Revised program barter agreement

NBC Draft 8/21/14

CONTENT AND SERVICES AGREEMENT

THIS CONTENT AND SERVICES AGREEMENT (“Agreement”) is entered into as of August __, 2014 (“Effective Date”), by and between the [MIB ENTITY], a [[_______] corporation/limited liability company]¹ (“MIB”) and NBCUniversal Media, LLC, a Delaware limited liability company (“NBCUniversal”).
WHEREAS, NBCUniversal is the owner and operator of, or is affiliated with, (i) the NBC national broadcast network (“NBC”), (ii) the national cable sports network currently known as NBCSN (“NBCSN” and, together with NBC, the “Networks”) and (iii) several websites, applications and other digital platforms focusing on sports, soccer and related matters, including NBCSports.com, ProSoccerTalk.com and Soccerly.com (collectively, the “NBC Digital Platforms”);
WHEREAS, NBCUniversal Exhibits (as defined in Section 2(b)) soccer-related programs and other content on the Networks and the NBC Digital Platforms, including without limitation, the exclusive live, delayed and highlight coverage of the Barclays Premier League (the “Premier League”) in the United States of America, Puerto Rico and the United States Virgin Islands and (on a non-exclusive basis) American Samoa and Guam;
WHEREAS, MIB is the owner and operator of MenInBlazers.com, a soccer-related website (the “MIB Website”) and develops, creates and produces other video, audio and written content (e.g., long-form programs, documentaries, features, podcasts, etc.);
WHEREAS, MIB desires to license to NBCUniversal certain media rights with respect to such content, and NBCUniversal desires to promote, exhibit and exploit such content on the Networks and the NBC Digital Platforms; and
WHEREAS, MIB desires to provide to NBCUniversal, and NBCUniversal desires to accept, Michael Davies (“Davies”) and Roger Bennett (“Bennett”) to make appearances and provide certain personal services as sports commentators and writers in connection with NBCUniversal’s Premier League and other programming.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. 
   Term; Option.
   

1. 
   Term. The term of this Agreement shall commence on the Effective Date and expire on June 30, 2016, unless (i) extended in accordance with Section 1(b), or (ii) earlier terminated in accordance with the terms hereof. For the purposes of this Agreement, “Contract Year” shall mean each twelve (12) month period during the Term, commencing on July 1^st of the applicable year and ending on June 30^th of the following year; except that the initial Contract Year shall commence upon the Effective Date and end on June 30, 2015.
   

2. 
   Option. In the event that, following the 2015-2016 Premier League season, NBCUniversal extends or renews its existing Agreement with the Premier League or otherwise continues to be the primary media partner of the Premier League in the United States, NBCUniversal shall have the right to extend the Term for three (3) additional years (i.e., through June 30, 2019) by providing written notice to MIB on or before June 30, 2016 (the “Option”).
   

2. 
   Linear Television Content.
   

1. 
   TV Programs. Each Contract Year, MIB shall produce and deliver to NBCUniversal (i) one (1) thirty (30) minute program covering the Premier League (each, a “Weekly Show”) each week in which Premier League fixtures are scheduled to be played in such Contract Year (i.e., each week during the applicable Premier League season other than weeks reserved by FIFA for international competition) (each, a “Premier League Week”), provided that MIB shall not be obligated to produce or deliver a Weekly Show in the first [__] weeks of the 2014-15 Premier League season; and (ii) one (1) sixty to ninety minute (60:00-90:00) live to tape interview program (each, a “Special” and collectively with the Weekly Shows, the “TV Programs”). For the avoidance of doubt, the Premier League has scheduled thirty-six (36) Premier League Weeks in the 2014-15 Premier League season; therefore, subject to Premier League scheduling changes, MIB shall produce and deliver [_____] ([__]) Weekly Shows in the 2014-15 Contract Year.
   

2. 
   Scheduling. Subject to the terms of this Agreement, NBCUniversal shall use commercially reasonable efforts to schedule and Exhibit on NBCSN (i) each Weekly Show at 10:00 p.m. on the Monday following each Premier League Week, and (ii) each Special on Boxing Day or another significant date determined by NBCUniversal (e.g., Super Bowl weekend) each Contract Year. Notwithstanding the foregoing, the dates and times of all Exhibitions of the TV Programs shall be determined by NBCUniversal in its sole discretion. For the purposes of this Agreement, “Exhibit” and its correlative uses (e.g., “Exhibition,” “Exhibited” and “Exhibiting”) shall mean to duplicate, distribute, telecast, exhibit, exploit, broadcast, perform, transmit and/or display.
   

3. 
   Production.
   

1. 
   MIB Production Responsibilities. All TV Programs will be produced in high definition by MIB, [EMBASSY ROW] or another production company agreed upon by the parties. Without limiting Section 2(g), each TV Program shall be produced in a manner suitable for Exhibition by NBCUniversal on the Networks and shall be of a quality equal to that of similar programming Exhibited on the Networks, including customary graphics and animations packages, to ensure production quality and that the look and feel of the TV Programs is consistent with NBCUniversal’s standards. In addition, MIB shall furnish, at MIB’s sole cost and expense, all on-air talent (including Davies and/or Bennett), and NBCUniversal shall have the right to approve any talent other than Davies and Bennett, such approval not to be unreasonably withheld. Subject to Section 2(c)(ii), as between MIB and NBCUniversal, MIB shall be solely responsible for all costs, expenses and liabilities in connection with all production-related responsibilities, except if due to the negligence or willful misconduct of NBCUniversal.
   

2. 
   NBCUniversal Production Rights/Responsibilities. NBCUniversal shall provide MIB, at no cost to MIB, with access to footage of all Premier League matches occurring during the Term (collectively, “Premier League Footage”) for use in the TV Programs, subject to any and all restrictions (e.g., territory, duration and platform restrictions) contained in the applicable agreement between NBCUniversal and the Premier League. In addition, NBCUniversal shall have the right, but not the obligation, at NBCUniversal’s expense, (x) to designate representatives to act in consulting capacities, and such representatives may, at NBCUniversal’s option and expense, be in attendance through all phases of production and editing of the TV Programs, and (y) to furnish a production coordinator in connection with the production of the Specials, who, among other things, shall have the right to approve each Special prior to its Exhibition.
   

3. 
   Closed Captioning. MIB shall ensure that all TV Programs comply, in all respects, with then-current legal (including Federal Communications Commission (“FCC”)) requirements regarding closed captioning that are applicable to NBCUniversal, to the extent necessary to ensure that NBCUniversal are in compliance with such laws and regulations. MIB shall be responsible, at its sole cost, for inserting closed captioning into the TV Programs as and to the extent required by the preceding sentence.
   

