{"id":42859,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/sunday-night-heat-agreement-usa-networks-and-titan-sports-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"sunday-night-heat-agreement-usa-networks-and-titan-sports-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/sunday-night-heat-agreement-usa-networks-and-titan-sports-inc.html","title":{"rendered":"Sunday Night Heat Agreement &#8211; USA Networks and Titan Sports Inc."},"content":{"rendered":"<pre>\n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n           separately with the Securities and Exchange Commission]\n\nAGREEMENT, made as of the 1st day of September 1998, between USA NETWORKS\n('USA') and TITAN SPORTS, INC. ('Contractor') with respect to the production of\nand grant of certain rights in a series of original television programs (the\n'Programs') presently entitled 'Sunday Night Heat' (the 'Series').\n\n          1.  (a)  Contractor shall produce and deliver to USA a specified\nnumber of Programs during the Term (as defined in Section 5(a) below) hereof, as\ndetermined in accordance with Section 8 below.  The Programs either shall be\nlive (i.e., as the matches occur in an arena) or taped, as determined in\n      ----                                                              \naccordance with Section 1(b) below.  Contractor shall deliver each taped Program\nto USA at its network control center in Jersey City, New Jersey (or at such\nother reasonable location as USA may designate) at least four (4) calendar days\nprior to the scheduled carriage date thereof.\n\n              (b) Each taped Program will consist of arena matches, interviews\nand other entertainment material, as Contractor shall determine (subject to the\nprovisions of Section 4(b) below), consistent with the program style and quality\ndelivered by Contractor to USA for similar programs during the second calendar\nquarter of 1998 for 'WWF Raw' and 'WWF War Zone' programs. However,\nnotwithstanding the foregoing, Contractor acknowledges that USA's program\npractices and standards for the Programs will be more restrictive than its\nprogram practices and standards for 'WWF Raw' and 'WWF War Zone' due to the\nearlier time period and the likelihood of a younger viewing audience. Each\nProgram shall have an aggregate running time of sixty minutes (60:00), including\ncrystal-black slugs for the insertion of thirteen minutes and forty seconds\n(13:40) of commercial and promotional announcements, billboards and network\nidentifications, in such format as USA shall determine. Subject to Section 8\nbelow,\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission]\n\n\nthe Programs shall be delivered to enable USA to distribute one (1) new\nProgram per week during the Term. Contractor shall deliver live Programs at a\nrate of at least twenty-six (26) per each twelve-month period during the Term\n(September 20 - September 25\/September 26-30). USA and Contractor, in good\nfaith, mutually shall determine the schedule by which live Programs will be\ndelivered.\n\n              (c) The time in each Program not reserved for commercial and\npromotional announcements, network identifications and billboards shall be\ndevoted entirely to program content and shall not include any promotional\nconsideration units.\n\n          2.  During the Term, USA shall have the exclusive right to distribute\nthe Programs within the United States, its territories and possessions\n(including Puerto Rico) and all U.S. Armed Forces Bases everywhere throughout\nthe world (the 'Territory'), the right to distribute the Programs over the USA\nNetwork program service, in both the English and Spanish languages (Spanish\nlanguage as part of a SAP simultaneous feed), to each of its respective\naffiliates for transmission by such affiliates.  USA's affiliates may include\nCATV, MDS, SMATV, MATV, DBS, TVRO dishes or similar services.  USA may record\nany Program and may use such recordings, or any portion(s) thereof, for the\nfollowing purposes: (a) during the Term, for file, reference, audition and\nsales purposes and, in connection with USA's carriage of the Programs only, for\npublicity purposes, (b) during the Term, to broadcast or cablecast and authorize\nothers to broadcast or cablecast excerpts (of up to 2 minutes duration) of such\nrecordings at such times and at such places and in such manner as USA may elect,\n(c) during the Term, in connection with the advertising and publicizing of any\nProgram on, and as part of, USA's programming, and (d) during the Term, in\nconnection with the carriages authorized in this Agreement.\n\n                                      -2-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission]\n\n          3.  