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EXHIBIT 10.2
"THE PRICE IS RIGHT"
NETWORK LICENSE AGREEMENT
1. IDENTIFICATION: This license (the "Agreement") agreement is dated as
of the 6th day of October, 1995 and is entered into between All
American ▇▇▇▇▇▇▇, Inc. ("Sublicensor" or "AAG"), a wholly owned
subsidiary of All American Communications, Inc. ("AACI"), whose
address is 1325 Avenue of the Americas, New York, N.Y. 10019, and
Interpublic Game Shows, Inc. ("Sublicensee" or "Sub"), a wholly-owned
subsidiary of The Interpublic Group of Companies, Inc., whose address
is 1271 Avenue of the Americas, New York, N.Y. 10020, with respect to
the program entitled "The Price Is Right" (the "The Price Is Right" or
the "Program"). Capitalized terms used herein without definition
shall have the respective meanings set forth in the Asset Purchase
Agreement dated as of October 6, 1995 among ▇▇▇▇ ▇▇▇▇▇▇▇ Productions,
L.P. and The Child's Play Company, as Sellers, and ▇▇▇▇ ▇▇▇▇▇▇▇
Productions, LLC and The Interpublic Group of Companies, Inc. as
Buyers, among certain other parties (the "Asset Purchase Agreement").
2. GRANT OF RIGHTS: Subject to the terms and conditions of this
Agreement and the existing licenses set forth in Schedule I hereto,
during the Term and within the Territory (as hereinafter defined),
Sublicensor hereby grants to Sub the following:
a. An exclusive license:
i. To arrange for the production of New Episodes based
on the format or formats for "The Price Is Right"
(the "Licensed Format"), which right includes the
right to allow the producer of "The Price Is Right"
to modify the Licensed Format or Licensed Formats to
the extent necessary to arrange for the production of
the New Episodes; and
ii. To arrange for the distribution of New Episodes
(together with replays of Library Episodes of the
Program as part of a series commitment to the extent
required by a Network or Network Alternate) for
telecast on a Network or Network Alternate;
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b. A nonexclusive license, for the sole purpose of promoting and
advertising the New Episodes:
i. To make and publish, or arrange for the making and
publication of, in any and all languages, synopses of
the New Episodes; and
ii. To make, exhibit and market, or to arrange for the
making, exhibition and marketing, television motion
picture trailers, sound records or stills based upon
or adapted from the New Episodes; and
c. A nonexclusive license to use the trademark "The Price Is
Right" (the "Licensed Trademark"), in connection with the
production and licensing of the New Episodes (and replays) in
the Territory as permitted by clauses (a) and (b) above.
All of Sub's rights under this Agreement are explicitly stated herein,
and nothing in this Agreement shall be construed to grant any implied
rights to Sub. Sub acknowledges that all rights granted to it by
Sublicensor hereunder are granted pursuant to the license agreement
dated as of October 6, 1995 between ▇▇▇▇ ▇▇▇▇▇▇▇ Productions, LLC (the
"LLC") and AAG (the "Main License Agreement"). Notwithstanding
anything else contained in this Agreement, in the event of the
termination of the Main License Agreement during the Term hereof,
unless and until such time as the LLC has entered into a new license
agreement with Sub substantially in the form of this Agreement (unless
otherwise agreed by Producer), Sublicensor shall be deemed to have
assigned all of its rights pursuant to this Agreement after such
termination to the LLC and the LLC shall automatically be deemed to
have entered into this license on the terms hereof for the remaining
period hereof after such termination in favor of Sub as Licensee.