4. 
   Music Library. MIB shall have the right but not the obligation to incorporate into the TV Programs music tracks from the NBCUniversal-owned music library as well as music tracks provided specifically by NBCUniversal through NBCUniversal’s search database system(s) at no cost to MIB, but only to the extent that the TV Programs are Exhibited on an NBCUniversal-owned platform in accordance with the terms hereunder. To the extent that the TV Programs are ever Exhibited, by MIB or otherwise, in any manner that is not contemplated hereunder, or on a platform not owned by (or under common control with) NBCUniversal, MIB shall remove any music tracks from the TV Programs that were sourced from the NBCUniversal-owned music library or NBCUniversal’s search database system(s), unless MIB has independently licensed such music tracks from all of the appropriate third parties that have an interest in such music tracks.
   

5. 
   Music Cue Sheets. No later than two (2) business days after the delivery of the applicable TV Program to NBCUniversal, MIB shall deliver to NBCUniversal (c/o Matthew Kappel – Manager, Music Networks, NBC Sports Group, 30 Rockefeller Plaza, Rm: 75/380N, New York, NY 10112) a corresponding music cue sheet consistent with Performance Rights Society requirements (e.g., program details, song title, composer(s), publisher(s), performing right society(ies), use, timing, occurrence with respect to each TV Program).
   

4. 
   Commercial Inventory. NBCUniversal or its designees shall have the right to sell or use all commercial units and other commercial elements (including, without limitation, all sponsorships, entitlements and on-screen signage) (collectively, “Commercial Inventory”) available within each TV Program. NBCUniversal (or its designees) shall retain any and all revenues from the sale or use of such Commercial Inventory, except that MIB shall receive twenty percent (20%) of (i) any revenue received by NBCUniversal from the sale of Commercial Inventory to (x) EA Sports and (y) Guinness, less (ii) any reasonable and customary third-party commissions or agency fees, provided that in no case shall such third-party fees exceed fifteen percent (15%).
   

5. 
   Delivery. MIB shall deliver the TV Programs and all related materials to NBCUniversal at MIB’s expense in accordance with this Section 2, [via Satellite // via HDCam 1080i 5994 // via Beta SP 16x9 with graphics and all essential program content in 4x3 center cut], or such other format as may be designated by NBCUniversal in writing, from time to time, during the Term, on or before [_____]². For the avoidance of doubt, if for any reason any TV Program is not produced and delivered to NBCUniversal in accordance herewith, NBCUniversal shall have no Exhibition-related obligations with respect to such TV Program.
   

6. 
   Compliance; NBCUniversal Approval. The TV Programs and any other materials delivered to NBCUniversal by MIB hereunder, and all products and services to be promoted thereby (if any), must comply with (i) all applicable federal, state, and local laws, rules and regulations, (ii) the Network standards set forth on Exhibit A attached hereto and (iii) NBCUniversal’s technical specifications set forth on Exhibit B attached hereto. NBCUniversal reserves the right to modify such standards and/or technical specifications from time to time in its sole discretion. For the avoidance of doubt, NBCUniversal shall have the right, in its sole discretion, to reject any TV Program that fails to comply with such standards or technical specifications, and NBCUniversal’s rejection of any TV Program shall in no event relieve MIB of its obligations under this Agreement.
   

7. 
   Preemption. Notwithstanding anything to the contrary in this Agreement, all Exhibitions of the TV Programs shall be subject to breaking news, live programming conflicts or NBCUniversal’s right to present any program, content or event it deems, in its sole discretion, to be of public importance or significance or to otherwise fulfill its “public interest” responsibilities (as defined by the FCC). In the event any TV Program is preempted due to the occurrence of any of the foregoing events, NBCUniversal may interrupt, collapse, Exhibit in whole or in part on another network, delay or not Exhibit such TV Program.
   

3. 
   Digital Content.
   

1. 
   Videos.
   

1. 
   Weekend Preview. Prior to each Premier League Week, MIB shall produce and deliver to NBCUniversal one (1) two to three (2:00-3:00) minute video featuring Davies and Bennett previewing the upcoming Premier League fixtures (each, a “Digital Video”) for exclusive (subject to the following sentence) Exhibition on (i) the NBC Digital Platforms and (ii) the MIB Website, provided that any Exhibition of the Digital Videos on the MIB Website shall link to NBCUniversal’s media player. In addition, solely during the term of NBCUniversal’s partnership with Yahoo, NBCUniversal shall use commercially reasonable efforts to cause Yahoo to promote and Exhibit the Digital Videos on Yahoo’s soccer-related websites in the United States.
   

2. 
   Production. Each Digital Video shall be filmed at a location selected by MIB following consultation with NBCUniversal. MIB shall be responsible for all costs, expenses and liabilities in connection with the production of the Digital Videos, provided that (x) NBCUniversal shall provide MIB, at no cost to MIB, with access to all Premier League Footage for use in the Digital Videos, subject to any and all restrictions (e.g., territory, duration and platform restrictions) contained in the applicable agreement between NBCUniversal and the Premier League, and (y) NBCUniversal shall work with MIB in good faith to provide production assistance (e.g., editing/post-production support, provision of supplemental footage).
   

3. 
   Delivery. [TBD]³
   

4. 
   Standards; NBCUniversal Approval. Each Digital Video shall be produced in a manner suitable for Exhibition by NBCUniversal on the NBC Digital Platforms and shall be of a quality equal to that of similar audio-video content Exhibited on the NBC Digital Platforms. NBCUniversal shall have the right to approve each Digital Video in its sole discretion prior to its Exhibition on any NBC Digital Platform.
   

2. 
   Written Content. MIB shall cause Bennett to provide NBCUniversal with (i) a two hundred fifty (250) word written piece to accompany each Digital Video on the NBC Digital Platforms, and (ii) one (1) additional two hundred fifty (250) word written piece for exclusive publication on the NBC Digital Platforms (collectively, the “Written Content”). MIB agrees that all Written Content shall comply with the NBCUniversal blogging guidelines set forth on Exhibit C attached hereto.
   

3. 
   Microsite. NBCUniversal and MIB shall work together to develop a “Men In Blazers” microsite within NBCSports.com (the “Microsite”). The Microsite shall include links, in the form of headlines and thumbnails (as applicable), to the Digital Videos, Written Content, Podcast (as defined in Section 3(d)), MIB Social Media Platforms (as defined in Section 3(e)), Studio Clips (as defined in Section 4(a)(1)) and any other digital content created by NBCUniversal and/or MIB in connection with this Agreement (all such digital content, collectively, the “MIB Digital Content” and collectively with the TV Programs and any other content developed by NBCUniversal and/or MIB in connection with this Agreement, the “MIB Content”).
   

4. 
   Podcast. MIB shall produce a [weekly/bi-weekly] [audio/video] “Men In Blazers” podcast (the “Podcast”) featuring Davies and Bennett. The Podcast shall be available exclusively on the NBC Platforms, the MIB Website, iTunes and, solely during the term of NBCUniversal’s partnership with Yahoo, Yahoo’s soccer-related websites.
   

