Re: Animax Latin America / Woke Up Dead, Season 1 Contract No. Ven-10-B004x
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- 10202 West Washington Boulevard, Jack Cohn 4037
- Content Protection System.
- Embedded Information
- Geofiltering
- Network Service Protection Requirements.
- Analogue Outputs
- Digital Outputs
- Copying and PVR
- Simulstreaming and IPTV delivery
- Catch-up TV
- High-Definition Requirements
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As of September 15, 2010 Natalie Pratico Vice President Sales Planning CPT Holdings, Inc. 10202 West Washington Boulevard Culver City, California 90232
Contract No. VEN-10-B004x Dear Natalie: The following sets forth the terms under which AXN Latin America Inc. (“ANIMAX”) has agreed to license certain rights from CPT Holdings, Inc. (“Licensor”) for the programs listed below. 1. Licensed Programs: Woke Up Dead, Season 1 (22 scripted episodes x 4-7 minutes). Subject to Licensor controlling the distribution rights in the Territory, ANIMAX shall have the option, to be exercised no later than thirty (30) days from the date of ANIMAX’s receipt of Licensor’s written notice, to license all subsequent episodes, seasons and/or features of the Licensed Programs that are produced on the same terms and conditions provided herein, except that the License Fee shall increase by five percent (5%) per subsequent season. 2. Territory: The “Territory” shall be defined as (a) Mexico and its territories, commonwealths, possessions and trusteeships; and (b) all countries, territories, commonwealths, possessions and trusteeships within (i) Central America (including, without limitation, Belize, Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua and Panama), (ii) South America (including, without limitation, Argentina, Bolivia, Brazil, Chile, Colombia, Ecuador, French Guiana, Guyana, Paraguay, Peru, Suriname, Uruguay and Venezuela), and (iii) the Caribbean Basin Islands (excluding Puerto Rico and the U.S. Virgin Islands but including, without limitation, Anguilla, Antigua and Barbuda, Aruba, the Bahamas, Barbados, Bermuda, the British Virgin Islands, the Cayman Islands, Dominica, Dominican Republic, Grenada, Guadeloupe, Haiti, Jamaica, Martinique, Montserrat, the Netherland Antilles, St. Kitts & Nevis, St. Lucia, St. Vincent and the Grenadines, Trinidad and Tobago and the Turks and Caicos Islands). 3. License: Subject to all of the terms and conditions hereof including the content protection requirements set forth on Schedule B attached hereto (and by this reference incorporated into this agreement), Licensor hereby grants to ANIMAX a license to exhibit the Licensed Programs in Standard Definition and High Definition: (a) exclusively on a basic television, extended basic television, and/or premium pay television basis (“Linear Basis”) via any and all forms of Non-Standard Television (as those terms are defined below), whether directly to subscribers or through affiliated systems; and (b) non exclusively on a free on demand basis (i.e., offered to a viewer free of charge whether through an ad-supported service or not) (“FOD Basis”) via Non-Standard Television, Wireless Distribution and the Internet (collectively, the “Rights Granted”). For the avoidance of doubt, Licensee may not exhibit or offer the Licensed Program on an FOD Basis in HD via Wireless Distribution. “High Definition” or “HD” shall mean any resolution that is (a) 1080 vertical lines of resolution or less (but at least 720 vertical lines of resolution) and (b) 1920 lines of horizontal resolution or less (but at least 1280 lines of horizontal resolution). “Standard Definition” or “SD” shall mean for NTSC, any resolution equal to or less than 480 lines of vertical resolution (and equal to or less than 720 lines of horizontal resolution). “Non-Standard Television” shall mean television exhibition by means of cable, wire or fiber of any material, any and all forms of regular or occasional scrambled broadcast (encrypted signal) for taping, master antenna, satellite master antenna, tape, cassette and disc delivery, single and multi-channel multi-point distribution service, direct satellite transmission, broadband (including any forms of IPTV), radio (for purposes of simulcast only), low power, closed-circuit, high definition, direct to home and digital terrestrial television. Non-Standard Television shall not include exhibition by means of Standard Broadcast Television (which shall mean exhibition by means of analog or digital) (“Free DTT”) VHF or UHF television broadcast, the video and audio portions of which are intelligibly receivable without charge by means of standard home roof-top or television set built-in antennas with or without the use of a digital converter box) or distribution of video cassettes, video discs or similar devices (“Reserved Rights”). “Wireless Distribution” shall mean transmission via any form of mobile and/or wireless technology. 