REGENT RELEASING L.L.C. |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Its: | ||||
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EXHIBIT A
DELIVERY SCHEDULE
DELIVERY SCHEDULE
(Attached
to and forming a part of the Agreement dated as of
November 1, 2007,
between Here Networks LLC. (“HERE”) and Regent Releasing L.L.C. (“Licensor”),
between Here Networks LLC. (“HERE”) and Regent Releasing L.L.C. (“Licensor”),
PROGRAM DELIVERABLES
A. HERE PROGRAM AND TRAILER VIDEOTAPE SPECIFICATIONS
LICENSOR shall deliver to HERE on separate masters the (i) Programs and (ii) trailer and
any promotion spots of the Program.
All on-air program suppliers and production vendors are required to comply with the
following technical specifications. NO EXCEPTIONS.
All videotapes shall be delivered: Here Networks Director of Operations, c/o Andrita
Studios, Inc., 0000 Xxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000, Attn: Xxxx Xxxxxxxxx.
| 1. | Videotape formats: All programs should be delivered on the best quality master available in the following order and preference of video tape formats: HD CAM, DigiBeta, or Beta SP | |
| 2. | Program length vs. videotape length: |
| • | 30-minute program = 34 minutes tape | ||
| • | 60-minute program = 64 minutes tape | ||
| • | 90-minute program = 94 minutes tape | ||
| • | 120-minute program = 124 minutes tape |
| 3. | Videotape brands: SONY; other brands require prior approval | |
| 4. | Air master or sub-master tapes must conform with the following: |
| • | Air master programs: Recorded on a black & coded tape (video black analog 7,5 IRE; digital 0.0mV) with continuous time code and control track from the beginning of tape leader to the end. ABSOLUTELY NO FALSE START OF VIDEO OR TIME CODE AT THE BEGINNING. | ||
| • | Time code type: LTC drop frame DFTC (continuous control track). | ||
| • | Color bars: NTSC (analog or digital) | ||
| • | Audio Tone: 2 or 4 channels 1 KHz at 0dB analog or digital embedded audio tone. | ||
| • | Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo music & effects only. | ||
| • | Programming video and audio levels must be referenced to the color bars video level and audio tone level; if not, master will be rejected. |
| 5. | Videotape leader must conform with the following: |
| • | Video black (7.5 IRE for analog or 0.0mV for digital) duration: 30 seconds; time code: 00:58:00:00 | ||
| • | Color bars duration: 60 seconds; time code: 00:58:30:00 | ||
| • | Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time code: 00:59:30:00 | ||
| • | Program slate; Title; episode #; date, duration; duration: 10 seconds; time code; 00:59:40:00 | ||
| • | Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time code: 00:59:50:00 | ||
| • | Program video: Actual programming starts at time code 01:00:00:00. DO NOT include ratings, disclaimers or FBI warnings. | ||
| • | Two-tape programs: One tape is preferred, but if program is on 2 tapes, tape #1 program should start at TC 01:00:00:00; tape #2 should start at TC 02:00:00:00 |
| 6. | HD videotape technical standard: |
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| • | Resolution shall be 1920x1080 pixels 29.97-frame rate interlaced; referenced to 59.94HZ (Aka1080i) | ||
| • | Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo music & effects only (Dolby 5.1 channels is not accepted at this time) | ||
| • | Time code: Continuous drop-frame time code locked and referenced to the HD video stream at the 29.97 frame rate. | ||
| • | HD Color Bars |
| 7. | Videotape container label required information: |
| • | Type of recording (master, backup, dub, etc.) | ||
| • | Production agency | ||
| • | Production center | ||
| • | Program title | ||
| • | Episode title and number, if applicable | ||
| • | Program length | ||
| • | Recording standards (e.g., high band, color, etc.) | ||
| • | Audio track information (e.g., mono, stereo, etc.) | ||
| • | Audio noise reduction information (e.g., Dolby A, Dolby SR, DBX, etc.), if applicable | ||
| • | Date of production | ||
| • | Beta format videotape of all principal music themes. |
| 8. | Here technical inspection and acceptance: HERE shall have up to forty-five (45) days from delivery to inspect the videotape master for compliance with the foregoing technical specifications. If the master does not meet the technical specifications or is otherwise defective, HERE shall give notice to Licensor, including a list of any defective elements. Licensor shall have ten (10) business days from receipt of notice to cure the defects and redeliver the master videotape. If Licensor does not cure, then HERE shall have the option to (i) terminate this Agreement with no further liability or obligation to Licensor, or (ii) create or cure the defective elements and charge the cost thereof to Licensor. |
B. OTHER DELIVERABLES
All other Deliverables should be delivered to: here! TV, Director of Marketing, 00000
Xxxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, 310-806-4298, Attn: Xxxxxx Xxxxxx
| 1. | Promotional materials: All available advertising and promotional print materials relate to the Programs including: |
| • | Ad slicks, slides, press announcements, on-air promos and trailers (if available). | ||
| • | Color production stills with captions, texted and textless key art and poster art; captioned host/star/director head shots all in the highest resolution available on all of the following formats available: diskette and transparencies. | ||
| • | On diskette and hard copy Program logos, a synopsis and description of the Program (including the title and a brief description of the Program’s topic and content), a complete list of cast and credits, and biographies of key Program performers and host, if any | ||
| • | Trailer and promotional spots in all digitized versions available in all formats created (if available), |
| 2. | Complete music cue sheet and licenses for the Program: in customary form, setting forth for each musical composition contained within the Program, the title, type of use, duration of use and the names of the composer, lyricist, publisher, copyright proprietor and performing rights society, if any | |
| 3. | Credit Statement: One (1) original typewritten copy with a copy on diskette in Word 4.0 format of a statement of credits applicable to the Program setting forth the names and credit obligations of Licensor with regard to all persons to whom Licensor is contractually obligated to accord credit on the screen, in any paid advertising. |
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