5. 
   Social Media. MIB shall retain ownership of all social media properties related to Davies, Bennett and “Men in Blazers” existing as of the Effective Date (e.g., @EmbassyDavies, @RogBennett, facebook.com/MenInBlazers, @MenInBlazers) (collectively, the “MIB Social Media Platforms”). The primary goal of the MIB Social Media Platforms shall be to promote, market, push out and otherwise support the MIB Content and increase traffic to the MIB Content. NBCUniversal shall also promote, market, push out and otherwise support the MIB Content using its soccer-related social media platforms (e.g., @NBCSportsSoccer). The parties shall discuss future joint social media efforts and campaigns to promote the MIB Content. Notwithstanding anything to the contrary herein, any Exhibition of MIB Content that contains Premier League Footage via the Vine service or any other social media platform shall be subject to any and all restrictions contained in the applicable agreement between NBCUniversal and the Premier League.
   

4. 
   Appearances.
   

1. 
   Appearances. During the Term, MIB shall provide Davies and/or Bennett to make the following personal appearances as sports and/or pop culture commentators and/or writers (“Appearances”):
   

1. 
   Premier League Studio Shows. During each Premier League season during the Term, Bennett shall make one (1) Appearance per month in NBCUniversal’s Premier League studio programming on the Networks. The format and content of such Appearances shall be determined by NBCUniversal, but shall focus on feature pieces. The majority of such Appearances shall occur in NBCUniversal’s studios in Stamford, Connecticut, but shall include four to six (4-6) Appearances from the United Kingdom.  Following each such Appearance, NBCUniversal shall edit the portion of the program containing the applicable Appearance to create stand-alone clips (each, a “Studio Clip”) for Exhibition exclusively on the NBC Digital Platforms.
   

2. 
   Other NBCUniversal Programming. Throughout the Term, MIB shall (w) make Davies and Bennett available for a reasonable number of Appearances on Morning Joe (using best efforts to schedule such Appearances on Monday mornings following each Premier League Week); (x) use best efforts to make Davies and Bennett available for pop culture-related Appearances on The Today Show, with a focus on UK pop culture (e.g., news related to the British royal family); (y) use best efforts to make Davies and Bennett available for Appearances on Late Night with Seth Meyers; and (z) work in good faith with NBC Olympics senior management regarding Olympics-related Appearances and content.
   

3. 
   Additional Appearances. In addition, MIB shall cause Davies and Bennett to make a reasonable number of Appearances per Contract Year on behalf of NBCUniversal, such Appearances to include sales meetings, promotional gatherings and other similar events, and to participate in conference calls, interviews and press availabilities arranged by NBCUniversal’s communications department. NBCUniversal shall schedule all such Appearances in consultation with MIB. Following each Contract Year, the parties shall meet and discuss in good faith other potential Appearances or services to be provided by MIB, Davies and/or Bennett.
   

2. 
   Appearance Responsibilities. MIB agrees that (i) Davies’s and Bennett’s duties in connection with the Appearances include, but are not limited to, travel to and from all Appearances, rehearsal and other pre-Appearance preparation, post-Appearance wrap-up, and promotional duties (e.g., studio voice layovers for promotional announcements and trailers), and (ii) Davies and Bennett shall perform all duties hereunder pursuant to the highest standards of competence, skill, integrity, efficiency, and professionalism, and subject to NBCUniversal’s reasonable direction and control. MIB further agrees that NBCUniversal has no obligation to produce, Exhibit, present, exploit, or utilize the Appearances or any material furnished by Davies or Bennett in connection therewith.
   

3. 
   Utilization of Appearances. Subject to the terms and conditions of this Agreement, MIB agrees that NBCUniversal shall have the unlimited right to (i) use, re-use, Exhibit, license and otherwise exploit all of the products of the services performed by Davies and Bennett in connection with the Appearances (e.g., video, audio, written and/or a combination thereof) as determined by NBCUniversal, including without limitation, for Exhibition via any and all means and methods of Media Distribution, and to use Davies’s and Bennett’s names and likenesses for advertising and publicizing media coverage of the MIB Content, NBCUniversal’s Premier League programming, and the applicable program for which each Appearance was made; provided that neither Davies’s nor Bennett’s name or likeness may not be used in a manner that may constitute an endorsement of any third-party product or service without the prior written consent of MIB. For the purposes of this Agreement, “Media Distribution” shall mean any and all means and methods of media distribution, through any interface or platform, via all business models (including, without limitation, video-on-demand) and via any and all devices, in each case, whether now known or later developed.
   

5. 
   Public Morals.
   

1. 
   Personal Conduct. If at any time Davies’s and/or Bennett’s personal conduct with respect to what is generally considered public morals, either while rendering services hereunder or in Davies’s and/or Bennett’s public life, is without due regard to the reasonable best interests of NBCUniversal, MIB or to social conventions or public morals or decency, or if Davies and/or Bennett commits any act, or becomes involved in any situation or occurrence that degrades Davies and/or Bennett in society or brings Davies and/or Bennett into public disrepute, contempt, scandal, or ridicule, or that shocks, insults or offends the community (as would be determined using the reasonable person standard), or that reflects unfavorably upon Davies, Bennett, MIB and/or NBCUniversal if publicity is given to any such prior conduct, commission, or involvement on Davies’s and/or Bennett’s part, such occurrence shall be deemed a material breach of this Agreement, and NBCUniversal shall have the right to terminate this Agreement immediately upon written notice to MIB.
   

2. 
   Commercial Activities. MIB hereby acknowledges that Davies’s and/or Bennett’s other activities must be such as never to cast doubt on the fairness or objectivity of NBCUniversal or of MIB, Davies and/or Bennett, or to reflect unfavorably on Davies, Bennett, MIB and/or NBCUniversal. Accordingly, any business, commercial, or similar activities in which Davies and/or Bennett propose to engage shall be subject to NBCUniversal’s approval after disclosure by Davies and/or Bennett of full details with respect thereto. MIB represents and warrants that Davies and/or Bennett has disclosed to NBCUniversal full details with respect to any such activities in which Davies and/or Bennett is currently engaged.
   

6. 
   Exclusivity; Endorsements.
   

1. 
   Exclusivity. All of Davies’s and Bennett’s media and content-related services in any capacity and/or via any and all means of Media Distribution shall be exclusive to NBCUniversal during the Term, except (i) in connection with any content created or developed by Davies and/or Bennett solely for publication on the MIB Website, (ii) in connection with any New Program that NBCUniversal elects not to acquire in accordance with Section 8, or (iii) as otherwise expressly set forth herein or approved by NBCUniversal in writing.
   

2. 
   Endorsements. MIB shall prohibit each of Davies and Bennett, either directly or through their existing and future businesses, from rendering services that may constitute an endorsement of any third-party product or service without the prior written approval of NBCUniversal. If Davies and/or Bennett is permitted by NBCUniversal to endorse a third-party product or service for any national television commercial advertiser (each, an “Advertiser”) (whether or not such Advertiser is integrated into the TV Programs or Digital Videos and/or has purchased media from NBCUniversal), MIB shall not permit Davies and/or Bennett to render on-camera audio-visual services in connection therewith unless such Advertiser agrees to spend a minimum of ten percent (10%) to thirty percent (30%) (depending on the brand and Advertiser) of its advertising budget on advertising or other media from NBCUniversal and/or the NBCUniversal Digital Platforms. The terms of such media buy agreement shall be negotiated directly by NBCUniversal and such Advertiser. Without limiting the generality of the foregoing, MIB shall not permit Davies and/or Bennett at any time during the Term to endorse, or seek to endorse, any product or service that, in NBCUniversal’s reasonable determination, (i) is competitive with the product(s) or service(s) of any sponsors that are integrated into the MIB Content or NBCUniversal’s Premier League programming, or (ii) may reflect negatively upon NBCUniversal or place it in an unfavorable light. NBCUniversal shall have no obligation to include in the MIB Content any product or service endorsed by Davies and Bennett.
   