2A. ASSIGNMENT OF RIGHTS; PRODUCTION AGREEMENTS:
a. Sublicensor hereby irrevocably assigns its rights under and
assigns its obligations under the CBS network license for "The
Price Is Right" for the 1994/1995 and 1995/1996 broadcast
seasons (the "CBS Network License") to Sub and Sub hereby
assumes such rights and obligations. Notwithstanding the
foregoing, Sublicensor retains certain joint rights of
approval of renewals and extensions of the CBS Network License
pursuant to Section 3(b) hereof. Sub shall on behalf of the
LLC make certain payments out of Accounts
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Receivable under the CBS Network License received after the
Final Closing, net of any costs and expenses incurred or paid
by Sub related thereto, to or to the order of the Partnership
(or its permitted assigns) pursuant to and subject to the
terms of Section 3.9 of the Asset Purchase Agreement.
b. During the term of this Agreement, Sublicensee shall not enter
into a production agreement with respect to the Program
without Sublicensor's consent, which will not be unreasonably
withheld or delayed. If Sublicensor does not consent to the
entering into of a production agreement, Sublicensee may
terminate this Agreement without incurring any liability for
such termination. Sublicensor hereby approves the Network
Production Agreement with TPIR LLC ("Producer") and agrees to
the provisions to be performed by AAG thereunder. For so long
as the Network Production Agreement is in effect, Sublicensor
and Sublicensee agree, for the benefit of Producer, without
the Producer's prior written consent, not to be unreasonably
withheld or delayed, that they shall not amend, modify or
terminate this Agreement (other than expressly in accordance
with the terms of this Agreement as in effect on the date
hereof and as modified in accordance herewith) or waive any
rights or consent to any of the foregoing, under this
Agreement, which in any case would have a material adverse
effect on Producer's rights under the Network Production
Agreement.
3. TERM; NETWORK EXTENSIONS OR RENEWALS:
a. The term hereof (the "Term") for the Program shall be for so
long as the Program is in continuous annual (i.e., broadcast
year) Network or Network Alternate production (i.e., each
broadcast year must consist of at least 130 new and original
episodes unless otherwise approved by the Network or Network
Alternate), but shall in no event exceed the Earn-Out Period
(including any extension thereof) as defined in the Asset
Purchase Agreement. In the event the Program does not remain
in continuous annual Network or Network Alternate production,
or the Network Production Agreement is terminated, this
Agreement shall terminate. Upon the termination of this
Agreement pursuant to the foregoing provision, Sublicensor
shall continue to have the right, through the Main License
Agreement, to produce, record, distribute, license, market,
broadcast,
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transmit, exhibit or otherwise exploit the Program for
commercial purposes.
b. Sublicensor and Sublicensee shall have the sole right in their
business judgment to agree or refuse to agree to any Network
or Network Alternate license, extension or renewal of the
Program relating to the Program remaining in continuous annual
production, subject to the following provisions:
i) Sublicensor and Sublicensee shall each agree to
(and Sublicensee shall execute) any extension or renewal of
the current CBS Network License which expires on or before the
last day of the Term so long as (x) the LLC will receive at
least $1.0 million, net of expenses (such expenses shall
include amounts payable by Sublicensee pursuant to the Network
Production Agreement and costs and expenses payable by
Sublicensee pursuant to this Agreement), including Earn-Out
Payments and the Production Fees, annually in respect of such
license during its term based on the approved production
budget (including host fees and reasonably anticipated prize
and "below the line" overages not reimbursed by the Network or
Network Alternate) and (y) there are no other changes from the
current CBS Network License that Sublicensor or Sublicensee
believes in good faith could have a material adverse effect on
Sublicensor or Sublicensee.
ii) Sublicensor and Sublicensee will jointly
attend every meeting with CBS (unless the parties otherwise
agree) with respect to any extension or renewal of the current
CBS Network License and reasonably consult with each other
prior to and after such meeting. In the event that for any
reason the CBS Network License is canceled or it is determined
that the Program will not be renewed or extended (the
"Non-Renewal Event"), Sublicensee will have a 45-day period
from such date, jointly with Sublicensor, to negotiate with
other Networks or Network Alternates. Sublicensor shall agree
to approve Sublicensee's entering into a Network or Network
Alternate license (or an executed binding deal memorandum
setting forth the material terms of such license) during such
period so long as (x) the LLC will receive at least $1.0
million, net of expenses (such expenses shall include amounts
payable by Sublicensee pursuant to the Network Production
Agreement and costs and expenses payable by Sublicensor
pursuant to this Agreement), including Earn-Out
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Payments and Production Fees, annually in respect of such
license during its term based on the approved production
budget (including host fees and reasonably anticipated prize
and "below the line" overages not reimbursed by the Network or
Network Alternate) and (y) there are no other changes from the
CBS Network License, or any other Network or Network Alternate
license agreement then in effect with respect to the Program,
that Sublicensor or Sublicensee believes in good faith could
have a material adverse effect on Sublicensor or Sublicensee.