During the Term, Contractor shall not carry or authorize the\ncarriage of any Program in any language by any other means whatsoever\n(including, without limitation, via personal computers, video-on-demand, pay-\nper-view, pay or basic cable, 'superstations,' conventional over-the-air\ntelevision or locally-originated cable channels) in the Territory, without the\nprior written consent of USA.  In addition, Contractor represents and warrants\nthat no matches included in the taped Programs shall have appeared earlier in\nany other program intended for reception by home television sets or personal\ncomputers in the Territory (other than in pay-per-view events and in programs on\nABC, CBS, NBC or Fox).  Any matches premiering in any Program which later appear\non other programs intended for reception by home television sets or personal\ncomputers in the Territory shall be accompanied by a courtesy credit to both USA\nand the Program.\n\n          4.  (a)  Each Program shall conform to the reasonable program\npractices and standards of the USA Network program service from time to time\nestablished, including, without limitation, its standards against offensive\nlanguage, nudity, suggestive sex, and excessive violence, particularly taking\ninto account the early evening time period.  USA shall have the right, in its\nsole discretion, to edit, 'lexicon' and\/or delete any Program, or any portions\nthereof, (i) to ensure that such Program meets such reasonable program practices\nand standards, (ii) to ensure that such Program meets USA Network's commercial\nformat and\/or (iii) to enable USA to insert the commercial, public service and\npromotional announcements as provided for herein.  Contractor shall reimburse\nUSA for the cost of any editing required pursuant to (i) above.  In no event,\nhowever, shall any credits in the Programs be deleted or changed (provided they\nare of customary length), including, without limitation, any credits of\nContractor or copyright notices\n\n                                      -3-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission]\n\n(but USA may reduce the end credits and\/or copyright notices so that they can be\ndisplayed on a split screen, provided they are legible). USA also shall have the\nright to superimpose a transparent logo of the USA Network program service\nthroughout each such carriage. In addition, if Contractor does not do so, USA\nmay close caption the Programs, at its cost.\n\n          (b) Notwithstanding anything to the contrary contained herein, USA\nshall be afforded the opportunity to review each Program delivered hereunder.\nIn the event that USA, in the exercise of its complete and reasonable\ndiscretion, determines that any Program (or element(s) thereof is unacceptable\nfor carriage over the USA Network program service, for any reasonable reason\nwhatsoever, including, but not limited to, the failure of such Program (or\nelement(s) thereof) to meet USA Network's reasonable program practices and\nstandards, then, as soon as practicable following receipt of such Program, USA\nmay reject either such element(s) or the Program, in its entirety.  If USA so\nrejects a Program (or element(s) thereof), Contractor shall provide a suitable\nProgram (or substitute element(s) thereof) acceptable to USA within two (2)\nbusiness days following such rejection.  In its notice of rejection, USA may\nrequest that the originally delivered Program be provided, deleting those\nportions of the Program which USA determined were unacceptable.  Without\nreducing Contractor's obligations hereunder, USA also shall have the right to\nedit any Program as provided in Section 4(a) above.\n\n          (c) In connection with each live Program, Contractor shall be\nresponsible for the complete production of both the live event included within\nthe Program (the 'Event') and the Program, including all costs related to the\nstaging and production of the Event and the Program.  Such production shall be\nof a quality at least equal to the 'WWF Raw' and 'WWF War Zone' programs carried\nby USA during the second calendar quarter of 1998.  In addition, Contractor\n\n                                      -4-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission]\n\nshall engage a producer, director, all the announcers and color commentators and\nall other appropriate production, technical and on-air personnel for the Event\nand the Program.  The selection of each such announcer and color commentator\nshall be subject to the approval of USA, which approval shall not be\nunreasonably withheld.  USA, at its sole expense, may provide a coordinating\nproducer at the Event, in the exercise of its discretion.  Contractor shall\nsupply, at no cost to USA, a business telephone in its production truck at the\nEvent staffed by an individual immediately prior to and during any live feed who\nwill coordinate the feed of such Event and Program with USA.  