4. Language: ANIMAX shall be permitted to exercise the Rights Granted in the original English language version and/or dubbed and/or subtitled in all local languages of the Territory. 5. Delivery: Licensor shall endeavor to provide to ANIMAX all documents and materials specified on Schedule A, including Promotional and Publicity Materials Licensor shall pay the cost of shipping the Materials to the point of delivery specified by ANIMAX. ANIMAX shall pay all return shipping costs. 6. License Period: The License Period shall be for a term of three (3) years commencing on October 1, 2012 and expiring on September 30, 2015. 7. Number of Exhibition Days: ANIMAX shall have the right to exhibit the Licensed Programs in the Territory on a Linear Basis for no more than a total of eighteen (18) Exhibition Days across all Linear Licensed Services (as such term is defined in Paragraph 10) in the aggregate during the License Period, with no more than three (3) runs per Exhibition Day. For purposes of this agreement, one “Exhibition Day” shall begin upon the exhibition of a Licensed Program within the Territory and end twenty-four (24) hours later. Subject to Paragraph 3, the number of runs which may be taken on an FOD Basis for the Licensed Programs shall be unlimited. For purposes of calculating Exhibition Days for each episode of the Licensed Program on a Linear Basis, the HD service shall be considered one Licensed Service provided that it meets the following requirements (the “Single Service Requirements”): (a) has a programming schedule that is identical to and simulcast with the SD service; (b) is made available only to subscribers who receive the SD service; (c) does not charge a separately identifiable charge to subscribers in the Territory to receive the HD service in addition to the fee to receive the SD service. In the event and at the time that the HD service fails to meet the Single Service Requirements, the SD service and the HD service shall be considered to be separate Licensed Services for purposes of the Agreement and any exhibition of a Licensed Program on the SD service and the HD service shall constitute two separate Exhibition Days hereunder. 8. Holdback: Licensor shall not exploit or authorize any exploitation of the Licensed Programs in the Territory in any media including, but not limited to, Standard Broadcast Television, for a period of three (3) months after the commencement of the License Period (the “Holdback”). 9. License Fee: An aggregate license fee of US$44,000 (the “License Fee”) shall be paid according to the following schedule (the “Payment Due Date(s)”): (a) 50% of the License Fee shall be payable upon commencement of the License Period, and (b) 50% of the License Fee shall be payable six (6) months after commencement of the License Period. Notwithstanding the Payment Due Dates set forth above, ANIMAX shall remit each payment installment within thirty (30) days after the date of ANIMAX’s receipt of Licensor’s invoice or upon the applicable Payment Due Date, whichever occurs later. Licensor shall remit a License Fee invoice for each Payment Due Date set forth above. All License Fee invoices shall be sent to the following address: AXN Latin America Inc. c/o Animax Latin America Calle 9, Edificio Arbona La Urbina – 1070 Caracas, Venezuela Attention: Vanessa Arevalo Fax: (58 212) 205-1781
Attention: Patricia Rainwater Fax: (310) 244-2218
Sublicensing: ANIMAX shall have the right to assign or sublicense the Rights Granted, without obtaining the prior written consent of Licensor as follows: (a) With respect to exhibition on a Linear Basis, to channels currently known as “ANIMAX” in the Territory and/or to any other Sony affiliated channels in the Territory (each a “Linear Licensed Service”); and (b) With respect to exhibition on an FOD Basis, to third party platforms; provided, however that (x) any such assignment or sublicense shall not release ANIMAX from its obligations to Licensor under this agreement and (y) further that if more than one Linear Licensed Service takes a run within the same Exhibition Day as another Linear Licensed Service, such run shall count towards a separate Exhibition Day with respect to each such Linear Licensed Service. 