{"id":42696,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/programming-agreement-bravo-co-and-salon-com.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"programming-agreement-bravo-co-and-salon-com","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/programming-agreement-bravo-co-and-salon-com.html","title":{"rendered":"Programming Agreement &#8211; Bravo Co. and Salon.com"},"content":{"rendered":"<pre>\n\n                                 BRAVO COMPANY\n                              1111 STEWART AVENUE\n                           BETHPAGE, NEW YORK 11714\n\n\n                                                          \n\nSalon.com\n706 Mission Street, 2\/nd\/ Floor\nSan Francisco, CA 94103\n\nLadies and Gentlemen:\n\n         This letter shall confirm the terms of the agreement (the 'Agreement')\nbetween Bravo Company ('Bravo') and Salon.com ('Producer') for the production by\nProducer of a series of half-hour weekly television shows to be aired on and\nover the BRAVO programming service (the 'Service').\n\nProduction of Show.\nProducer shall develop and produce a series of twenty-six (26) shows (the 'First\nSeason') about the arts based upon and consistent with the content, reputation\nand brand identity of Producer's on-line sites and with a written treatment and\npilot approved by Bravo (the 'Shows'), each such show to be a half-hour in\nlength. The content and quality of the Shows shall be consistent with Bravo's\nprogram positioning and shall meet Bravo's programming and production\nguidelines. The parties shall reach mutual agreement as to the budget and\nproduction schedule for the pilot and the First Season of the series; provided,\nhowever, if such mutual agreement is not reached ninety (90) days prior to\nProducer's scheduled first rehearsal date, this Agreement shall terminate and\nall rights to the Shows shall revert to Producer. Producer shall submit a\nrough-cut pilot to Bravo for approval. If Bravo fails to approve the rough-cut\npilot submitted by Producer, then Producer shall revise such pilot to\nincorporate Bravo's requests, at Producer's expense. If Bravo then fails to\napprove the final pilot as so revised by Producer, then Bravo may elect either\nto request Producer make further revisions to the pilot (at Bravo's expense)\nuntil such pilot is acceptable to Bravo, or to terminate this Agreement (in\nwhich case all rights to the Shows shall revert to Producer). Bravo shall advise\nProducer whether it approves the rough-cut pilot initially submitted within\ntwenty-one (21) days after submission thereto within twenty-one (21) days after\nre-submission of the pilot to Bravo.\n\n         (b)   Producer shall have the right to produce the Shows at the studio\nof Metro Channel at 481 Eighth Avenue, New York, New York. If Producer elects to\nproduce the Shows at such studio, then Bravo shall cause Metro Channel LLC\n('Metro') to make available to Producer Metro Channel's production and post-\nproduction facilities at such\n\n                                      49\n\n \nstudio for the production of the Shows, without charge to Producer, on days and\nat times mutually acceptable to the parties; provided, however, that all such\nfacilities made available to Producer shall be full service and shall include,\nwithout limitation, full multi-camera, audio and lighting packages, production\noffices, videotape and audio record machines, post-production facilities\n(including audio post-production), studio director, assistant director, stage\nmanagers, editors, and all accompanying below-the-line personnel necessary for\nProducer to produce and deliver a weekly half-hour episodic television show\nmeeting the mutually agreed upon budget, schedule, and the technical\nrequirements set forth in Section A, and the content and quality requirements of\nBravo as set forth above in Section 1(a). Bravo shall also cause Metro to use\nbest efforts to make members of Metro's production staff at such studio\nreasonably requested by Producer available to Producer. Producer shall be\nresponsible for all other costs and expenses related to the production of the\nShows; provided, however, that Bravo shall use reasonable efforts to provide\nProducer with access to, or assist Producer in negotiating, any pre-production,\nproduction, or post-production related agreements necessary to produce the Shows\nat the same rates and under the same terms and conditions as such facilities,\nsupplies, or personnel are provided to Bravo. Bravo shall be afforded the\nopportunity to provide input during the production of each Show and shall have\neditorial approval with respect to each Show. The parties contemplate that\nProducer shall deliver the pilot to Bravo within six (6) months from the date\nhereof, and that the first Show shall be Exhibited on the Service not later than\nsix (6) months after the approval, if any, of the pilot by Bravo provided that\nProducer shall deliver the Shows to Bravo in accordance with the delivery\nrequirements set forth in Section 7(a), all subsequent episodes comprising the\nFirst Season are to be aired on a regularly scheduled weekly basis, but in no\ncase shall the 26th episode of the First Season be aired later than the\nthirtieth (30th) week following the premiere airing of the first episode.