Contractor shall\nconsult with USA at regular intervals concerning the production of the Event and\nthe Program, and USA shall have the right of prior approval with respect to the\nmaterial elements, format and content of the Event and the Program; provided,\n                                                                    -------- \nhowever, that USA agrees that it shall not unreasonably withhold its approval of\n-------                                                                         \nany of the foregoing.  Contractor represents and warrants that USA shall incur\nno costs associated with the production of the Event, including, without\nlimitation, any of the foregoing, except with respect to the coordinating\nproducer, if any, provided by USA.  Contractor shall be responsible for, and\nshall pay all costs associated with, the delivery of a live, quality audiovisual\nsignal of the Event by satellite to USA's network control center.  In the event\nthat any of such costs are paid directly by USA, Contractor promptly shall\nreimburse USA therefor upon receipt of appropriate invoices.  Such signal shall\nbe delivered so as to enable USA to carry the live Program(s) at the scheduled\ntime(s).\n\n     5.  (a)  The term hereof shall commence on September 20, 1998 and\nshall end on September 30, 2000 (the 'Term').  Notwithstanding the foregoing,\neither party hereto may\n\n                                      -5-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission]\n\nterminate this Agreement as of September 25, 1999, for any reason whatsoever, by\nwritten notice to the other, delivered on or before March 1, 1999.\n\n          (b) Provided there has been no early termination as set forth in\nSection 5(a) above, USA and Contractor shall negotiate exclusively with one\nanother for a period of forty-five (45) days commencing January 15, 2000 (or\nMarch 1, 1999 if notice of termination is given pursuant to Section 5(a) above),\nwith respect to an extension of this Agreement.  In no event shall Contractor\nnegotiate with any third party with respect to the Series prior to the end of\nsuch exclusive negotiation period.  In the event that the parties are unable to\nreach a final agreement during such period, Contractor may enter into\nnegotiations with third parties with respect to the Series.  In no event,\nhowever, shall Contractor enter into any arrangement, understanding or agreement\nwith any such third party with respect to the Series without first giving to USA\na right of first refusal, exercisable within ten (10) business days following\nreceipt by USA of written notice detailing the terms of the third party\noffer(s), as to any such offer(s) which Contractor intends to accept.  If USA\ndoes not meet such offer(s), Contractor will not enter into an Agreement with\nsuch third party on terms less favorable to it than those contained in the\noffer(s) without again affording USA a first refusal as above provided.\nContractor also is subject to all restrictions set forth in Section 3(b) of the\nAgreement made as of the 2nd day of July between USA and Contractor with respect\nto three series of wrestling programs.\n\n     6.  As partial consideration for the rights contained herein, and provided\nContractor has fulfilled all of its obligations contained herein, USA shall make\npayments to Contractor in the amount of ***** for each Program carried\nhereunder. USA shall make all payments to Contractor hereunder within ten (10)\ndays following the last day of the month during which the\n\n                                      -6-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            sepeaately with the Securities and Exchange Commission]\n\nparticular Programs were carried by USA, based on the per-Program fee set forth\nabove. No payment shall be required for any Programs preempted and not\nrescheduled.\n\n     7.  (a) As further consideration for the rights contained herein,\nContractor shall have the right, subject to the conditions contained in Sections\n7(b) through 7(h) below, to sell or use ***** of commercial advertising time in\neach Program.  USA shall have the right to sell or use ***** of commercial\nadvertising time in each Program; ***** of which it may use for the sale of\ncommercial advertising time, and the remaining ***** of which it shall use only\nfor billboards, network identifications, and\/or to promote the USA Network\nprogram service, or programs on such service or other program service owned,\noperated or controlled by USA.  In addition to the commercial advertising time\nset forth above, ***** of commercial advertising time in each Program also shall\nbe set aside so that USA may make such time available to the distributees of the\nUSA Network program service on which such Programs are being carried.