Subject to Shaw’s Executive Review and Approval
Exhibit
10.B.02
Subject
to ▇▇▇▇’▇ Executive Review and Approval
February
15, 2006
▇▇▇▇▇
▇▇▇▇▇▇
Vice
President Affiliate Relations
Eurocinema
Corp.
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
Miami,
FL
33131
This
letter agreement outlines the terms for licensing programming distributed by
Eurocinema Corp. ("Licensor") to Shaw Cablesystems G.P. ("Licensee") Video
on
Demand ("VOD") services:
RIGHTS
GRANTED:
The
term
of this Agreement (“Distribution Term”) shall be a period of one (1) year
commencing as of the date of this Agreement. During the Distribution Term
Licensee shall have the non-exclusive right to exhibit Program(s) on a VOD
basis
within the Territory. The license term (“License Term”) for each Program will be
a period of three (3) consecutive months, or such longer period as set out
in
the availability lists and agreed to by Licensee. Licensee may terminate this
Agreement upon sixty (60) days written notice to Licensor for any reason
whatsoever.
PROGRAM(S):
Upon
execution of this Agreement, Licensor will provide Licensee a list (including
title, length and License Term) of those programs which are available programs
(the “Programs”). In consultation with the Licensee, Licensor periodically
may add and/or subtract Programs from the availability list during the
Distribution Term provided that no Program will be subtracted prior to expiry
of
the applicable License Term unless agreed prior thereto in writing by the
Licensee.
CONSUMER
RENTAL PERIOD:
To
be
determined by Licensee in consultation with Licensor but no less than 24
hours.
TERRITORY:
All
Licensee CRTC licensed service areas in Canada (“Territory”).
LICENSE
FEE: Licensee
will pay to Licensor:
| · |
35%
of the gross receipts collected by Licensee from the distribution
of
Programs. Gross receipts shall mean all monies paid to Shaw by a
viewer of
a Program exhibited by Shaw in the Territory, but excluding any finance
or
service charges for overdue accounts and any charges associated with
the
rental, purchase or financing of the set top box or any other customer
premise equipment associated with the System and excluding any applicable
taxes, including without limitation
GST.
|
In
the
event the parties agree to different license fee arrangement for particular
Program(s), such terms will be agreed in writing.
SPECIFICATIONS:
Licensor
will encode all Programs (at its own cost) and deliver to Licensee such programs
as per the specifications outlined in Appendix A (“Shaw on Demand Encoding
Specifications”) at least fifteen (15) days prior to program
availability.
PROMOTIONAL
MATERIAL:
Licensor
will provide Licensee with a reasonable amount of promotional material and
trailers for each Program, to the extent the material is available. Licensee
may
use such promotional materials and trailers in its advertising and promotional
efforts for the VOD exhibitions of the Programs. Licensee will consult with
Licensor regarding such advertising and promotion.
REPORT
AND PAYMENT:
Licensee
will send a payment report, together with payment of license fees, to Licensor
no later than seventy five (75) days following the end of the month in which
the
Program(s) was purchased by Licensee subscribers for which payment has been
received. The report will detail the number of rentals for each Program, the
price charged for each rental and total license fee owed to Licensor from those
rentals. All reports and payments should be sent to:
Eurocinema
Corp.
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
Miami,
FL
33131
INDEMNIFICATION:
Licensor
shall indemnify and hold Licensee harmless from and against any and all claims,
damages, liabilities, costs and expenses, including reasonable legal fees
arising, directly or indirectly from any claim, fee, royalty or other amount
related to the content of any of the Programs including but not limited to
claims caused by the exhibition of any of the Programs which contain any
libellous or slanderous or that violates copyright, tradename, trademark, right
or privacy or literary or dramatic rights.
REPRESENTATIONS
AND WARRANTIES:
| a.) |
Licensor
and Licensee each represents and warrants to the other that it has
the
power and authority to enter into this Agreement and to fully perform
its
respective obligations hereunder.
|
| b.) |
Licensor
represents and warrants that it has or will obtain all rights, clearances
and authorizations to permit it to deliver the Program(s) to Licensee
and
to permit Licensee to exhibit the Program(s) to its
subscribers;
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| c.) |
Licensor
represents and warrants that the Programs will not violate any
intellectual property right including but not limited to, copyright,
trade-mark, patent, right of privacy or publicity or literary or
dramatic
right of any person.
|
MOST
FAVOURED NATIONS:
If
Licensor enters into or has entered into an agreement with a third party for
the
distribution of any of the Programs, that includes terms that are more favorable
than those contained in this Agreement, then Licensee has the right to
incorporate, or substitute as the case may be such term or terms into this
Agreement effective as of the date such term or terms were accorded to such
third party. Licensor shall provide to Licensee, no later than February 28
in
each year, a certificate confirming that, during the immediately preceding
calendar year, Licensor did not enter into such an agreement or, if it did
enter
into such agreement, confirming the effective date thereof and identifying
the
term contained therein which is more favorable than that contained in this
Agreement.
CONFIDENTIALITY:
Neither
party shall disclose the contents of this Agreement to any person, other than
their respective professional advisors and then only on a confidential basis,
other than as may be required by court order. Neither party shall issue a press
release or make any other public announcement or disclosure of any kind with
respect to this Agreement, its existence or status or the transactions
contemplated hereby without the prior written consent of the other
party.