iii) If Sub's negotiations with CBS for an
extension or renewal of the CBS Network License for The Price
Is Right shall terminate unsuccessfully and Sub shall receive
an offer from a Network or Network Alternate with respect to
the broadcast of The Price Is Right, which offer is acceptable
to Sub and AAG but is subject to a CBS first refusal, Sub
shall have the right to transmit such offer to CBS, and if CBS
does not accept such offer, to accept such Network or Network
Alternate offer within five business days after the expiration
of the CBS first refusal. Anything herein to the contrary
notwithstanding, Sub's 45-day period within which to secure a
commitment for an extension of the Network or Network
Alternate broadcasts of The Price Is Right shall be extended
accordingly.
iv) In the event that Sublicensor does not agree
to Sublicensee's entering into a new Network or Network
Alternate license (or an executed binding deal memorandum
setting forth the material terms of such license) not
expressly required by the terms hereof within 45 days after
the Non-Renewal Event, this Agreement shall terminate (and the
Term shall expire) for all periods after the then current
broadcast year and all rights in and to the Program shall
revert to the LLC, subject to AAG's rights under the Main
License Agreement.
4. TERRITORY: Sublicensee's rights shall be limited to the following
territory (the "Territory"): The United States, its territories and
possessions on the Networks or the Network Alternates (and
retransmission thereof in Canada in the English language only).
5. LICENSING AND COLLECTIONS: Except as otherwise provided herein,
Sublicensee shall be responsible for entering into
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all Network and Network Alternate license agreements covering the
Program during the Term and shall ▇▇▇▇ and collect all revenues in
connection with its exploitation of the Program during the Term.
6. DELIVERY: Sublicensor shall deliver and make available to Sublicensee
copies of such tape material in its possession or under its control
with regard to the Program as Sublicensee may reasonably require and
all available promotional elements, including diagrams, blue prints,
advertising material and the like for purposes of creating sales
materials for the distribution efforts.
7. DIVISION OF REVENUES; ASSUMPTION OF EARN-OUT: Subject to the terms
and conditions set forth below, Sublicensee shall remit to Sublicensor
all monies received by Sublicensee from its licensing of the Program
in the Territory (excluding Earn-Out Payments made by Sublicensee and
payments to the Producer in accordance with the Network Production
Agreement), such amounts not being subject to any fee or to any
reimbursement not approved by Sublicensor. Notwithstanding the
foregoing, Sublicensee will be reimbursed by the Sublicensor for its
out-of-pocket expenses, administrative costs (including the cost of
any personnel dedicated solely to Sub and the direct and indirect
incremental cost of any personnel who are not dedicated solely to Sub)
and other of its organizational expenses, including, without
limitation, reasonable legal fees incurred after the effective date
hereof relating to the license granted hereunder, but excluding
over-head expenses. In addition, Sublicensee shall receive from
Sublicensor a sublicense fee equal to $1,000 per episode, with respect
to New Episodes of "The Price Is Right" produced and delivered by
Producer (the "License Fee"). The License Fee shall in no way effect
the calculation of the Earn-Out Payments owed to Sellers. Sublicensee
hereby agrees to make Earn-Out Payments to Sellers due under Section
3.8(a)(i) of the Asset Purchase Agreement to the extent described in
"Domestic Net Profits - Price Is Right Network" in Schedule 1.1(b) to
the Asset Purchase Agreement, but only to the extent of the net
receipts Sublicensee receives from the Network or Network Alternate in
connection with the exploitation of the Program as further provided in
the Network Production Agreement.
