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EXHIBIT 10.66
[DIVERSITY ENTERTAINMENT LOGO]
Diversity Entertainment Television/Atlanta L.L.C.
Third Party Licensing Agreement
AGREEMENT
This agreement is made as of this 6th day of January 1998, by and
between Diversity Entertainment Television/Atlanta L.L.C. (DETV/ATL), a State of
Georgia Limited Liability Company whose principal place of business is in
Atlanta, Georgia and Georgia Public Television (hereinafter referred to as
GPTV), according to the terms and conditions set forth below.
I. CONTENT/PROGRAM PROVIDER
GPTV shall provide content/programming to DETV/ATL for broadcast on its
Large Screen Video Display (LSVD) at Underground Atlanta as discussed
and conceptually agreed to previously.
II. DUTIES OF PARTIES
A. GPTV shall be responsible for the following services and
obligations with respect to providing content/programming to
DETV/ATL.
1. Preparing and delivering to DETV/ATL pre-produced
content/programming set forth in exhibit A, attached
hereto and made a part hereof, including, but not
limited to, cue sheets of all music intended for use
with content/programming.
2. Securing the services of and compensating the
technical and creative talent for the production and
delivery of said content/programming.
3. Obtaining and hereby granting to DETV/ATL at no
additional cost to DETV/ATL, the music
synchronization rights and master recording rights
with respect to the content/programming and the
payment of all residuals, royalty fees, contributions
and other benefits required under applicable guild,
or other agreement arising in connection with the
production or exhibition of all clearances, releases,
and licenses necessary for the use of all musical
material supplied with GPTV content/programming.
B. DETV/ATL shall broadcast content/programming provided by GPTV
during the Term of this agreement provided, however, that
DETV/ATL shall not be obligated to broadcast any
content/programming which is not of "broadcast quality," as
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determined by DETV/ATL in its sole discretion pursuant to its
normal standard of broadcast quality.
1. DETV/ATL shall make every reasonable effort to
broadcast all content/programming sourced from GPTV.
2. DETV/ATL shall have the right to sell and retain all
advertising revenues generated from commercials
scheduled by DETV/ATL and exhibited by it with
content/programming provided by GPTV and aired on the
DETV/ATL screen.
III. BROADCAST RIGHTS; ANCILLARY RIGHTS
A. GPTV hereby grants to DETV/ATL the non-exclusive right,
license and privilege to exhibit, distribute, and perform
those audio visual broadcasts of content/programming for one
(1) year (the "Term") on DETV/ATL, including lyrics, and
musical compositions contained within the content/programming
provided for promotional exhibition.
B. During the Term, GPTV will provide to DETV/ATL video segments.
These segments will range in length from three (3) minutes to
thirty (30) minutes. These segments are intended to be shown
with no further modifications or editing and are to be shown
properly utilizing the video's sound track. Each segment will
be edited by GPTV so as to provide the GPTV logo throughout
each segment. When appropriate, GPTV will provide raw video to
DETV/ATL to be edited for future segments. All segments
utilizing GPTV raw video must be approved by GPTV prior to
airing on DETV/ATL.
IV. COMPENSATION
A. GPTV has offered and agreed to provide content/programming to
DETV/ATL free of charge.
B. In exchange for providing pre-produced and/or stock footage as
content/programming for a one (1) year license period,
DETV/ATL shall tag GPTV content/programming with CGI generated
static GPTV ID on the DETV/ATL screen.
C. It is understood that such on-screen promotional value shall
constitute full payment for all services and
content/programming which DETV/ATL shall render hereunder and
no additional payment shall be required for such services and
content/programming.
V. EFFECTIVE DATE
This Agreement shall be effective upon full execution of this
Agreement.
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VI. INDEMNIFICATION
A. GPTV party shall indemnify, defend and hold harmless DETV/ATL,
its affiliates and subsidiaries (and their respective
directors, officers, employees, agents, successors, and
assigns) from and against any and all third party actions,
suits, proceedings, judgments, demands or claims, liabilities,
loss or expenses whatsoever (including reasonable attorneys'
fees) incurred in connection with or arising from such party's
negligence or willful misconduct, or the breach of an
agreement, representation or warranty of such party made
hereunder.
B. All agreements between GPTV and third parties, or DETV/ATL and
third parties, shall be the sole responsibility of the
contracting party and the other shall have no liability for
the same.
C. The indemnification described in this Section shall survive
the termination or expiration of this Agreement.
VII. DELIVERY
A. If/when applicable, GPTV agrees to deliver live
content/programming to DETV/ATL via fiber optic, microwave or
satellite signal feed at DETV/ATL expense. DETV/ATL will
provide the electronic interface to process fed signal via
fiber optic, microwave or satellite transmission.
B. GPTV agrees to deliver the following to DETV/ATL with respect
to pre produced content/programming ( i ) one BETA SP
videotape master or umatic SP video master, whichever is
available, ( NTSC ) with one-minute color bars and tone: with
SMPTE drop frame time code; starting at 01:00:00; one
protection dub; ( ii ) music cues, commercial cues, and formal
sheets, if any directed to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇, V.P. of
Operations.
VIII. RIGHTS OF PARTIES For purposes of this Section VIII, all references to
DETV/ATL shall also include its parent and affiliate companies.
A. The content/programming and all elements thereof, shall be the
sole and exclusive property of GPTV and may only be used or
exploited by DETV/ATL in the manner set forth herein. Any
rights not specifically granted herein to DETV/ATL are
expressly reserved by GPTV.