\n\nRights Granted.\nProducer hereby grants to Bravo the following rights:\n\nthe exclusive right and license to exhibit, distribute, transmit, display,\nexploit, project and perform (collectively, to 'Exhibit') the First Run of the\nFirst Season of the Shows in the United States, its territories and possessions\n(the 'U.S. Territory') by any and all means of television transmission and\ndelivery (but in no case via the Internet), whether now known or hereafter\ndeveloped (Television Distribution'), and on and over the Service. Subject to\nBravo's approval rights set forth herein, each of the Shows shall be Exhibited\nby Bravo on the Service at least [****] during the premiere week, with at least\none (1) such exhibition between [****] (the 'First Run'). The parties\ncontemplate that the premiere of each episode of the Shows shall be Exhibited on\nthe Service on a consecutive weekly regularly scheduled basis in the order\nreceived from the Producer, subject to Bravo's overall scheduling requirements\nand constraints.\n\n                                      50\n\n \nthe exclusive right and license to Exhibit the First Run of the First Season of\nthe Shows in Latin America including Mexico, Central America, the Caribbean and\nSouth America (the 'Latin American Territory') by Television Distribution, and\non and over Bravo's programming service currently called 'Film &amp; Arts' or any\nsuccessor thereto (the 'Latin American Service'). \n\nthe exclusive right and license to Exhibit the First Run of the First Season of\nthe Shows in Canada by Television Distribution, and the exclusive right to\nsublicense any or all of the Shows for Television Distribution in Canada\n(including without limitation the right to sublicense the Shows to Chum Limited\n('Chum') for exhibition on and over the programming service currently called\nBRAVO! or any successor thereto with which Chum is associated).\n\nthe exclusive right and license to Exhibit the First Run of the First Season of\nthe Shows by Television Distribution in any other country or territory not\ndescribed above. \n\nthe exclusive right and license to sublicense the First Run of the First Season\nof the Shows for Television Distribution on and over any programming service\nowned or operated by any affiliate of Bravo.\n\nFor purposes of this Agreement the 'Licensed Territories' are the U.S.\nTerritory, Canada, Latin American Territory, Latin American Service, and any\nother territories in which Bravo is licensed to distribute the Shows pursuant to\nthis Agreement.\n\nThe rights granted to Bravo herein shall include the right to use the Shows for\n(i) not-for-profit educational purposes, including, but not limited to, the\nright to authorize off-air taping for such purposes, (ii) audience and marketing\ntesting, (iii) sponsor\/advertiser screening and (iv) reference and file\npurposes; provided, however, that no clips or segments of the Shows may be\nincorporated into any 'clip show' or 'best of' program or sold to any third\nparty without Producer's prior written approval. The gross proceeds from such\ndistribution of the Shows shall be shared between Bravo and Producer on a 50\/50\nbasis.\n\nBravo shall have the right to promote each of the Shows in any manner or media,\nincluding without limitation, the right to use and license others to use\nProducer's name, the title of, trailers created for and excerpts from each Show\n(including audio portions only) and the name, voice and likeness of and any\nbiographical material concerning all persons appearing in or connected with each\nsuch Show for the purpose of advertising, promoting and\/or publicizing each such\nShow, Bravo and the program services on which the Show is Exhibited (except that\nBravo shall not have the right to use same as an endorsement of any other\nproduct or service); provided, however, that Bravo shall make reasonable efforts\nto promote the Shows in at least as favorable a manner, media, and number of\nexposures as it promotes its most favored regularly scheduled programs aired in\nthe same or adjacent time slots. Bravo and its permitted sublicensees shall also\nhave the right to include their respective name, trademark and logo in each of\nthe Shows to identify Bravo or such sublicensee as the exhibitor of the Shows.\n\n\n* Certain information in this page has been omitted and filed separately with \nthe Commission. Confidential treatment has been requested with respect to the  \nomitted portions.\n\n                                      51\n\n \nWithout limiting any of the rights granted to Bravo hereunder, all Exhibition,\npromotion, advertising, marketing, editing and other rights granted to Bravo\nherein shall apply to the Service, the Latin American Service, Canada, any other\npermitted territory and to any sublicensee permitted hereunder; provided,\nhowever, that to the extent Bravo exercises its right to distribute the Shows,\nBravo's obligations to promote the Shows, as set forth in Section 2(c) above,\nshall extend in full to the Licensed Territories.