7. 
   2015 Women’s World Cup. NBCUniversal hereby acknowledges Davies’s and Bennett’s desire to cover the 2015 Women’s World Cup. Notwithstanding anything to the contrary herein, the parties shall discuss in good faith the nature and scope of Davies’s and Bennett’s role in NBCUniversal’s coverage of the 2015 Women’s World Cup. If, following such good faith discussions, the parties reasonably conclude that Davies’s and Bennett’s role in NBCUniversal’s coverage of the 2015 Women’s World Cup will exceed the scope of Davies’s and Bennett’s services and content obligations set forth in this Agreement, then the parties shall negotiate an additional fee to be paid to MIB for the incremental services and/or content provided by Davies and Bennett. For the avoidance of doubt, if, following such good faith discussions, the parties reasonably conclude that Davies’s and Bennett’s role in NBCUniversal’s coverage of the 2015 Women’s World Cup falls within the scope of Davies’s and Bennett’s services and content obligations set forth in this Agreement, this Agreement shall remain in full force and effect and NBCUniversal shall not be required to pay MIB any additional fee or consideration.
   

8. 
   Documentaries/Original Programs.
   

1. 
   NBCUniversal First Look. In the event that MIB, Davies and/or Bennett produces (or causes to be produced or otherwise collaborates with any third party to produce) any documentary or other new audio-visual programming during the Term (each, a “New Program”), MIB shall notify NBCUniversal of such proposed New Program, and provide NBCUniversal with all applicable concept, treatments, scripts, proposed episodic budgets and other materials and/or information sufficient for NBCUniversal to meaningfully evaluate the proposed New Program (collectively, “New Program Materials”). Following the delivery of such New Program Materials, the parties shall negotiate exclusively with each other in good faith for a period of fourteen (14) days with respect to the acquisition by NBCUniversal of the exclusive Exhibition rights to such New Program. If MIB and NBCUniversal have not reached an agreement at the conclusion of the exclusive negotiating period, MIB shall submit a written offer to NBCUniversal for the exclusive right to Exhibit such New Program via any and all means of Media Distribution and NBCUniversal shall have ten (10) days to accept or reject such offer (and NBCUniversal shall be deemed to have rejected such offer if NBCUniversal fails to deliver a written acceptance to MIB within such time period).
   

2. 
   Fee Offset. For the avoidance of doubt, any fee or other cost payable by NBCUniversal in connection with the Exhibition of any New Program shall be offset and reduced by the amount of the Development Fees paid to MIB by NBCUniversal in accordance with Section 9(c).
   

3. 
   Good Faith; Anti-Circumvention. The parties agree to act in good faith with respect to the application of this Section 8 and further agree that they will not engage in any activity designed to circumvent or otherwise frustrate the purpose of this Section 8.
   

9. 
   Consideration/Sales/Expenses.
   

1. 
   Content/Services Fees. Subject to the terms and conditions of this Agreement, NBCUniversal shall pay to MIB the following fees in each Contract Year (the “Content/Services Fees”): (i) One Million US Dollars ($1,000,000) in the 2014-15 Contract Year, (ii) One Million US Dollars ($1,000,000) in the 2015-16 Contract Year, and (iii) if NBCUniversal exercises the Option in accordance with Section 1(b), then NBCUniversal and MIB shall negotiate in good faith and agree upon the Content/Services Fees for the 2016-17, 2017-18 and 2018-19 Contract Years, provided that in no event shall the Content/Services Fees for any Contract Year be lower than One Million US Dollars ($1,000,000). The Content/Service Fees in each Contract Year shall be payable in equal monthly installments on the fifteenth day of each month during the Premier League season (i.e., ten (10) equal installments, with the first installment due on August 15^th and the final installment due on May 15^th of the applicable Contract Year), except that in the 2014-15 Contract Year, NBCUniversal shall pay the first installment (i.e., One Hundred Thousand US Dollars ($100,000)) to MIB within thirty (30) days of the Effective Date, and the remaining balance of the Content/Services Fees shall be paid in nine (9) equal monthly installments commencing on September 15, 2014 and ending on May 15, 2015.
   

2. 
   Performance Bonus. If NBCUniversal exercises the Option in accordance with Section 1(b), then NBCUniversal and MIB shall negotiate in good faith regarding the terms and conditions of an additional annual performance bonus for the 2016-17, 2017-18 and 2018-19 Contract Years (the “Performance Bonus”). Such negotiated terms and conditions shall include, without limitation, performance indicia, performance targets, bonus amounts and payment schedules.
   

3. 
   Original Program Development Fees. Each Contract Year, provided that MID delivers to NBCUniversal a minimum of [__]⁴ proposed New Programs (and sufficient New Program Materials related to each proposed New Program), NBCUniversal shall pay to MIB the following fees toward the development of New Programs (the “Development Fees”): (i) Fifty Thousand US Dollars ($50,000) in the 2014-15 Contract Year, and (ii) Twenty-Five Thousand US Dollars ($25,000) in each remaining Contract Year. The Development Fees paid by NBCUniversal to MIB shall offset and reduce any costs payable by NBCUniversal in connection with the acquisition, development, production and/or Exhibition of any New Program acquired by NBCUniversal in accordance with Section 8. The Content/Service Fees in each Contract Year shall be payable [TBD]⁵.
   

4. 
   International Distribution. NBCUniversal shall have the exclusive right to distribute the MIB Content to third parties outside of the United States (subject to any and all restrictions contained in the applicable agreement between NBCUniversal and the Premier League). NBCUniversal shall retain all revenue associated with such international distribution, and each applicable third party licensee shall retain all Commercial Inventory (and all revenue associated therewith) in connection with such third party’s use of the MIB Content. Notwithstanding the foregoing, in the event that MIB provides initial introductions, meaningful consultation and sales support through the completion of any agreement for the distribution of the MIB Content outside of the United States, the parties shall agree in good faith upon an equitable share of any international sales revenue derived by NBCUniversal as a result of such assistance by MIB. NBCUniversal and MIB shall consult regularly, exchange relevant information and otherwise cooperate in order to maximize the value derived from the international distribution of the MIB Content.
   