B. Nothing herein shall be deemed to prohibit DETV/ATL from
developing, producing, distributing or exhibiting programs
similar in format or subject matter to the content/programming
provided by GPTV; however DETV/ATL agrees that it shall not
exhibit any such program that may be deemed a conflict of
interest to GPTV.
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C. GPTV hereby grants to DETV/ATL the right to publicize and
advertise the content/programming in any/all media, including,
but not limited to, the right to disseminate, reproduce, print
and publish the names biographies, voices and likeness of the
principal participants appearing in the content/programming in
connection with such publicity and advertising. GPTV shall
ensure that appropriate releases are obtained from all
participants appearing in the content/programming. GPTV shall
provide to DETV/ATL without additional cost, pertinent
promotional material available to GPTV regarding the
content/programming, and DETV/ATL shall have the right to
distribute such material for promotion of the Program.
IX. PAYMENT FOR INCLUDED MATTER
GPTV represents and warrants that its employees or affiliates
shall not pay, accept payment on service or valuable
consideration from, or knowingly permit any of its agents or
subcontractors to accept or pay, any money service or other
valuable consideration for the inclusion of matter plug,
reference, or product identification in the broadcast of the
content/programming without first disclosing such information
to DETV/ATL and obtaining the prior approval of DETV/ATL's
Legal Counsel.
X. REPRESENTATIONS AND WARRANTIES
A. Each party represents and warrants to the other:
1. that it has full legal right, power and authority to
enter into and perform its obligations hereunder; and
2. that it has not entered into, nor will it enter into,
any contract or other agreement which would conflict
with, prohibit or interfere with the full performance
of its obligations hereunder or with the full
enjoyment by the other party of the rights granted
herein.
3. that it shall use its best efforts to ensure that
content/programming is completed and ready for airing
at the scheduled dates and times.
B. GPTV further represents and warrants to DETV/ATL that:
( i ) it shall be solely responsible for obtaining all
releases from the talent, guests or other artists
participating in the content/programming prior to the
airing of said programming on DETV/ATL. The failure
by GPTV to obtain such releases shall constitute a
material breach of this Agreement.
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( ii ) that it has or will obtain, at its own cost and
expense, the sole and exclusive distribution and
exhibition rights in and to the content/programming
and the character, concepts and ideas contained
therein, and that it has the full legal right, power
and authority to enter into and perform this
Agreement and to grant to DETV/ATL all the rights
granted herein including, without limitation, the
rights to exhibit and otherwise exploit the
content/programming as herein provided.
( iii ) that the performing rights for the music contained in
the content/programming are (i) controlled by a
performing rights society having jurisdiction, (ii)
in the public domain, or (iii) controlled by GPTV to
the extent necessary so that no additional clearance
of or payment with respect to such rights is required
for use of the content/programming provided
hereunder.
( iv ) that it shall have obtained and hereby grants to
DETV/ATL, at no additional cost to DETV/ATL, the
music synchronization rights and master recording
rights with respect to the content/programming as
provided herein.
( v ) that the content/programming is original and does not
infringe the copyright or any other proprietary right
of any person, firm or other entity and neither the
content/programming, nor the production or any use
hereunder of the content/programming of any visual or
aural element thereof, will infringe on any trademark
or tradename of, violate any right of privacy or
right of publicity of, or constitute a libel or
slander against, any person, firm or other entity.
(vi) that DETV/ATL will not be obligated to make payments
or to pay any other consideration to GPTV or to any
third party, except as expressly specified in this
Agreement in connection with the exercise of the
rights granted to DETV/ATL herein.
C. The representations and warranties of this Section X shall
survive the expiration or earlier termination of this
Agreement.
XI. TERMINATION
Either party shall have the right to terminate the Agreement without
further obligation to the other upon the occurrence of a material breach, which
continues for a period of thirty (30) days or longer, by the other party to
materially perform its obligations including the inability,
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failure, refusal or neglect of the other party hereunder. However, no
termination of this Agreement shall act to waive or otherwise limit either
party's rights under this Agreement.
XII. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by
the laws of the State of Georgia.
XV. ASSIGNMENT
Neither party may assign its rights or obligations under this Agreement
without the prior written consent of the other party (unless such assignment is
to an affiliate or successor in interest).
XVI. ENTIRE AGREEMENT
This Agreement contains the entire understanding of the agreement
between the parties with respect to the subject matter hereof and shall
supersede all prior agreements, understandings, communications and proposals,
whether oral or written. This Agreement may not be modified or amended except in
a writing executed by DETV/ATL and GPTV which refers to this Agreement.
XVII. BINDING NATURE
This Agreement will not be binding on DETV/ATL unless and until the
Agreement has been signed by all parties and a fully executed Agreement has been
returned to DETV/ATL.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date indicated below.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
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For DETV/ATL For GPTV
Date: 1-9-98 Date: 1-7-98
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Exhibit A
DETV/ATL and GPTV Proposed Content Provider Summary
A. GPTV will provide content/programming at no cost to DETV/ATL to air on
the DETV/ATL screen at Underground Atlanta.
B. DETV/ATL will provide promotional exposure at no additional cost to
GPTV via CGI generated static ID tag during airing of GPTV
content/programming.
C. DETV/ATL Special Program Segment Opportunities These segment
opportunities, including but no limited to Georgia Legacy, Georgia
Outdoors, and Vanishing Georgia are segments that DETV/ATL would like
to incorporate into its daily programming schedule. As discussed, it is
these types of programming segments that DETV/ATL will merchandise to
DETV/ATL anchor sponsors for open and/or close "brought to you by"
graphics to any anchor sponsor so that GPTV has final approval on any
DETV/ATL merchandised sponsorship of a GPTV program segment.