NOTIFICATION
Any
notices required by this agreement will be in writing and will be deemed given
when i) if personally delivered, on the date of delivery, or ii) if mailed
by
certified or registered mail, return receipt requested, two (2) business days
following deposit in the mail postage prepaid, to the address listed below
or
iii) if sent by facsimile transmission, on the date of transmission if
transmitted prior to 5:00 p.m. at the location of the facsimile receipt;
otherwise on the next business day following or iv) if sent by courier or
express mail service, one (1) business day following deposit with such courier
or express mail service. Notices shall be delivered to the following
addresses:
If
to
Shaw:
▇▇▇▇
Cablesystems G.P.
▇▇▇,
▇▇▇
–
▇▇▇
▇▇▇▇▇▇
▇▇
Calgary,
Alberta T2P 4L4
Fax:
▇▇▇-▇▇▇-▇▇▇▇
Attention:
Senior Vice President, Planning
With
a
copy to:
Shaw
Cablesystems G.P.
▇▇▇,
▇▇▇ – ▇▇▇
▇▇▇▇▇▇
▇▇
Calgary,
Alberta T2P 4L4
Fax:
▇▇▇-▇▇▇-▇▇▇▇
Attention:
Legal Department
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If
to
Licensor:
▇▇▇▇▇
▇▇▇▇▇▇
Vice
President Affiliate Relations
Eurocinema
Corp.
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
Miami,
FL
33131
GENERAL
(a) No
waiver
by either party of any breach of any term or condition by the other party shall
be deemed a waiver of any other breach whether of the same or any other
provision. No delay or omission on the part of either party to exercise or
avail
itself of any right that it has or may have as a result of any breach by the
other party shall operate as a waiver of any such breach.
(b) Neither
party hereto shall assign this Agreement without the prior written consent
of
the other party, such consent not to be unreasonably withheld, save and except
that either party may, without the consent of the other assign this Agreement
in
whole or in part to any entity that it controls, is controlled by or is under
common control with. Shaw may assign this agreement, without consent, to the
purchaser of substantially all of its assets.
(c) This
Agreement shall be construed and enforced in accordance with the laws of the
Province of Alberta. The parties hereby attorn to the exclusive jurisdiction
of
the courts of the Province of Alberta, in respect of any dispute concerning
this
Agreement or its terms.
(d) This
Agreement constitutes the entire agreement between the parties, and there are
no
other representations, warranties or written or oral agreements, relating to
the
subject matter of this Agreement.
Please
indicate your agreement by signing below.
|
Sincerely,
SHAW
CABLESYSTEMS, G.P.
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Per:
|
Per: | ||
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
President
|
▇▇▇▇▇▇▇
▇’▇▇▇▇▇▇
▇▇▇▇▇▇
Vice President, Planning
|
Accepted
and Agreed to this ___ day of ________________, 2006.
LICENSOR
NAME:
_________________________
SIGNATURE:
____________________
DATE:
__________________________
TITLE:
__________________________
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Appendix
A
SHAW
ON DEMAND ENCODING SPECIFICATIONS
| 1. |
The
programming signal shall be provided using MPEG-2 Main Level/Main
Profile
(ML/MP) video and Dolby AC-3 audio provided in a Single Program Transport
Stream (SPTS). Source material should be 4:2:0 chroma subsampling
for
encoding. Encoded file will have a GOP (Group of Pictures) of 15
and the
GOP must be closed at the end of the file. Video shall be encoded
at no
less than 3/4 resolution. Audio shall be encoded in stereo or
multi-channel sound format. Standard MPEG2 Language assignments must
be
used to identify audio language of source. Well known PID’s to be used for
audio/video (32/33). Closed caption data shall conform to SCTE DVS
253
which is a superset of ATSC A/53.
|
| 2. |
Digital
Compressed services delivered as part of a digital transport multiplex
shall conform to the MPEG Transport Stream with System Information
Tables
according to the ATSC standards. Underlying program streams within
the
digital transport multiplex shall conform to the MPEG-2/Dolby AC-3
standards as noted above. Fixed bit-rate encoding must be used. The
encoding rate accepted will be 3.75 Mbps. Shaw reserves the right
to
require an increased bitrate as needed to maintain the quality of
certain
programming (i.e. action movies/events, complex/fast moving scenes).
However, bit rate should not be increased from the presented standard
without consultation with Shaw.
|
| 3. |
Closed
caption & V-CHIP data shall conform to SCTE specifications when
adopted. In the interim, the Motorola/General Instrument format submitted
to the SCTE as document DVS 053 shall be
used.
|
| 4. |
Audio
signals should be produced according to the Dolby Audio Encoding
Spec as
they relate to the dialog norm values (see chart below for guidelines).
Uncompressed signals intended for reception on digital set tops or
similar
devices may utilize the full dynamic range available in the Dolby
AC-3
standard.
|
| 5. |
All
signals when viewed shall exhibit quality characteristics that are
acceptable for broadcast entertainment programming. Shaw reserves
the
right to reject any content that does not mean these
characteristics.
|
| 6. |
Encoded
delivery of file is to be made via FTP or DVD. A Unique name for
each
encoded file is required.
|
|
MPEG
|
means
|
Moving
Pictures Experts Group
|
||
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SCTE
|
means
|
Society
of Cable Television Engineers
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||
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ATSC
|
means
|
Advanced
Television Systems Committee
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