5. 
   Unrelated Revenue Opportunities. Subject to the terms and conditions hereof, MIB reserves the right to license and/or exploit the “Men in Blazers” name, brand, service marks, logos, trademarks, word marks, symbols and emblems, and Davies’s and Bennett’s names, likenesses and biographical matter (collectively, the “MIB IP”) in connection with product lines or branding opportunities (e.g., merchandise sales, live events) that are not (i) related to the Exhibition or exploitation of sports and other audio-visual programming, or (ii) otherwise in violation of any of NBCUniversal’s exclusivity rights hereunder (collectively, “Unrelated Revenue Opportunities”). MIB shall pay to NBCUniversal seven and one half percent (7.5%) of: (x) all gross revenue derived from any Unrelated Revenue Opportunities during the Term, less (y) any reasonable and customary third-party commissions or agency fees, provided that in no case shall such third-party fees exceed fifteen percent (15%). MIB shall provide NBCUniversal with monthly statements detailing all revenues derived from Unrelated Revenue Opportunities. At the conclusion of each fiscal quarter, the parties shall reconcile all outstanding obligations under this Section 9(e), and any amounts due to NBCUniversal for such fiscal quarter shall be paid by MID to NBCUniversal within fifteen (15) days of such reconciliation.
   

6. 
   Audit Rights. Each party shall keep complete and accurate books, records, reports and statements of account with respect to all monies received, spent, and estimated to be spent with respect to its obligations hereunder, and shall make such records available to the other party for inspection and copying upon the reasonable request of such party, at the record holder’s principal place of business or the location of such records, during standard working hours and without undue interruption to the business at the expense of the requesting party. If any audit of such records reveals an accounting error by a party of greater than five percent (5%) in its favor, then, without limiting the other rights and remedies hereunder, all costs of such audit shall be paid by the party making such error.
   

7. 
   [Travel/Expenses. NBCUniversal shall provide Davies and/or Bennett with (i) business class air transportation (first class if only two (2) classes are available) for flights of six (6) hours or longer between their home base and the location of each Appearance, (ii) coach class air transportation for flights of less than six (6) hours between their home base and the location of each Appearance, and (iii) ground transportation to and from all airports in connection therewith. All air travel and ground transportation shall be booked by the NBC Travel Department. In addition, subject to the completion and timely submission of an expense report in accordance with NBCUniversal policy and procedures, NBCUniversal will reimburse other reasonable, necessary and documented hotel accommodations and other business expenses incurred by Davies and/or Bennett in connection with each Appearance and other assignment hereunder.]⁶
   

10. 
    Promotion. Without limiting any other provision set forth herein, each of MIB and NBCUniversal will use commercially reasonable efforts to promote, market, push out and otherwise support the MIB Content and to increase traffic to the Digital Content in the highest profile manner as is reasonably possible.
    

11. 
    Intellectual Property.
    

1. 
   NBCUniversal-Owned Content. Notwithstanding any other provision of this Agreement, NBCUniversal alone shall, both during and following the Term, own all worldwide copyright and other rights, title and interests in (i) the TV Programs, (ii) the Digital Videos, (iii) the Written Content, (iv) the Appearances, (v) the Studio Clips and (vi) any New Programs acquired by NBCUniversal in accordance with Section 8 (collectively, the “NBCUniversal-Owned Content”). MIB acknowledges and agrees that all NBCUniversal-Owned Content shall constitute “works made for hire” for NBCUniversal specially ordered or commissioned under 17 U.S.C. § 101. If it is determined by a court or other legal or administrative body of competent jurisdiction that any NBCUniversal-Owned Content is not a “work made for hire” for NBCUniversal, any and all rights of MIB, Davies and/or Bennett, if any, in or to such NBCUniversal-Owned Content shall be deemed exclusively and irrevocably assigned to NBCUniversal as of the Effective Date.
   

2. 
   MIB-Owned Content. Notwithstanding any other provision of this Agreement, as between MIB and NBCUniversal, MIB alone shall, both during and following the Term, retain all worldwide copyright and other rights, title and interests in (i) the Podcast, (ii) the MIB Social Media Platforms and (iii) any other content created or developed by MIB, Davies and/or Bennett during the Term solely for publication on the MIB Website (collectively, the “MIB-Owned Content”).
   

3. 
   Use of MIB IP. MIB hereby grants to NBCUniversal and its affiliates (e.g., its affiliated national and regional sports networks), for the purpose of facilitating the performance of NBCUniversal’s obligations under this Agreement (including the promotion and Exhibition of the MIB Content), and to enable NBCUniversal to exercise any and all of its rights granted to, or reserved by NBCUniversal under this Agreement, (i) a perpetual, worldwide, irrevocable, non-exclusive, transferable, sublicensable, royalty-free license, to use, via any and all means of Media Distribution, the MIB IP solely as incorporated into the NBCUniversal-Owned Content, and (ii) solely during the Term, a worldwide, irrevocable, non-exclusive, transferable, sublicensable, royalty-free license, to use, via any and all means of Media Distribution, the MIB IP solely as incorporated into the MIB-Owned Content.
   

4. 
   Use of NBCUniversal IP. NBCUniversal hereby grants to MIB, for the purposes of facilitating the performance of MIB’s obligations under this Agreement (including the promotion and Exhibition of the MIB Content), and to enable MIB to exercise any and all of its rights granted to, or reserved by MIB under this Agreement, (i) a perpetual, worldwide, irrevocable, non-exclusive, transferable, sublicensable, royalty-free license, to use, via any and all means of Media Distribution, any NBCUniversal trademarks, graphics, service marks, logos, trademarks, word marks, symbols and emblems (e.g., the applicable Network’s translucent “bug”) (collectively, the “NBCUniversal IP”) solely as incorporated into the MIB-Owned Content, and (ii) solely during the Term, a worldwide, irrevocable, non-exclusive, transferable, sublicensable, royalty-free license, to use, via any and all means of Media Distribution, the NBCUniversal IP solely as incorporated into the NBCUniversal-Owned Content.
   

12. 
    Independent Contractor Status. The relationship of the parties under this Agreement is that of independent contractors and nothing herein or in any related document or representation shall be construed to create or imply any relationship of employment, joint venture, agency, partnership, or any other relationship other than that of independent contractors. The parties acknowledge and agree that each is engaged in a separate and independent business and neither shall state, represent or imply any interest in or control over the business of the other. The parties specifically acknowledge that Davies and Bennett are providing the services described hereunder as employees or contractors of MIB and that Davies and Bennett are not covered by any NBCUniversal employee benefits. MIB shall be solely liable for any federal, state or local taxes withholdings or other payments due in connection with any amounts paid to Davies and Bennett and shall indemnify NBCUniversal against same. To the extent applicable, MIB shall be solely responsible for the payment of worker’s compensation, disability, benefits, unemployment insurance and all other legal and labor requirements for Davies and Bennett to perform the assignments hereunder.
    