\n\nAll other rights with respect to the Shows not expressly granted herein are\nreserved by Producer; including, without limitation, the right to distribute the\nShows (i) in any and all markets not included in the Licensed Territories, (ii)\nin any market in the Licensed Territories in which Bravo has not entered into an\nAgreement to premiere the Shows in the Licensed Territories within forty-five\n(45) days of its premiere in the US. Territory, and (iii) in any and all\nLicensed Territories, countries, or television markets throughout the world\nfollowing the forty-five (45) day exclusive period after Bravo's premiere of any\nindividual episode.\n\nTo the extent Bravo has such resources and rights, Bravo shall make reasonable\nefforts to provide Producer access to, and use of, subject only to any\nout-of-pocket costs, all of Bravo's stock music, film, and video tape footage,\nsolely for inclusion in the Shows, unless Bravo shall have a reasonable basis\nfor keeping such resources proprietary.\n\nLicense Fee.  Except as set forth in Section 2(b), no license fee, production\nfee or any other fee shall be payable by Bravo to Producer in connection with\nthe production of the Shows or for the rights granted by Producer to Bravo\npursuant to this Agreement.\n\nHoldback.  Producer represents and warrants that Bravo's Exhibition of each Show\nshall be the worldwide premiere of such Show in any media; provided, however,\nthat Bravo shall first Exhibit each Show throughout the Licensed Territories\nwithin forty-five (45) days of delivery to Bravo by Producer, else Producer\nshall be free to premier such Show in any media in any territory.\n\nExhibitions.  With respect to each Show, Bravo shall have the right to [****].\nThe term 'Exhibition Day' shall mean any 24-hour period.\n\nCredits.  The name of the Shows shall include a reference to 'Salon.com' in a\nform approved by each party. All credits, including the size and placement\nthereof, shall be subject to Bravo's approval. Producer shall receive a\n'Produced by' credit in the main titles in connection with each of the Shows. At\nthe opening of each Show, there will be a 'Bravo Original Production' billboard.\nIn addition, Bravo shall have the right to designate persons to receive\n'Executive in Charge of Production' credit in the end credits.\n\nDelivery Requirements.\nAll materials for the first Show to be Exhibited hereunder shall be delivered at\nleast four (4) weeks prior to the start of such Show's scheduled exhibition\ndate. Assuming the content of the subsequent Shows is topical in nature, the\nmaterials for each such Show shall be delivered at least two (2) weeks prior to\nthe start of each such Show's scheduled exhibition date. Delivery shall be made\nto Bravo, c\/o Rainbow Network Communications, 35 North Tyson Avenue, Floral\nPark, New York 11001, and shall remain in Bravo's possession throughout the term\nof this Agreement. In addition, for each Show delivery shall include (i) one\nclosed caption transfer; and (ii) a complete and accurate music cue sheet for\nmusic contained in such Show. Delivery shall not be deemed complete unless and\nuntil the Shows are delivered in accordance with this Section 7 and meet the\ntechnical specifications set forth in Schedule A attached hereto.\n                                      ----------    \n\n         (b)   At least four (4) weeks prior to the scheduled exhibition date\napplicable to the first Show to be Exhibited hereunder (two (2) weeks prior to\nsuch date for each subsequent Show), Producer shall provide Bravo with available\npromotional materials including, without limitation, color or black-and-white\nslides, transparencies, captioned photographs, brochures, a synopsis and\ndescription of such Show, a complete list of credits, biographies of key talent,\nelectronic press kits and any trailers and featurettes created for such Show.\nPromotional materials should be delivered to the attention of Ms. Dina\nPersampire, Bravo Company, 1111 Stewart Avenue, Bethpage, New York 11714-3581.\n\n\n* Certain information in this page has been omitted and filed separately with \nthe Commission. Confidential treatment has been requested with respect to the  \nomitted portions.\n\n                                      52\n\n \nEditing:  Bravo shall have the right to cut, edit, dub, alter and modify the\nShows, but solely as may be necessary to comply with local or national broadcast\nstandards or any other applicable laws or standards (including obscenity laws or\nstandards), to meet with scheduling and timing requirements, to create\npromotional materials and\/or to insert commercial material, and to authorize any\nperson to do the foregoing.