8. REPRESENTATION AND WARRANTIES:
a. Sublicensor represents, warrants to (in each case to the best
of Sublicensor's knowledge and except as
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disclosed in the Asset Purchase Agreement and the Schedules
thereto) and agrees with Sublicensee as follows:
i) That Sublicensor has the right to grant the rights
herein granted, and that there are no liens, claims
or encumbrances whatsoever adversely affecting or
that would in any way prejudice Sublicensor's grant
of rights to Sublicensee herein;
ii) That neither the Licensed Formats nor any part
thereof (including without limitation its titles),
nor the exploitation of the rights granted herein,
will defame or constitute unfair competition with any
third party, violate any law or violate or infringe
upon the trademark, trade name, copyright, right of
privacy, right of publicity or any other right of any
third party;
iii) That Sublicensor has acquired and will maintain all
literary, dramatic, musical and other rights required
for the full and quiet enjoyment of all of the rights
granted herein, and that performance rights to all
musical compositions contained in the Program shall
be (i) controlled by ASCAP, BMI, SESAC or their
affiliates, (ii) in the public domain, or (iii)
controlled by Sublicensor;
iv) That Sublicensor has not and will not make or purport
to make any grant, license, assignment or other
transfer inconsistent with or that would in any way
prejudice Sublicensor's grant of rights to
Sublicensee herein;
v) That Sublicensor has the right to enter into this
agreement and to grant all rights herein granted and
to perform fully all of Sublicensor's obligations
hereunder;
vi) That Sublicensor has the right to assign its rights
under the CBS Network License for "The Price Is
Right" to Sublicensee; and
vii) That Sublicensor shall remain responsible for the
payment and discharge in a timely manner of any
obligations under any and all union, guild or
residual agreements arising in connection with the
production, distribution, licensing or other
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exploitation after the effective date hereof of the
Library Episodes and New Episodes of the Program to
the extent such obligations are not fully discharged
by Producer (or any other producer of the New
Episodes); it being understood that to the extent
Sublicensor is ultimately unable to recoup such
payments with respect to Library Episodes, Sublicensor
shall be indemnified by the LLC with respect thereto.
b. Sublicensee represents, warrants and agrees as follows:
i) That Sublicensee has the right to enter into this
Agreement and to perform fully all of Sublicensee's
obligations hereunder; and
ii) That the credits appearing on the New Episodes, as
delivered, shall be correct and consistent with all
credit obligations to third parties.
9. COPYRIGHTS
a. Pursuant to this Agreement, Sublicensor has commissioned Sub
to arrange for the production and licensing to Networks and
Network Alternates of the New Episodes; and to the extent
necessary for distribution in certain jurisdictions, to allow
for the modification of the Licensed Formats (to create
Modified Formats); and to create materials to advertise and
promote the foregoing. To the extent permitted by applicable
law, Sub acknowledges and agrees that the LLC shall be the
sole and original owner of, and shall have sole and exclusive
right, title and interest in and to, the New Episodes, the
Modified Formats, the advertising and promotional materials
relating thereto, and all copyright rights therein throughout
the world, including without limitation, all extensions and
renewals thereof and all causes of action related to any
infringement of such rights (the "New Copyrights"). In
addition, the LLC shall have the sole and exclusive right,
title and interest in and to, all media (including without
limitation videotapes, master tapes, prints, negatives and
duplicating negatives) in which any New Episode, Licensed
Format (including any Modified Format), or, in each case, any
portion thereof, is rendered, subject to the rights of AAG
under the Main License Agreement. Other than as set forth in
this Agreement, Sub shall have no right, title
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or interest in any New Episode, Licensed Format (including
Modified Format) or New Copyright.