11. Advertising, Subtitling, Dubbing and Editing: ANIMAX shall have the right to advertise and promote the Licensed Programs throughout the Territory in any manner it deems appropriate subject to applicable laws and any third party restrictions of which ANIMAX is notified in writing by Licensor prior to or contemporaneously with delivery as set forth in Section 5. ANIMAX shall have the right to dub and/or subtitle the Licensed Programs as necessary for ANIMAX to exploit the Rights Granted in the Territory. ANIMAX and Licensor agree that any dubbed or subtitled versions of the Licensed Programs created by or at the direction of ANIMAX shall be the exclusive property of ANIMAX; provided, however, that Licensor may access such ANIMAX versions of the Licensed Programs free of charge, provided that Licensor pays the costs, if any, of copying and delivering such ANIMAX versions to Licensor. ANIMAX shall have the right to edit the Licensed Programs to conform to time segment requirements, local censorship regulations or program practices, policies and standards of ANIMAX or any ANIMAX authorized broadcast entity or for the purpose of inserting intermissions or commercial breaks. In addition to the foregoing, ANIMAX shall have the right to localize the lyrics of any songs, the names of any characters and/or the title of the Licensed Programs. 12. Termination: Either party may terminate this agreement after a material breach by the other party if the breaching party fails to cure a material breach capable of being cured within thirty (30) days after it receives written notice from the non-breaching party. 13. Representationsand Warranties: Licensor represents and warrants that (a) it has all rights necessary to grant ANIMAX the Rights Granted (provided that Licensor makes no representation or warranty with respect to performing rights in music), (b) the Licensed Programs will be wholly original and are not in the public domain, (c) other than with respect to performing rights in music as set forth below, ANIMAX will not be responsible for residuals arising from ANIMAX’s exploitation of the Licensed Programs as set forth hereunder that are required to be paid by applicable guild agreements, (d) the Licensed Programs and the exploitation by ANIMAX as contemplated hereunder will not infringe upon, violate or conflict with any rights whatsoever of any person or entity, (e) Licensor has not made and will not make, any grant or assignment that will conflict with or impair the complete enjoyment by ANIMAX of the Rights Granted, (f) there is no action, claim or dispute pending which could adversely affect the Rights Granted, and (g) the Licensed Programs were produced in the year 2009 and there have been no actions, claims or disputes with regard to the Licensed Programs. Licensor represents and warrants that the performing rights in the music, if any, in the Licensed Programs are either: (a) controlled by Broadcast Music Inc., ASCAP, SESAC, or a performing rights society having jurisdiction in the Territory; or (b) in the public domain; or (c) controlled by Licensor to the extent required for the purposes of this license. Licensor does not represent or warrant that ANIMAX may exercise the performing rights in the music without the payment of a performing rights royalty or license fee for music falling within category (a), and if ANIMAX is required to pay a performing rights royalty or license fee, ANIMAX shall be responsible for the payment thereof and shall indemnify and hold the Licensor harmless from such payment obligations and from all claims resulting from ANIMAX’s failure to pay the same as and when due. 14. Indemnification: Licensor shall indemnify and hold ANIMAX, its officers, directors and agents and its parent, subsidiaries and affiliates, harmless from and against any and all claims, damages, liabilities, reasonable costs and expenses, including reasonable counsel fees, arising (a) from the breach of any provisions of this agreement by Licensor, or (b) by reason of any claim alleging that any of the Licensed Programs or the exercise of any rights or privileges granted herein infringe upon the trade name, trademark, copyright, literary or dramatic right or right of privacy of any claimant. ANIMAX shall indemnify and hold Licensor, its officers, directors and agents and its parent, subsidiaries and affiliates, harmless from and against any and all claims, damages, liabilities, reasonable costs and expenses, including reasonable counsel fees, arising from the breach of any provisions of this agreement by ANIMAX. 