\n\nRepresentations and Warranties:  Producer represents and warrants that:\n\nAll materials delivered by Producer hereunder will be either original or\nlicensed for use by the parties which own or control such rights, and no part of\nsuch materials or the exhibition, promotion or other use of each of the Shows by\nBravo will violate or infringe on any rights whatsoever of any person or entity.\n\nWith respect to the non-dramatic public performance rights to musical\ncompositions contained in each Show, such rights shall be (i) (A) with respect\nto the U.S. Territory, controlled by ASCAP, BMI or SESAC, in which event Bravo\nshall be solely responsible for paying any fees required to be paid to any such\nperforming rights society, (B) with respect to Canada, controlled by SOCAN, in\nwhich event, Bravo shall be solely responsible for paying any fees required to\nbe paid to such performing rights society should Bravo elect to supply any of\nthe Shows to Chum pursuant to Section 2(a)(iii) hereof and (C) with respect to\nthe Latin American Territory or any other territories in which Bravo distributes\nthe Shows, Producer shall not be responsible for paying any fees required to be\npaid to any performing rights societies; (ii) controlled by Producer and not\navailable from a performing rights society, in which case such rights are\ngranted herein; or (iii) in the public domain.\n\nProducer has full right, power and authority to enter into this Agreement and to\nrender all of the services and satisfy all of the obligations to be rendered and\nsatisfied, respectively, by it hereunder, and there are no claims, facts or\ncircumstances existing or pending which would prevent Producer's full\nperformance of its obligations hereunder.\n\nProducer's performance hereunder will not be hindered, prevented or adversely\naffected by the pendency or occurrence of year 2000 or any other date or\ncalendar-related data.\n\nThe provisions of this Paragraph 9 will survive termination or expiration of\nthis Agreement.\n\nInsurance:  Throughout the period commencing on the date hereof and terminating\nno earlier than the expiration of this Agreement (or in the case of the\ninsurance described in clause (c) below, terminating after the last exhibition\nof a Show by Bravo hereunder) the Producer shall provide and maintain, in full\nforce and effect, at its own cost and expense:\n\nworkers compensation coverage for statutory limits and employer's liability\ncoverage for New York State;\n\ncomprehensive general liability insurance for a combined bodily liability,\nproperty damage and personal injury limit of at least $1,000,000 per occurrence;\nand\n\nproducer's liability (errors and omissions) insurance that covers any and all\nclaims arising out of or relating to (i) errors and omissions relating to media\nliability or (ii) the exhibition of the Shows pursuant to this Agreement. Such\npolicy shall be written on an occurrence basis and shall be in the amount of at\nleast $1,000,000 for any one claim arising out of a single occurrence and\n$3,000,000 in each annual policy period.\n\n         Producer shall furnish Bravo with certificates of insurance evidencing\nthe existence of said insurance coverage, naming Bravo as an additional insured.\nNo such policy may be cancelled or materially modified without Bravo's prior\napproval, such approval not to be unreasonably withheld. Indemnification:\nProducer shall indemnify, defend and hold harmless Bravo, its partners,\nofficers, affiliates, licensees and sublicensees, from any claim, liability,\nloss or damage, including reasonable attorneys' fees and disbursements\n(collectively, 'Losses'), caused by or arising out of any breach or, in\nconnection with a third party claim, alleged breach of any representation,\nwarranty, covenant or agreement of Producer or the exhibition or promotion of\nthe Shows pursuant to this Agreement. Bravo shall indemnify, defend and hold\nharmless Producer, its officers, directors and affiliates from any Losses caused\nby or arising out of any breach or, in connection with a third party claim,\nalleged breach of any representation, warranty, covenant or agreement of Bravo\nhereunder. The provisions of this Paragraph 11 will survive termination or\nexpiration of this Agreement.\n\n                                      53\n\n \nDisclaimer.  EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9 OF THIS AGREEMENT,\nPRODUCER EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, CONDITIONS OR\nWARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT\nLIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR\nPURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. \n\nAdvertising.  