b. Without limiting the foregoing, Sub hereby assigns and agrees
to assign, and to the extent necessary, agrees to cause its
employees, consultants, agents or sublicensees to assign, to
the LLC or its nominee at any time and without additional
compensation and all right, title and interest, whether now
existing or hereafter arising, that Sub, or any of its
employees, consultants, agents or sublicensees, may have in or
to any New Episode, Modified Format, New Copyright, or related
advertising and promotional material. In the event that Sub
is unwilling or unable to execute any documents necessary to
assign any such rights, Sub hereby grants to the LLC an
irrevocable power of attorney to execute on behalf of Sub any
and all such documents. To the extent legally permitted, all
works included in the New Episodes, Modified Formats and
related advertising and promotional material shall constitute
works made for hire, as that term is used in the Copyright Act
of 1976, as amended, and any registration of this Agreement as
a copyright assignment shall not stop the LLC from asserting
that such work is a work made for hire and shall not be
evidence that such work is not a work made for hire.
c. In the event that the applicable law in any jurisdiction
prevents the ownership of any New Copyright (or any portion
thereof) by the LLC, Sub shall grant, and to the extent
necessary, shall cause its affected employees, consultants,
agents or sublicensees to grant, an exclusive (even as to
Sub), irrevocable, royalty-free, worldwide license to use,
modify, distribute, publicly display and publicly perform, and
to otherwise exploit all copyright rights in and to, the
affected New Episode or Modified Format or related advertising
and promotional material, for any lawful purpose, which
license shall expire upon the expiration of the copyright term
for the New Copyright in the affected work and shall include
the right to grant sublicenses with respect to the licensed
rights.
10. TRADEMARKS
Sub agrees that the Licensed Trademark is the exclusive property of
the LLC. Any goodwill associated with Sub's use of the Licensed
Trademark shall inure to the exclusive benefit of the LLC. Sub shall
not take any actions
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inconsistent with the LLC's ownership of the Licensed Trademark, and
shall promptly notify the LLC of any unauthorized use of the Licensed
Trademark of which it becomes aware.
11. NO LIENS
Sub shall not permit any claims, liens, security interests or
encumbrances to be placed upon any of Sub's rights in any New Episode,
Licensed Format (including any Modified Format), advertising and
promotional material related thereto, or any New Copyright or Licensed
Trademark, except for liens approved by the LLC.
12. ACCOUNTING AND STATEMENTS; BOOKS AND RECORDS:
a. Sublicensee shall render accountings and statements to
Sublicensor concurrently with or promptly following its
delivery of Earn-Out Payments, if any, to the Representative
pursuant to the Asset Purchase Agreement. Each statement
shall be accompanied by payment of Sublicensor's share of all
revenues due and payable to Sublicensor hereunder. Each
statement shall become final unless objection is made thereto
within two years after Sublicensor's receipt thereof.
Sublicensee shall also render accountings and statements to
Sublicensor concerning any payments out of Accounts Receivable
pursuant to Section 2A hereof and periodic accountings in the
event no Earn-Out Payments are made.
b. Sublicensee shall maintain, at its address above, complete and
accurate books of account and records respecting the licensing
of the Program hereunder.
c. On a quarterly basis, Sub shall permit an auditor selected by
Sublicensor (whose expenses shall be paid by Sublicensor) to
inspect and make copies of all Sub's books of account and
records relevant to the calculation of "Domestic Net
Profits-Price is Right Network".
13. INSPECTION RIGHTS
a. Sub agrees that at all times during the term of this
Agreement, Sub shall adhere to the production standards and
other standards of quality then specified by the LLC, which
standards the LLC may amend from time to time (the
"Standards"). The Standards in effect as of
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the date of this Agreement are set forth in Exhibit A hereto.
In addition, Sub shall comply with all applicable laws and the
prevailing standards of public decency.
b. Upon the LLC's request, Sub shall permit representatives of
the LLC to inspect the relevant parts of its premises during
normal business hours to ensure that the Standards are met.
In the event that the LLC notifies Sub that Sub is not in
compliance with the Standards, Sub shall promptly, but in no
event later than three weeks from the date such notice is
received, cure the noticed nonconformity.