\n\n         (b) Contractor agrees to pay USA an amount equal to the greater of (i)\n***** of all 'net advertising revenues' received by Contractor from its sale of\ncommercial advertising time in Programs carried between, and including,\nSeptember 20, 1998 through September 25, 1999, and (ii) the amount of *****; and\nan amount equal to the greater of (iii) ***** of all 'net advertising revenues'\nreceived by Contractor from its sale of commercial advertising time in Programs\ncarried between, and including, September 26, 1999 and September 30, 2000, and\n(iv) the amount of *****.  With respect to the amounts set forth in (ii) above,\nthe parties acknowledge that due to the late completion of this Agreement,\nContractor is unlikely to be able to generate significant 'net advertising\nrevenues' in 1998.  Therefore, Contractor shall pay such amount as follows:  the\namount of ***** on or before each of January 31, and February 28, 1999\n\n                                      -7-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission]\n\n(these amounts intended as consideration for advertising revenues expected to be\ngenerated by Contractor in Programs carried by USA in 1998); the amount of *****\non or before March 31, 1999; the amount of ***** on or before each of April 30,\nMay 31, and June 30, 1999; the amount of ***** on or before each of July 31, and\nAugust 31, 1999, and the amount of ***** on or before September 25, 1999.\nContractor shall pay the amount set forth in (iv) above in equal installments of\n***** each, on or before November 15, 1999, January 15, 2000, March 15, 2000,\nMay 15, 2000, July 15, 2000, and the amount of ***** on or before September 30,\n2000. Within forty-five (45) days after the end of each such twelve-month\nperiod, Contractor shall submit to USA a detailed statement setting forth its\ncalculation of 'net advertising revenues' for such period, including, without\nlimitation, any allocations from 'joint sales' made related thereto. Such\nstatement shall be accompanied by the payment of additional amounts which may be\nowing to USA pursuant to (i) above, if any. For purposes of this Agreement, the\nterm 'net advertising revenues' shall mean all gross advertising sales in the\nSeries by Contractor, less only advertising agency commissions. To the extent\nthat Contractor sells commercial advertising in any of the Programs in\nconjunction with other programs not covered by this Agreement ('joint sales'),\nthen it shall allocate the net advertising revenues generated from such joint\nsales among the Programs hereunder and such other programs, based upon the fair\nmarket value determined on a CPM (cost per thousand) basis among all the\nPrograms and such other programs. Contractor agrees to keep true and accurate\nbooks and records of all amounts pertaining to its commercial advertising sales\nhereunder and its calculation of 'net advertising revenues.' Within sixty (60)\ndays after its receipt of any statement hereunder, USA, or its independent\npublic accountants, shall have the right, to audit and make extracts of such\nbooks and records of Contractor, at USA's expense,\n\n                                      -8-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n           separately with the Securities and Exchange Commission]\n\nwherever such books and records may be located, but only insofar as such books\nand records relate to the calculation of 'net advertising revenues' hereunder.\nAny such audit shall take place upon not less than ten (10) days advance written\nnotice, during normal business hours on normal business days. If, after such\naudit, USA disputes Contractor's calculation of 'net advertising revenues,' it\nshall promptly so notify Contractor, in writing, and the parties then shall have\nten (10) business days in which to resolve the dispute. If they are unable to do\nso, the dispute shall be submitted to binding arbitration in New York City, in\naccordance with the then existing rules of the American Arbitration Association.\nIn such event, the parties hereto mutually shall select a neutral arbitrator\nfrom the American Arbitration Association to hear such dispute. If within ten\n(10) business days the parties fail to mutually select an arbitrator, then each\nparty shall select an arbitrator from the American Arbitration Association for\nthe purpose of selecting a third arbitrator. The two arbitrators shall have ten\n(10) business days to select the third arbitrator. Judgment upon any award\nrendered by the arbitrator(s) may be may be entered by any court having\njurisdiction thereof. Each party shall bear its own costs associated with the\narbitration hearing.\n\n          (c) In the event that Contractor is unable to sell or use any or all\nof the commercial advertising time allotted to it for any Program, or fails to\nmeet the delivery schedule set forth in Section 7(g) below, then (i) USA may use\nsuch time as it determines and shall not be liable to Contractor for any\ncompensation received therefor, and (ii) Contractor may not carry forward or\naccrue such unused or unsold commercial advertising time.