Each of Bravo and Producer shall have the right to sell two (2)\nminutes of commercial announcement time per each half-hour Show and to retain\nall revenue derived therefrom. Bravo shall also have the right to make available\nto distributors one (1) minute of commercial announcement time per each half-\nhour Show and to exploit any such time not sold by distributors. Any commercial\nadvertisement provided to or inserted in the Shows by Producer shall not violate\nthe right of privacy of or constitute a libel or slander against or violate or\ninfringe any law, trademark, trade name, patent, copyright or any literary,\nartistic, dramatic or other right of any person or entity. Producer's use and\nexploitation of the commercial time in the Shows available to it hereunder shall\nbe subject to and in accordance with such rules and restrictions, of which\nProducer has received or from time to time may receive written notice, as may be\npromulgated by Bravo. Neither party shall have the right to sell commercial\nannouncement time in any of the Shows to any business operated by a third party\nwhich the other party reasonably believes is a competitor of such other party.\nBravo shall assist Producer in selling such advertising by providing information\nand materials which it provides to other marketers of advertising.\n\nTerm.  Except as otherwise expressly provided in Section 1(a) hereof, the\nexclusive rights granted to Bravo pursuant to Section 2 hereof shall terminate\nwith respect to a particular Show forty-five (45) days after the initial\nExhibition of such Show by Bravo hereunder, after which such rights shall\ncontinue on a non-exclusive basis; provided that after the expiration of Bravo's\nexclusive rights with respect to a particular Show, Producer shall not provide\nany third party with the right to exploit such Show for other than fair market\nvalue for the rights so provided during the term of the Agreement; provided,\nhowever, that such fair market value may include barter. If the average of the\nNielsen ratings for each of the premiere airings of each of the Shows of the\nFirst Season is at least two-thirds (2\/3) of the average of the Nielsen ratings\nfor Bravo for the day-part during the period each of the Shows is exhibited by\nBravo, then, at Producer's sole and exclusive option, Producer shall produce one\n(1) additional series of twenty-six shows in accordance with the terms of this\nAgreement (the 'Additional Shows') and Bravo shall have the same rights\nhereunder with respect to such Additional Shows as are granted to Bravo\nhereunder with respect to the Shows.\n\nMiscellaneous:\n\nProducer acknowledges that this Agreement constitutes an agreement whereby Bravo\nis engaging Producer as an independent contractor and not an employee of Bravo,\nand in no event shall this Agreement be construed to create any employment,\nagency or joint venture relationship between the parties.\n\nThis is an Agreement for the services of Producer. Accordingly, Producer may not\nassign this Agreement or any of its rights or obligations hereunder without the\nprior written consent of Bravo, and any assignment by Producer in violation of\nthe terms hereof shall be void ab initio and of no force or effect. Either party\nmay freely assign the Agreement and any rights and obligations hereunder to a\npurchaser of all or substantially all of the business or assets of the relevant\nparty.\n\nProducer acknowledges and agrees that Producer will be responsible for all taxes\n(e.g. payroll taxes) (other than any sales tax or income tax payable by Bravo in\nconnection with Bravo's distribution and exhibition of the Shows for which Bravo\nshall be solely responsible) and other amounts imposed by any governmental\nentity in connection with the services rendered by Producer hereunder.\n\nProducer acknowledges that Bravo is not a party to any collective bargaining\nagreement with any guild or union which may claim jurisdiction over the services\nto be rendered hereunder and that Bravo will have no obligation with respect to\nProducer's status or the status of any independent contractor engaged by\nProducer or any employee of Producer or any such independent contractor as a\nguild or union member or for any payments which may be required by any such\nguild or union.\n\nThis Agreement, together with the Registration Rights Agreement, the Stock\nPurchase Agreement and the Website Content Agreement, dated the date hereof,\nbetween Salon and Bravo, set forth the entire agreement between the parties with\nrespect to the subject matter hereof and supersede all prior understandings and\nagreements (whether written or oral) related hereto. This Agreement may not be\nmodified, amended or waived except in a writing signed by both parties.\n\n                                      54\n\n \nThis Agreement shall be governed by the laws of the State of New York applicable\nto agreements entered into and wholly performed therein without regard to its\nchoice of law provisions, and each party hereby consents to the jurisdiction of\nany state or federal court located in the State of New York.\n\nIn the event that Producer should determine to seek any recourse, action or\nclaim to which it may be entitled under or by reason of this Agreement, Producer\nhereby agrees that any such recourse, action or claim shall extend only to Bravo\nand not to any of Bravo's partners.\n\nBravo shall cause Metro to discuss with Producer the possibility of Metro and\nProducer jointly developing programming based upon the content of Producer's\non-line sites for exhibition on Metro Channel.