13. 
    Federal Communications Act. Davies and Bennett shall, and MIB shall cause Davies and Bennett to, comply with all applicable laws, with NBCUniversal’s policies and with all rules and regulations of the FCC and any other governmental body having jurisdiction in the premises.  MIB acknowledges that it has received from NBCUniversal and provided to Davies and Bennett, and that Davies and Bennett have read, the requirements of Section 507 of the Federal Communications Act under which it is a federal offense for any person unless disclosed to NBCUniversal prior to Exhibition to: (a) give or agree to give any member of NBCUniversal’s production staff, anyone associated in any manner with the TV Programs, or any representative of NBCUniversal, any portion of such person’s compensation or anything else of value for arranging such person’s services on the TV Programs; or (b) accept or agree to accept anything of value, other than such person’s regular compensation for services on the TV Program to promote any product, service or venture on the air, or use any prepared material containing such a promotion where such person knows the writer received consideration to include it. Nauseous
    

14. 
    Termination; Remedies.
    

1. 
   Termination for Breach. If (i) NBCUniversal on the one hand, or (ii) MIB, Davies or Bennett on the other hand, materially breaches any of their material agreements, covenants, duties, obligations, representations or warranties set forth in this Agreement, and fails to remedy such breach or default (if in fact such breach or default can be remedied) within fifteen (15) days after receipt of written notice thereof, then in addition to any other rights or remedies such party may have under any applicable law, the non-breaching shall have the right to terminate this Agreement upon written notice to the breaching party.
   

2. 
   Failure to Perform. Without limiting Section 14(a), (i) this Agreement shall terminate automatically in the event of the death of Davies or Bennett, and (ii) upon the occurrence of any significant physical disability, illness or injury which interferes in a substantial manner with Davies’s or Bennett’s ability to perform with respect to any MIB Content, Appearance or other form of exploitation for which Davies or Bennett is scheduled to perform hereunder, NBCUniversal at its option, may (x) terminate this Agreement on seventy-two (72) hours’ notice to MIB or (y) suspend its obligation to pay any compensation due under Section 9 during the period of such failure; provided, however, that prior to any such termination and/or suspension, NBCUniversal shall provide MIB with written notice thereof and a reasonable opportunity to cure such failure or refusal, if such cure is timely and possible to the reasonable satisfaction of NBCUniversal.
   

3. 
   Discontinuation of Networks. In the event that NBCUniversal discontinues the delivery of either Network in the United States, NBCUniversal shall have the right to terminate this Agreement upon written notice to MIB, effective as of the date of such discontinuation.
   

4. 
   Effect of Termination or Suspension. Termination or suspension of this Agreement shall not affect the respective rights and obligations of NBCUniversal, MIB, Davies and/or Bennett under this Agreement with respect to any Appearances or other services performed by Davies and/or Bennett prior to the effective date of such termination or suspension. Use of Davies’s and/or Bennett’s services by NBCUniversal after the termination of this Agreement, whether or not in the same or similar capacity or in connection with the same or similar programs, content or other forms of exploitation, shall not be deemed a reinstatement of this Agreement without the written agreement of both MIB and NBCUniversal.
   

5. 
   Remedies.
   

1. 
   Additional Rights; Liability. Termination of the Agreement due to a breach of a party shall not prejudice the right of the other party to exercise any other right available to it under the law or in equity. Notwithstanding anything to the contrary herein, in no event shall NBCUniversal’s liability to MIB as the result of any claims arising from or relating to any acts or omissions of NBCUniversal in its performance of this Agreement exceed the amount of total Content/Service Fees actually paid to MIB by NBCUniversal in accordance with Section 9.
   

2. 
   Equitable Relief. MIB acknowledges that the services to be rendered by Davies and Bennett and the rights granted by MIB hereunder are of a special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, the loss of which cannot be adequately or reasonably compensated by damages in an action at law and MIB’s failure to perform MIB’s obligations hereunder will cause NBCUniversal irreparable damage and injury. In addition to any other right or remedy, NBCUniversal shall be entitled to seek and obtain injunctive or other equitable relief against MIB to prevent MIB from failing to perform hereunder or to prevent MIB’s performing for others or granting such rights to others. Resort by NBCUniversal to equitable relief shall not be construed as a waiver by NBCUniversal of any other rights NBCUniversal may have against MIB for damage or otherwise.
   

15. 
    Warranties and Indemnity.
    

1. 
   MIB Warranties. MIB represents and warrants that: (i) it has all rights in and to, the MIB Content and MIB IP necessary to grant to NBCUniversal the rights contemplated by this Agreement; (ii) it possesses the full power and authority to enter into this Agreement and perform its obligations hereunder; (iii) the execution, delivery and performance of this Agreement by MIB does not violate any agreement, license, instrument, judgment, order or award of any court or arbitrator or any law, rule, or regulation under which MIB is bound or subject; (iv) the content of the MIB Content and MIB IP (and all products and services advertised or promoted therein), and any other materials provided by MIB under this Agreement (other than any content provided by NBCUniversal) shall comply in all material respects with all federal, state, county, municipal or other statutes, laws, orders and regulations of any governmental or quasi-governmental authority (including, without limitation, copyright, trademark and unfair competition laws and the rules and regulations of the FCC and the Federal Trade Commission); (v) the exercise by NBCUniversal of the rights granted herein strictly in accordance with the provisions hereof will not result in defamation or violate or infringe upon the rights of any person, firm or entity, including but not limited to, copyright, trademark, contract, privacy or publicity rights; (vi) all elements contained within the MIB Content and MIB IP (including but not limited to music performance, recording and synchronization rights, “play-by-play” calls and third party footage) have been cleared and paid for, excluding (x) any Premier League Footage, NBCUniversal IP or other materials provided by NBCUniversal or (y) any materials that are in the public domain; and (vii) it has not entered into any other agreement, nor has it done or will it do any act or thing, which in any way interferes with the full and complete performance of its obligations or would render any representation or warranty contained herein to be untrue in any material respect.
   

2. 
   NBCUniversal Warranties. NBCUniversal represents and warrants that: (i) it has all rights in and to, the Premier League Footage and NBCUniversal IP necessary to grant to NBCUniversal the rights contemplated by this Agreement it possesses the full power and authority to enter into this Agreement and to otherwise perform its obligations hereunder; (ii) the execution, delivery and performance of this Agreement by NBCUniversal does not and will not violate any agreement, license, instrument, judgment, order or award of any court or arbitrator or any law, rule, or regulation under which NBCUniversal is bound or subject; (iii) the content of NBCUniversal’s Commercial Inventory (and all products and services advertised or promoted therein) and any Premier League Footage, NBCUniversal IP or other content provided by NBCUniversal hereunder shall comply in all material respects with all federal, state, county, municipal or other statutes, laws, orders and regulations of any governmental or quasi-governmental authority (including, without limitation, copyright, trademark and unfair competition laws and the rules and regulations of the FCC and the Federal Trade Commission); (iv) all materials added by NBCUniversal to any MIB Content following the delivery thereof by MIB (including but not limited to music performance, recording and synchronization rights, “play-by-play” calls and third party footage) has been cleared and paid for, excluding any materials that are in the public domain; and (v) it has not entered into any other agreement, nor has it done or will it do any act or thing, which in any way interferes with the full and complete performance of its obligations or would render any representation or warranty contained herein to be untrue in any material respect.
   