\n\n          (d) All sales of commercial advertising time by Contractor shall be\nsubject to the prior written approval of USA, such approval not to be\nunreasonably withheld. Contractor\n\n                                      -9-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n           separately with the Securities and Exchange Commission]\n\nshall notify and provide USA's Account Executive-Direct Response with a 3\/4'\ntape of any direct response or per-inquiry advertisements Contractor intends to\nuse at least ten (10) days prior to any intended use.\n\n          (e) USA agrees not to sell any commercial advertising time during any\nProgram for live wrestling related gate events, wrestling related pay-per-views,\nwrestling related television shows, products directly related to wrestling or\nany other wrestling items competitive with World Wrestling Federation products,\nincluding without limitation, any such items related in any manner to World\nChampionship Wrestling, New World Order, or any subsidiary or affiliate thereof\nor any other wrestling entity owned or operated by Time Warner, Inc., Turner\nBroadcasting System, Inc.  or any subsidiary or affiliate thereof.\n\n          (f) Neither party hereunder shall grant exclusivity to any purchaser\nof commercial advertising time in the Series without first receiving the other\nparty's prior written consent thereto.\n\n          (g) Contractor shall supply to USA, at its executive offices in New\nYork, New York, or at such other reasonable location as USA may designate, the\ncommercial advertising material which it intends to use pursuant to this Section\n7, at least five (5) business days prior to the date of the carriage of the\nProgram during which such commercial advertising material is to be carried.  All\ncommercial advertising material to be supplied by Contractor shall be delivered\nto USA on high-band master 1' Form C videotape.\n\n          (h) Neither Contractor nor USA shall provide any commercial or other\nannouncements which do not comply with any governmental codes, rules or\nregulations, or, without limitation, which advertise cigarettes or liquor\n(excluding beer).\n\n                                      -10-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n           separately with the Securities and Exchange Commission]\n\n     8.  (a) Subject to Sections 8(b) and 8(c) below, USA represents and\nwarrants that it shall carry one Program every week during the Term. It is the\npresent intent of USA, subject to occasional scheduling conflicts which may\narise, to schedule its carriage of the Series to commence at 7:00 PM, Eastern\nand Pacific time, on Sundays. USA, in its sole discretion, without any approval\nfrom Contractor (but subject to the notice provisions below), may reschedule its\ncarriage of these Programs, provided that the starting time is no earlier than\n7:00 PM nor later than 10:00 PM, on such night of the week as USA, in it sole\ndiscretion, determines.\n\n         (b) Contractor acknowledges that one Program each August\/September\nduring the U.S. Open tennis tournament, shall be preempted from its regularly\ninitially scheduled time period and, at USA's election, may be carried during a\ncomparable time period on another day of the week.  For these purposes, each\nrescheduled carriage may commerce at any time between 7:00 PM and 11:00 PM, on\nsuch night as USA shall select, and shall be deemed to have been carried in a\ncomparable time period and shall not constitute a preemption pursuant to\nSections 8(c) and\/or 8(e) below.  USA shall give Contractor at least thirty (30)\ndays notice of the date and time to which each such carriage has been\nrescheduled.  In addition, USA shall not change the regularly scheduled day or\ntime of its carriage of the Programs as set forth above, without giving\nContractor at least seventy-five (75) days prior notice thereof.  However, in\nthe event USA gives Contractor only sixty (60) days actual prior notice thereof,\nContractor shall use reasonable efforts to accommodate such change, subject to\nits own arena scheduling conflicts.\n\n         (c) The parties hereto acknowledge that from time to time, USA may\npreempt its scheduled carriage of any Program.  USA agrees, however, that, in\naddition to the preemption\n\n                                      -11-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n           separately with the Securities and Exchange Commission]\n\nset forth in Section 8(b) above, it twill not preempt its scheduled carriage of\nthe Series more than two (2) times during any calendar quarter during the Term.