\n\n         (i)   Each Party acknowledges that the proprietary information of the\nother party which it knows or has reason to know is considered confidential by\nthe Disclosing Party ('Confidential Information') ('Discloser') and this\n                       ------------------------ \nAgreement is trade secret to, and constitutes confidential information of the\nDiscloser. The receiving party ('Recipient') therefore agrees to maintain such\n                                 ---------\nitems secret and in confidence for the Discloser, using no less than reasonable\ncare, and shall not disclose any of these items to any persons other than\nemployees of Recipient with a need to know, without the prior written consent of\nthe Discloser. Unauthorized use or disclosure of Discloser's confidential\ninformation may cause irreparable harm to the Discloser, and the Recipient\nagrees that the Discloser shall have the right to seek and obtain injunctive\nrelief to enforce the terms of this Agreement.\n\n         (ii)  The confidentiality and non-disclosure obligations of the Parties\nset out in this Section 14(i) shall not apply to the extent of Confidential\nInformation that either:\n\n               (A)  Becomes lawfully available to the general public from a\nsource other than by a breach of this Agreement;\n\n               (B)  Is lawfully obtained by the obtaining party from a third\nparty or parties unconnected with Recipient, as applicable, without breach of\nany confidentiality obligations;\n\n               (C)  Is obtained by the obtaining party with the Discloser's\nwritten approval; or\n\n               (D)  Is disclosed under operation of the law or to establish the\nrights of either party under this Agreement, provided that that party obligated\n                                             -------------\nto make such disclosure gives the other party prompt notice of such intended\ndisclosure to allow such other party to attempt to narrow or prevent such\ndisclosure.\n\nAny and all notices or other information to be given by one of the parties to\nthe other shall be deemed sufficiently given when forwarded by certified mail\n(receipt requested), facsimile transmission or hand delivery to the other party\nat the following address:\n\nIf to Bravo:      ____________________________\n                  ____________________________ \n                  Attn:_______________________\n                  Fax No: ____________________\n\n                  With a copy to:\n                  ____________________________\n                  ____________________________\n                  ____________________________\n                  Attn:_______________________\n                  Fax No: ____________________\n\n                                      55\n\n \nIf to Salon.com:\n\n                  Salon.com\n                  706 Mission Street\n                  2nd Floor\n                  San Francisco, CA  94103\n                  Attn: Chief Financial Officer\n                  Fax No: (415) 882-8780\n\n                  With a copy to:\n\n                  Mark F. Radcliffe, Esq.\n                  Gray, Cary, Ware &amp; Freidenrich LLP\n                  400 Hamilton Avenue\n                  Palo Alto, CA   94301\n                  Fax No:  (650) 327-3699\n\nand such notices shall be deemed to have been received on the first business day\nfollowing the day of such facsimile transmission or hand delivery, or on the\nfifth business day following the day of such forwarding by certified mail. The\naddress of either Party may be changed at any time by giving ten (10) business\ndays' prior written notice to the other Party in accordance with the foregoing.\n\nIf any term of this Agreement is found to be invalid, illegal or unenforceable,\nin whole or in part, by a body of competent jurisdiction, that term shall be\ndeemed severed from this Agreement to the extent of such invalidity, illegality\nor unenforceability, and such invalidity, illegality or unenforceability shall\nnot affect the validity, legality or enforceability of any other term of the\nAgreement.\n\nThe failure of a party to insist upon strict adherence to any term of this\nAgreement on any occasion shall not be considered a waiver or deprive that party\nof the right hereafter to insist upon strict adherence to that term or any other\nterm of this Agreement.\n\nExcept for the obligation to make payments hereunder, nonperformance of either\nparty shall be excused to the extent that performance is rendered impossible by\nstrike, fire, flood, governmental action, failure of suppliers, earthquake, or\nany other reason where failure to perform is beyond the reasonable control of\nthe non-performing party.