14. APPROVALS: The 1995/1996 production budget for the Program, which is
limited to $3,229,000 for the balance of the 1995/1996 production year
commencing on the Escrow Closing Date (subject to reduction in the
amount of 30% of all payments from the CBS Network to the Partnership
during the Interim Period ending at the Final Closing) shall consist
of the production budget approved pursuant to the Asset Purchase
Agreement. Sublicensee shall provide Sublicensor in writing with a
detailed production budget prior to the commencement of production for
the 1996/1997 broadcast season (which budget shall not exceed
$5,000,000 for the entire 1996/1997 broadcast season) and each
applicable broadcast season thereafter. Sublicensor shall have a
right of approval, not to be unreasonably withheld, over all such
production budgets, it being understood that the LLC, as licensor of
the Rights to the Sublicensor, must approve each production budget to
the extent not in compliance herewith including, in the case of a
broadcast season, if any, after 1996/1997, to the extent that there
are more than 5% annual increases (on a compounded basis) over the
1996/1997 production budget, exclusive of increases in the ▇▇▇ ▇▇▇▇▇▇
(or other to-be-selected host) host fees or increases in the prize
budget or "below the line" costs covered by the first paragraph of
Section 5 of the Network Production Agreement.
15. INDEMNIFICATION: Sublicensor and Sublicensee shall indemnify the
other party and hold the other party free and harmless from and
against any and all costs, claims, losses, liabilities and expenses
(including reasonable attorney's fees) resulting from or arising out
of any breach or alleged breach of any representations, warranties,
agreements or obligations of the indemnifying party hereunder.
In addition, Sublicensor shall, to the fullest extent permitted by
law, indemnify and hold harmless Sublicensee
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from and against any loss, liability, damage, obligation, cost or
expense (including reasonable legal fees and expenses and any amount
paid in settlement) resulting from a claim, demand, lawsuit, action or
proceeding, including any appellate or bankruptcy proceeding, relating
to or arising from or in connection with the current, former or
prospective employment, retention or compensation of any person
(including, without limitation, any performer, actor, musician, host,
writer, director, producer or any person retained in any capacity as
an independent contractor) in connection with the production,
distribution, licensing or other exploitation of any and all of the
Library Episodes or New Episodes of the Price is Right, including,
without limitation, any obligation under any union, guild or residual
agreement, to the extent that the foregoing arises as a result of the
licensing of rights to the Program to Sublicensee or the entering into
by Sublicensee of the Network Production Agreement with the Producer.
16. ASSIGNMENTS ETC.:
a. This agreement may not be assigned by either party without
the other party's prior written approval, with the
understanding that no such assignment shall relieve the
assigning party of its obligations hereunder.
b. The parties agree that any direct or indirect change in
control of the ownership of the Sublicensor shall not
constitute a change in the rights of the Sublicensee.
c. Sublicensor and Sublicensee hereby assign to Producer, to the
full extent permitted by applicable law, and irrevocably
constitute and appoint Producer (and any of Producer's
officers or employees or agents) as Sublicensor's and
Sublicensee's true and lawful attorney-in-fact to execute any
and all documents and instruments, and to perform any and all
acts for and on behalf of Sublicensor and Sublicensee, in each
case at Producer's expense, which Producer reasonably deems
necessary or advisable, for the limited purpose, and only for
the purpose, of asserting or retaining any rights of
Sublicensor and Sublicensee arising under 11 U.S.C. Section
365(n) in order to affirm this agreement in the event of the
bankruptcy of Sublicensor. Producer agrees not to exercise
any of the rights set forth in this clause in the event
Producer receives effective assurance that such rights will be
protected by the appropriate party or parties hereto.
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17. CONFIDENTIALITY: Neither party shall disclose any portion of this
agreement to any third party except to the extent necessary to
enforce, construe or carry out any term or provision of this agreement
(including any suit, action or claim, whether involving Sublicensor,
Sublicensee or any third party) or to the extent required by any
governmental or judicial order.
18. THIRD PARTY BENEFICIARIES:
The parties hereto agree that the LLC is an intended third- party
beneficiary of the provisions of this Agreement and the Producer is an
intended third party beneficiary of only the last sentence of Section
2A(b) and Sections 3(b) and 16(c) of this Agreement.