3. 
   MIB Indemnity. MIB shall at all times during and after the Term of this Agreement defend (if NBCUniversal so desires), indemnify and hold harmless NBCUniversal and its employees, agents, officers, owners, affiliates, licensees, and subdistributors (“NBCU Indemnitees”) from and against any and all third party claims, liabilities, judgments, damages, costs and expenses (including reasonable outside attorney’s fees and expenses) (“Losses”) (i) arising out of any breach by MIB of any of its representations, warranties, covenants or agreements herein, (ii) relating to any materials contained in the MIB Content or MIB IP (other than any Premier League Footage or other materials provided by NBCUniversal) as delivered by MIB to NBCUniversal hereunder, or (iii) any performance or utterance (ad lib or otherwise) by Davies and/or Bennett on or in connection with any content created hereunder unless such performance or utterance was scripted or approved by NBCUniversal; except in each case, to the extent that such Losses result from the negligence or misconduct of an NBCU Indemnitee.
   

4. 
   NBCUniversal Indemnity. NBCUniversal shall at all times during and after the Term of this Agreement defend (if MIB so desires), indemnify and hold harmless MIB, Manhouse Productions, LLC. and itstheir parent(s), subsidiaries, successors, related and affiliated companies and their employees, agents, officers, directors, owners, licensees, representatives, assigns and subdistributors (“MIB Indemnitees”) from and against any and all third party Losses (i) arising out of any breach by NBCUniversal of any of its representations, warranties, covenants or agreements herein, or (ii) relating to NBCUniversal’s Commercial Inventory, any Premier League Footage, NBCUniversal IP or other materials provided by NBCUniversal under this Agreement or added by NBCUniversal to any MIB Content following the delivery thereof by MIB; except in each case, to the extent that such Losses result from the negligence or misconduct of a MIB Indemnitee.
   

16. 
    Insurance. Manhouse Productions, LLCMIB shall, throughout the term of MIB’sits relationship with NBCUniversal as outlined in this Agreement, maintain at its sole cost and expense: (a) commercialprehensive general and excess/umbrella liability insurance includingand broad form contractual insurance with minimum combined limits of One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) for all occurrences in the aggregate andincluding, but not limited to, (b) an errors and omissions/media liability policy (including broad form contractual coverage) with minimum limits of One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) for all occurrences in the aggregate and a deductible of no more than Ten Thousand Dollars ($10,000), protecting MIB and NBCUniversal as additional insureds from claims for loss or damage to property, or loss, damage or liability for defamation, libel, slander, violation of the right or privacy or publicity or any other right, or injury or death to persons occurring from any cause whatsoever, or that may arise from or in connection with this Agreement, or from or out of any act or omission of MIB, its officers, directors or employees in relation to this Agreement. Manhouse Productions, LLC. and/or MIB shall be responsible for payment of any deductibles or self-insured retentions under its policies for claims for which MIB is liable hereunder. All such insurance shall be issued by reputable insurers which maintains a minimum A.M. bBest rating of A- and shall name NBCUniversal and its owners as additional insureds thereunder. Such policiesy shall (a) name NBCUniversal, its parent and affiliated entities and their respective successors, licensees and assigns as additional insureds, (b) with respect to the errors and omissions insurance policy, be valid and subsisting for not less than one (1) year from the date of the last Exhibition of any of the TV Program(s), (c) in accordance with the indemnity provisions herein, provide that it is deemed primary insurance and that any other insurance of NBCUniversal or any other person or entity is excess insurance and not subject to exposure unless and until Manhouse Productions, LLCMIB’s insurance required by this Agreement has been fully exhausted, and (d) shall provide that notice of cancellation is in accordance with policy provisionsit is not subject to cancellation except on thirty (30) days prior written notice to NBCUniversal. A certificate of such insurance shall be delivered to NBCUniversal concurrent with this Agreement and in any event before the Exhibition of the TV Program(s). In the event of any cancellation of such policy, Manhouse Productions, LLCMIB shall, prior to the effective date thereof, secure a replacement policy written by an underwriter with an A.M. Best rating of A- approved by NBCUniversal and MIB shall deliver a replacement certificate to NBCUniversal.
    

17. 
    Force Majeure. If because of an act of God (other than weather); unavoidable accident; fire; national emergency; earthquake; epidemic; lockout, strike or other labor action or dispute; riot or civil commotion; governmental action; failure in whole or in part of technical facilities; war; act of terrorism; electrical, internet, or telecommunication outage that is not caused by either party; or any other event beyond the parties’ control or of a magnitude or type for which precautions are not generally taken (each, a “Force Majeure Event”), such party is unable to perform any or all of such party’s duties or obligations hereunder, then (a) such inability will not be a breach of this Agreement, (b) performance of this Agreement affected by such Force Majeure Event shall be excused hereunder, (c) the respective rights, duties and obligations of the parties will be adjusted in a fair and equitable manner, and (d) performance will be reinstituted upon the removal or other cessation of the Force Majeure Event, if appropriate.
    

18. 
    Future Rights. If NBCUniversal exercises the Option in accordance with Section 1(b), then the following shall apply:
    

1. 
   Right of First Negotiation. Commencing on February 1, 2019 (or such other date mutually agreed upon by the parties), MIB shall negotiate exclusively with NBCUniversal for a period of sixty (60) days (the “Exclusive Window”) with respect to NBCUniversal’s acquisition of rights comparable in scope to those contained in this Agreement for an additional period of at least three (3) years (the “Future Rights”).
   

2. 
   MIB Offer. If the parties are unable to reach an agreement during the Exclusive Window, MIB shall, within five (5) days thereafter, provide written notice to NBCUniversal of the material terms and conditions on which MIB would enter into a new agreement with NBCUniversal regarding NBCUniversal’s acquisition of the Future Rights (the “MIB Offer”). NBCUniversal shall then have ten (10) days (the “Acceptance Period”) to accept or reject the MIB Offer in writing (and NBCUniversal shall be deemed to have rejected the MIB Offer if NBCUniversal fails to deliver a written acceptance to MIB within the Acceptance Period). For the avoidance of doubt, MIB shall not solicit, procure or negotiate for an offer from any third party with respect to the Future Rights at any time prior to NBCUniversal’s rejection of the MIB Offer.
   

3. 
   Right to Match. If NBCUniversal rejects the MIB Offer, MIB may enter into negotiations with third parties in respect of the Future Rights; provided, however, that MIB shall not enter into an agreement with any third party, without first providing NBCUniversal with an opportunity to match such terms. MIB shall provide NBCUniversal with written notice of all material terms of any third party offer received or made by MIB (each, a “Third-Party Offer”), and MIB shall acknowledge its willingness to accept such Third-Party Offer. NBCUniversal shall then have ten (10) days after receipt thereof (the “Match Period”) to match all of the material terms of such Third-Party Offer (including, for the avoidance of doubt, (i) the total fees and other consideration afforded to MIB, and (ii) the nature and scope of the role offered to Davies and Bennett) by providing written notice to MIB of its agreement to match all of the material terms of such Third-Party Offer (and NBCUniversal shall be deemed to have elected not to match all of the material terms of a Third-Party Offer if NBCUniversal fails to deliver written notice of its agreement to match within the applicable Match Period). If NBCUniversal elects not to match all of the material terms of such Third-Party Offer in accordance with the preceding sentence, MIB shall have the right to enter into an agreement with the applicable third party on all of the material terms and conditions contained in such Third-Party Offer and upon entering into such agreement, all of the terms and conditions of this Section 18(c) shall be of no further force or effect. If MIB does not enter into an agreement on all of the material terms and conditions contained in such Third-Party Offer, the terms and conditions of this Section 18(c) shall apply to any subsequent Third-Party Offer received or made by MIB.
   