15. Confidentiality: Except as required by law, neither party shall, directly or indirectly, disclose to any third party or make any public statement or announcement regarding the existence of this agreement or the terms of this agreement including, but not limited to, the License Fees and all other financial terms, unless, with respect to such public statements or announcements, (a) the substance and form of the announcement or statement is agreeable to both parties, and (b) the parties agree that such announcement or statement shall be made. 16. Choice of Law/ Jurisdiction: This agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to choice of law principles. All actions or proceedings arising in connection with, touching upon or relating to this agreement, the breach thereof and/or the scope of the provisions of this Section 16 shall be submitted to JAMS (“JAMS”) for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over US$250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is US$250,000 or less, to be held in Los Angeles County, California, in the English language before a single arbitrator who shall be a retired judge, in accordance with California Code of Civil Procedure §§1280 et seq. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. The arbitration shall be a confidential proceeding, closed to the general public. The arbitrator shall assess the cost of the arbitration against the losing party. In addition, the prevailing party in any arbitration or legal proceeding relating to this agreement shall be entitled to all reasonable expenses (including, without limitation, reasonable attorneys’ fees). Notwithstanding the foregoing, the arbitrator may require that such fees be borne in such other manner as the arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. The arbitrator shall have the power to enter temporary restraining orders and preliminary and permanent injunctions. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator’s award; provided, however, that prior to the appointment of the arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, California or, if sought by ANIMAX, such other court that may have jurisdiction over Licensor, without thereby waiving its right to arbitration of the dispute or controversy under this section. Notwithstanding anything to the contrary herein, Licensor hereby irrevocably waives any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any motion picture, production or project (other than the Licensed Programs) related to ANIMAX, its parents, subsidiaries and affiliates, or the use, publication or dissemination of any advertising in connection with such motion picture, production or project. If the foregoing is acceptable, please sign in the space below and return to the attention of the Executive Director of Business Affairs, at the address set forth above. Best regards, AXN Latin America Inc. By: Andrew J. Kaplan Senior Executive Vice President Date:
By: Natalie Pratico Vice President Sales Planning Date: SCHEDULE A TO THE LICENSE AGREEMENT DATED AS OF SEPTEMBER 15, 2010
English [Please indicate format: X Hard Copy X Digital File (as available)]
English[Please indicate format: X Hard Copy X Digital File (as available)] English translation of the dialogue (if applicable) [Please indicate format: Hard Copy Digital File] X QC Report(s) (as available) Language Tracks: Castilian Spanish Dubbed Subtitled Latin American Spanish Dubbed Subtitled Portuguese Dubbed Subtitled French Parisian Dubbed Subtitled English Dubbed Subtitled Chinese (Cantonese) Dubbed Subtitled Chinese (Mandarin) Dubbed Subtitled Hindi Dubbed Subtitled Japanese Dubbed Subtitled Thai Dubbed Subtitled Other _________________________ Dubbed Subtitled PROMOTIONAL MATERIALS (as available): Theatrical Trailer X Home Video Trailer X Television Commercial Spots X Making Of / Behind The Scenes X Episodic, Generic or Launch Promo Spots X Talent Promos X Series “B-Roll” X Electronic Press Kits X Any other value-added or interstitial materials created for or about the Licensed Programs PUBLICITY MATERIALS (as available): X General program description and synopsis per episode or film including log lines and special guest stars X Cast and final approved credit list for each episode or film X Biographies of producers, directors, writers, and cast for each episode or film X Episodic title list X Black & White line art stat of show; Logo / Title treatment for series X All available transparencies of key art (poster art) for features and series X Color posters (so-called one sheets) X Press Releases X Color and/or black and white stills Advertisement slicks and billing blocks for features Schedule B Content Protection Requirements and Obligations All defined terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Licensee shall employ, and shall use best efforts to cause affiliated systems to employ, methods and procedures in accordance with the content protection requirements contained herein. Content Protection System.
Embedded Information
Geofiltering
Network Service Protection Requirements.
Analogue Outputs
Digital Outputs
Copying and PVR
Simulstreaming and IPTV delivery
Catch-up TV
High-Definition RequirementsIn addition to the foregoing requirements, all HD content is subject to the following set of content protection requirements:
Mobile
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