19. MISCELLANEOUS: This agreement shall be governed by the laws of the
State of New York applicable to agreements executed and to be wholly
performed therein and shall not be modified except by a written
document executed by both parties hereto. This agreement expresses
the entire understanding of the parties hereto and replaces any and
all former agreements or understandings, written or oral, relating to
the subject matter hereof. Paragraph headings are for convenience of
the parties only and shall have no legal effect whatsoever. All
notices hereunder, unless specified otherwise, shall be in writing and
shall be given at the addresses set forth in Section 1 either by
personal delivery, telegram, telefax or telex (toll prepaid) or by
registered or certified mail (postage prepaid) and shall be deemed
given on the date delivered, telegraphed, telefaxed or telexed or the
date mailed.
20. EXCLUSIVE REMEDY: Notwithstanding anything herein to the contrary, the
exclusive remedy for any breach of this Agreement by Sub, other than a
breach of its Earn-Out obligations or a breach of its payment
obligations to Sublicensor or Producer pursuant to Section 7(a)
hereunder, is termination of this agreement, except as otherwise
agreed between Sublicensor and Sublicensee.
21. DEFINITIONS
"Library Episodes" shall mean those audiovisual productions of the
Program constituting Assets acquired by the LLC at the Final Closing
of the Asset Purchase Agreement and licensed to Sublicensor under the
Master License Agreement, including any modifications thereof.
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"Licensed Formats" shall mean the outlines, treatments or formats for
"The Price Is Right" shows in the Territory, including any
modifications thereof made by Sub.
"Licensed Trademark" shall mean the trademark "The Price Is Right".
"Modified Format" shall mean the work resulting from any modification
by Sub of the Licensed Formats. Each Modified Format shall also be
deemed a Licensed Format.
"New Copyrights" shall have the meaning specified in Paragraph 9(a) of
this Agreement.
"New Episodes" shall mean any audiovisual production based on the
Licensed Formats (including any Modified Format) produced by Sub or
its sublicensees pursuant to this Agreement.
22. EFFECTIVENESS: This agreement shall become effective at the Final
Closing of the Asset Purchase Agreement and shall be of no force or
effect if the Asset Purchase Agreement is terminated in accordance
with its terms.
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IN WITNESS WHEREOF, the parties have executed this agreement
as of the date first above written.
ALL AMERICAN ▇▇▇▇▇▇▇, INC., as
SUBLICENSOR
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Its: Chief Financial Officer
Date: October 6, 1995
INTERPUBLIC GAME SHOWS, INC., as SUBLICENSEE
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Chairman and President
Date: October 6, 1995
The undersigned acknowledge the assumption by Interpublic Game Shows, Inc. of
certain obligations as set forth herein.
▇▇▇▇ ▇▇▇▇▇▇▇ PRODUCTIONS, L.P.
By: ▇▇▇▇ ▇▇▇▇▇▇▇ Television Productions, Inc.,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
------------------------------
Its:
-----------------------------
Date: October 6, 1995
TPIR LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
------------------------------
Its:
-----------------------------
Date: October 6, 1995
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Schedule I
1. CBS Network License
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EXHIBIT A
PRODUCTION STANDARDS AND STANDARDS OF QUALITY
PRODUCTION STANDARDS
To be substantially consistent with the standards in effect prior to
the date hereof.
OTHER STANDARDS
Sub shall adhere to the following standards at all times:
1. No information of any sort with respect to questions to be asked or
materials to be used on any New Episode shall be supplied or suggested
in any way to, or asked or, contestants or participants in any game or
contest recorded in any New Episode in advance of broadcast.
2. No favoritism shall be exercised in the treatment of any contestant or
participant.
3. The winning contestant or participant shall be offered in full the
exact or substantially the same prize which is announced on the
program in accordance with the provisions of the contestant release
form.
4. No game or contest, or any element thereof, shall involve any unfair
treatment of any contestant, participant or any member of the public.
5. No ambiguous statement or representation that might be misleading to
the public shall be made, nor shall the game or contest be conducted
in a manner that might be misleading to the public.
6. No element of any program shall be injurious or prejudicial to the
interest of the public, Sublicensor, or honest programming or
reputable business in general.
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