4. 
   Good Faith; Anti-Circumvention. Each party agrees to act in good faith with respect to the application of this Section 18, and further agrees that it will not engage in any activity intended to circumvent such party’s obligations under, or otherwise frustrate the purpose of, this Section 18. For the sake of clarity, MIB acknowledges that MIB may not engage any representative or agent to engage in any conduct or activity otherwise prohibited by MIB under this Section 18.
   

19. 
    Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. In no event may this Agreement or any party’s rights or obligations hereunder be assigned, transferred, or otherwise disposed of by such party to any third party, agency, or time broker without the express prior written approval of the other party, provided that NBCUniversal may assign this Agreement or any part of NBCUniversal’s rights in this Agreement to any entity controlling, controlled by, or under common control with NBCUniversal, or any entity purchasing a substantial portion of NBCUniversal’s assets.
    

20. 
    Notices. Notices hereunder will be in writing and delivered in person or by express, next-day mail or electronic mail (with confirmed receipt of transmission) to the respective addresses of the parties set forth below, unless such addresses are changed by written notice:
    

If to NBCUniversal:

NBC Sports Group

Attention: Jon Miller

1 Blachley Road

Stamford, CT 06902

Email: [e-mail]
With a copy to:
NBC Sports Group

Attention: Business & Legal Affairs

Email: [e-mail]
If to MIB:⁷
[MIB ENTITY]

Attention: [____]

[____]

[____]

Email: [____]
With a copy to:
CAA Sports

162 Fifth Avenue

New York, NY 10010

Attention: Becky Sendrow

Email: [e-mail]

21. 
    Confidentiality; Press Release. The terms and conditions of this Agreement shall remain confidential between the parties and shall not be disclosed by either party except: (a) as may be required by any court of competent jurisdiction, governmental agency, law or regulation, and including, without limitation, any arbitration process involving either party that is mandated by applicable law, rule, regulation or consent decree; (b) to a party’s or its affiliate’s accountants, auditors, consultants, agents, employees and/or legal counsel (collectively, “Representatives”), and/or owners or lenders (or prospective owners or lenders); (c) to enforce a party’s rights pursuant to this Agreement, provided that prior to such disclosure such party shall request confidential treatment of such information; or (d) any disclosure by NBCUniversal or its affiliate in the ordinary course of their business of disseminating news and information; provided that the individuals involved in such dissemination received such information from a source other than NBCUniversal or any affiliate of NBCUniversal, or their Representatives. In addition, neither MIB nor any of its officers, directors, employees, agents or licensees shall issue any press release or similar public announcement or statement regarding this Agreement without the prior written approval of NBCUniversal.
    

22. 
    Survival. Sections [4(c), 9(f), 11, 12, 14(c), 15, 16, 18, 19, 21, 22 and 23]⁸ shall survive the expiration or termination of this Agreement.
    

23. 
    Miscellaneous. This Agreement (including its Exhibits) contains the entire understanding between the parties, supersedes all prior or contemporaneous oral agreements and all prior written understandings of the parties relating to the subject matter hereof and may only be amended by a written agreement signed by the parties hereto. If any provision set forth in an Exhibit hereto alters or conflicts with any provision contained in the body of this Agreement, the provisions of the Exhibit shall control. No waiver of any provision of this Agreement shall be effective unless in writing, and waiver by either party of any of the terms and conditions of this Agreement in any instance shall not be deemed to be continuing and shall not limit any other remedy, right or obligation of either party. If any provision of this Agreement shall for any reason be held invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect any other provision hereof, but this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. This Agreement will be governed in accordance with the laws of the State of New York. Any action or proceeding of whatsoever kind or nature with respect to, or arising out of, this Agreement will, if brought by either party herein, be instituted and tried only by the United States District Court for the Southern District of New York, or the Supreme Court of New York (N.Y.) County, as appropriate, and both parties hereto waive any right to cause such action or proceeding to be instituted or tried elsewhere. Without limiting Section 12, this Agreement shall not be deemed to create a partnership or joint venture between the parties hereto, nor shall MIB be deemed or represent itself as being an agent of NBCUniversal. This Agreement may be executed in several counterparts, and by the different parties hereto on separate counterparts, each of which, when so executed, shall be an original, but all such counterparts shall constitute one and the same agreement.
    

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly authorized representatives on the date first written above.

NBCUNIVERSAL MEDIA, LLC	[MIB]
By: ____________________________________ Name: Jon Miller Title: President, TV Programming NBC Sports and NBCSN Address: 1 Blachley Road Stamford, CT 06902 Email: [e-mail]	By: ____________________________________ Name: ___________________________ Title: ___________________________ Address: ___________________________ ___________________________ Email: ___________________________

EXHIBIT A

NETWORK STANDARDS
NBCUniversal reserves the right not to accept, or to require revisions to, any materials submitted pursuant to this Agreement, including but not limited to materials that are inconsistent with our then-current integrity policies, Standards and Practices, and/or that contain any of the following:

 

• 
  Content containing themes or talent that depict or are associated with objectionable social or political messaging or agendas
  
• 
  Sexually explicit content or nudity
  
• 
  Content that could be deemed obscene or indecent
  
• 
  Illegal drug use or the abuse of legal drugs or alcohol
  
• 
  Derogatory characterizations of any ethnic, racial, sexually-oriented or religious groups
  
• 
  Profane or other potentially offensive language
  
• 
  Content containing inappropriate religious symbolism, practice or advocacy
  
• 
  Violence, especially where women or children are victims or, are threatened by, acts of violence
  
• 
  Guns or weaponry, except that guns or weapons that are specifically designed for recreational purposes (i.e., non-military grade weapons that are designed solely for use in legal target shorting, hunting or fishing) may be accepted in hunting programming on a case-by-case basis (for the avoidance of doubt, programming that depicts the hunting or killing of vulnerable, threatened, or endangered animals (e.g., big cats, polar bears, elephants, rhinos) is not acceptable)
  

 

NBCUniversal reserves the right to include additional categories on the above list at any time and to reject any programming that contains other content or elements that NBCUniversal, acting in its sole discretion, deems inappropriate.

EXHIBIT B
NETWORK TECHNICAL SPECIFICATIONS
[See attached]
EXHIBIT C
NBCUNIVERSAL BLOGGING GUIDELINES
[TO COME]

1 Please provide all corporate entity information.

2 Delivery details TBD.

3 Delivery details TBD.

4 Minimum number of potential New Programs TBD.

5 Payment terms of Development Fee TBD.

6 Travel TBD.

7 Please provide.

8 To be updated.