\n\n                                      56\n\n \n         The submission of this Agreement to Producer or its agent or attorney\nfor review or signature does not constitute an offer to Producer. This\ninstrument shall have no binding force or effect until its execution and\nunconditional delivery by both parties hereto. If you are in agreement with the\nforegoing, please sign in the space provided below, whereupon this letter shall\nbecome a binding agreement between Bravo and Producer.\n\n\n\n                                                      Sincerely,\n\n                                                      BRAVO COMPANY\n\n\n                                                      By: \/s\/ Josh Sapan\n                                                      -----------------------\n                                                      Chief Executive Officer\n\nACCEPTED AND AGREED:\n\nSALON.COM\n\n\nBy:\/s\/ Michael O'Donnell\n------------------------ \nChief Executive Officer\n\n                                      57\n\n \nSCHEDULE A\n----------\n\nTECHNICAL REQUIREMENTS\n\nThis document describes the technical requirements for program materials to be\nused by Bravo Company for origination of television programming. All\nspecifications shown herein apply to Betacam SP 1\/2' tapes.\n\nFORMAT FOR VIDEO SUBMASTER\n\nInformation shall be recorded on Betacam SP Metal long cassette format only.\nEach cassette shall have fifteen seconds of color black followed by one minute\nof split-field color bars (EIA or SMPTE standard) at the head of the tape. Color\nbars shall be followed by one minute of color black prior to program\ninformation. The end of program material of each reel shall transition directly\nto color black. Color black shall continue until the end of the tape.\n\nThe program shall be uninterrupted on any reel. No extraneous information, such\nas slugs or countdown clocks shall be contained within the program.\n\nThere shall be no overlap of program material between reels.\n\nWhere programs are broken into more than one reel, there shall be a minimum of\none second of audio without dialogue at the end of the first reel and the\nbeginning of the second (third or fourth). This will allow transitions between\nreels without disturbing dialogue.\n\nColor bar video information shall be accompanied by 1 kilohertz audio tone at +4\ndBm on all audio tracks. During the color black portions of the tape all audio\ntracks shall be silent with the exception of time code.\n\nBoth color and monochrome programs shall meet EIA RS170A standards for levels\nand timing of signal components. Monochrome programs shall contain color burst\nat its customary location.\n\nColor programs shall use NTSC encoding techniques, except where the master tape\nis recorded in component video. In this case color difference signals should be\nused, if possible. These color differences signals (Y, R-Y, B-Y) shall adhere to\nSony Betacam format with respect to level and timing.\n\nA standard VITS signal (FCC 73.670) should be recorded on each reel, if\navailable.\n\nIf closed caption is included, it shall appear on line 21 of field 1 of the\nvertical blanking interval.\n\nAll program audio shall be fully mixed.\n\nWhere possible, program audio should be recorded in stereo. All program\nmaterials should be specifically labeled regarding: stereo audio, mono audio,\nclose captioning, subtitled, etc. Audio channels 1 and 3 should have identical\ninformation on them and audio channels 2 and 4 should have identical information\non them.\n\nSMPTE standard 80-bit, longitudinal, drop-frame time code shall be recorded on\nthe time code track. It shall be recorded continuously from the beginning of the\nreel to the end, with 1:00:00(00) appearing at the first frame of program video\n(2:00:00(00) for reel 2, 3:00:00(00) for reel 3, etc.).\n\nVertical interval time code need not be recorded. If VITC is recorded, it shall\nexactly match the longitudinal drop-frame time code. Any discrepancy between\nVITC and LTC, or any break or jump in the VITC shall be cause for rejection of\nprogram materials.\n\nPeak white shall be 100 IRE units, with excursions not to exceed 104 IRE units\nfor specular highlights. Black shall be maintained at a nominal level of 7.5\nIRE, with minimum negative excursions not to exceed -5 IRE. The minimum\nunweighted signal to noise ratio shall be 50dB.\n\nDifferential phase shall not exceed 2 degrees and differential gain shall not\nexceed 2 percent.\n\n                                      58\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6984,8749],"corporate_contracts_industries":[9468,9465],"corporate_contracts_types":[9613,9620],"class_list":["post-42696","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cablevision-systems-corp","corporate_contracts_companies-salon-media-group-inc","corporate_contracts_industries-media__other","corporate_contracts_industries-media__broadcasting","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42696","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42696"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42696"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42696"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42696"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}