\nIf USA desires to reschedule its carriage of any preempted Program during the\ncalendar week of such preemption, Contractor shall deliver a Program pursuant to\nthe terms and conditions of this Agreement. USA will provide Contractor with at\nleast thirty (30) days prior notice of its desire to receive a Program for any\nsuch preemption and the exact date and time it will carry the rescheduled\nProgram.\n\n          (d) Contractor shall deliver an original Program, in accordance with\nthe terms of this Agreement, so as to enable USA to carry one (1) original\nProgram in each scheduled time period.  Each original Program shall be\naccompanied by a Spanish language version.  The Spanish language versions shall\nbe provided by Contractor at no additional charge to USA.\n\n          (e) In the event that USA preempts and fails to reschedule any Program\npursuant to Section 8(b) above, the payment to be made by Contractor pursuant to\nSection 7(b) above for the applicable twelve-month period (September 20, 1998-\nSeptember 25, 1999, or September 26, 1998-September 30, 2000) shall be reduced\nby the amount of ***** respectively.  However, with respect to preemptions which\noccur pursuant to Section 8(b) above which are not rescheduled, the reductions\nshall be ***** and *****, respectively.  All payment reductions hereunder shall\nbe made from the installment payment immediately following the affected Program.\n\n          (f) Contractor acknowledges that USA provides its USA Network program\nservice via separate transponders designed to serve separate time zones in the\nTerritory and that affiliates of such program service outside the continental\nUnited States may further delay their transmissions of such service.  It is\nagreed that all corresponding transmissions of each Program\n\n                                      -12-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n           separately with the Securities and Exchange Commission]\n\nvia such separate transponders or other delivery means shall together constitute\none transmission thereof. In addition, in the future, USA may provide its USA\nNetwork program service in the Territory in different channel positions, but\nwith similar programming at different times ('multiplex services'). As a result,\nall corresponding transmissions of each Program via multiple transmissions or on\nmultiplex services together shall constitute one transmission of such Program.\n\n     9.  (a) Delivery of each taped Program hereunder shall consist of\neither (i) one high-band master 1' Form C, or D-3 digital, color-balanced\ncomposite videotape, fully-edited with audio in perfect synchronization with the\nphotographic action, close-captioned, with Spanish language commentary on a\nseparate audio track for each Program, meeting USA Network's technical\nstandards, complete and suitable in all respects for cablecasting and\nbroadcasting, fully-titled with integrated commercial billboards and conformed\nto the commercial format as approved by USA, or (ii) an electronic feed\n(satellite or fiber) meeting comparable specifications, as USA may reasonably\ndetermine to be acceptable.\n\n         (b) Contractor shall use reasonable efforts to assist USA in\npromoting, advertising and marketing the Programs and the Series.\n\n     10. Contractor shall be fully responsible for, and pay all costs incurred\nin connection with, the complete production and delivery of each Program\nincluding, without limitation, any and all payments to persons performing\nservices in connection with the Programs, the wrestlers, managers, ring\nofficials, announcers and the production, direction, recording and editing of\nthe Programs. Contractor shall obtain rights sufficient to allow it to fully\nperform its obligations hereunder.\n\n                                      -13-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n                      separately and Exchange Commission]\n\n     11.  Contractor warrants and represents that:\n\n          (a) It owns or controls the entire and exclusive distribution and\nexhibition rights in and to the Programs throughout the Territory; it has the\nfully legal right, power and authority to enter into and perform this Agreement\nand to grant the rights to USA contained herein, including, without limitation,\nthe right to broadcast and cablecast the Programs and each of the Series as\nherein provided; to the best of Contractor's knowledge, there is no outstanding\ncontract, commitment, arrangement or legal impediment of any kind which is in\nconflict with this Agreement or which might in any way limit, restrict or impair\nthe rights granted to USA hereunder; and it will not, so long as this Agreement\nremains in effect, grant, or purport to grant, to any person, rights of any kind\nin the Programs, the exercise of which will derogate from, or be inconsistent\nwith, the rights granted to USA hereunder;\n\n          (b) The Programs licensed herein do not, and the exercise by USA or by\nany party claiming under or through USA of the rights herein granted will not,\ninfringe upon the common law rights, or the copyright, or the literary,\ndramatic, music, motion picture, or patent rights, or the trademark or trade\nname of any person, and do not and will not violate the private, civil or\nproperty rights, or the right of privacy, of any person;\n\n          (c) In connection with each Program produced hereunder, USA, any\naffiliate to which the Program is distributed by USA, each sponsor and such\nsponsor's advertising agency and each USA licensee, shall have the right and may\ngrant to others the right to reproduce, print, publish or disseminate in any\nmedium, the portrait, picture, name and likeness, and voice of, and biographical\nmaterial concerning, each person appearing in such Program and all other persons\nconnected with the production of the Programs, the title of the Programs, any\nmusic or excerpts\n\n                                      -14-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n                      separately and Exchange Commission]\n                      \n\nthereof (whether original or recomposed) in each Program, Contractor's name and\noral and\/or visual portions of each Program, and any artwork or design created\nby or for Contractor in connection with the production of each Program, solely\nas news or information, for the purposes of trade or for advertising purposes;\nprovided, however, no direct endorsement by any such person of any product or\n--------  -------\nservice shall be used without such person's consent;\n\n          (d) The music contained in each Program shall be (i) in the public\ndomain or (ii) if not in the public domain, Contractor shall have obtained, at\nno additional cost to USA, both music synchronization and music performance\nrights sufficient for USA's broadcasts and cablecasts authorized hereunder.\nContractor shall provide the appropriate music rights societies with appropriate\ncue sheets as to all music included in the Programs;\n\n          (e) In the production and making of the Programs, all applicable\ncollective bargaining agreements and all applicable rules and regulations of any\nunions having jurisdiction in the premises were complied with; all persons who\nperformed services in or in connection with the Programs received full payment\nwith respect thereto and with respect to the carriage of the Programs provided\nin this Agreement; and no fee, compensation or any other payment whatsoever will\never be required to be made by USA to any producer, director, actor, writer or\nany other person who performed services in or in connection with the Programs by\nreason of the use thereof as provided in this Agreement; and\n\n          (f) It will obtain, and maintain in effect throughout the Term, at no\ncost to USA, a policy of television producer's liability insurance applicable to\nall broadcasts or cablecasts hereunder having limits of *****; such insurance\nhas standard coverage, including, but not limited to, coverage with respect to\ndefamation, infringement of common law or statutory\n\n                                      -15-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n                      separately and Exchange Commission]\n\ncopyright, infringement of rights in material to be broadcast or cablecast or in\nthe manner of presentation thereof, infringement of privacy rights and\nunauthorized use of material in Programs hereunder; such policy includes a\nprovision requiring the insurance company to give USA prompt notice of any\nrevision, modification or cancellation thereof; USA is an additional insured in\nsuch policy; and such policy contains an endorsement deleting the condition\nthereof entitled 'Other Insurance' as to any insurance in force for or in the\nname of USA.\n\n          The breach by Contractor of any of the foregoing warranties and\nrepresentations shall constitute a material breach for purposes of this\nAgreement.\n\n          12.  USA warrants and represents that:\n\n               (a) Subject to the provisions hereof, it shall broadcast or\ncablecast all Programs as delivered; and\n\n               (b) It is free to enter into and fully perform the terms and\nconditions of this Agreement.\n\n          13.  (a) At all times, Contractor shall indemnify and hold harmless\nUSA, the sponsors of each Program or the Series, their advertising agencies, any\naffiliates over the facilities of which the Programs are broadcast or cablecast,\nany licensee of USA and any person, firm or corporation making use thereof, from\nand against any and all claims, damages, liabilities, costs and expenses,\nincluding reasonable counsel fees, arising out of or based upon:\n\n                     (i)   the broadcast or cablecast of any Program or the\nSeries;\n\n                     (ii)  the use of any materials furnished by Contractor\nhereunder, including commercial announcements;\n\n                                      -16-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n                      separately and Exchange Commission]\n\n               (iii)  any acts done or words spoken by Contractor and\/or any\nperson whose services are furnished by Contractor hereunder in connection with\nthe production, rehearsal, broadcast or cablecast of any of the Programs; or\n\n               (iv)   any breach by Contractor of any warranty, representation,\nor agreement made by Contractor herein.\n\n          (b)  At all times, USA shall indemnify and hold harmless Contractor,\nits parent and affiliated companies and its, and their, respective, agents,\nemployees, licensees, contractors, sponsors, and agencies of the Programs, from\nand against any and all claims, damages, liabilities, costs and expenses,\nincluding reasonable counsel fees, arising out of or based upon:\n\n               (i)    any breach by USA of any warranty, representation or\nagreement made by USA herein; or\n\n               (ii)   the use of any materials inserted by USA in any of the\nPrograms, including commercial announcements sold by USA.\n\n          (c)  The indemnifications provided in Section 13(a) and Section 13(b)\nabove shall be subject to the condition that the party seeking indemnification\nshall notify the indemnifying party promptly of any claim or litigation for\nwhich indemnification is sought.  The indemnifying party, at its option, may\nassume the defense of any such claim or litigation.  If the indemnifying party\nassumes the defense of any such claim or litigation, its obligation with respect\nthereto shall be limited to holding the indemnified party harmless from and\nagainst any loss, damage or cost caused by or arising out of any judgment or\nsettlement approved by the indemnifying party in connection therewith.\n\n                                      -17-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n                      separately and Exchange Commission]\n\n          (d) The party seeking indemnification shall cooperate fully with the\nreasonable requests of the indemnifying party in its participation in, and\ncontrol of, any compromise, settlement, litigation or other resolution or\ndisposition of any such claim or litigation.\n\n     14.  If, by reason of fire, flood, epidemic, earthquake, explosion,\naccident, labor dispute or strike, act of God or public enemy, riot or civil\ndisturbance, war (declared or undeclared) or armed conflict, inability to obtain\npersonnel or materials or facilities, delays of common carriers, the failure of\nsatellite, transponder or technical facilities, any municipal ordinance, any\nstate or federal law, governmental order or regulation, or any thing or\noccurrence not within the parties' control (all such events shall hereinafter be\ncollectively called 'Force Majeure Events'), the commencement, delivery,\nbroadcast or cablecast of any Program or the Series is materially delayed,\nhampered, interrupted or interfered with, neither USA nor Contractor shall have\nany liability or obligation to the other party hereunder with respect to the\nProgram so affected, and the inability of USA to carry the affected Program\nshall not constitute a preemption pursuant to Section 8(b) above.  If more than\nthree (3) consecutive Programs are canceled or unable to be carried, at any time\nthereafter until carriage of the Series has resumed, USA may terminate this\nAgreement upon written notice to Contractor (at USA's option) and neither party\nshall have any further obligations to the other party hereunder with respect to\nsuch Series, except with respect to the Programs of such Series theretofore\ndelivered.\n\n     15.  (a)  Without prejudice to whatever other rights USA may have, at\nUSA's option, this Agreement may be terminated upon ten (10) days' written\nnotice to Contractor, at any time after any of the following occurrences:\n\n                                      -18-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n                      separately and Exchange Commission]\n\n               (i)    The insolvency, voluntary or involuntary bankruptcy,\njudicial liquidation or reorganization petition, appointment of a receiver or\ncorporate dissolution by, for or on behalf of Contractor; or\n\n               (ii)   Any material breach of any one or more of the\nrepresentations or warranties or material conditions of the Agreement, which\nbreach is not cured within ten (10) days after receipt by Contractor of written\nnotice from USA; provided, however, that if Contractor is unable to cure, due to\n                 --------  -------\nthe nature of the failure, USA may not terminate if, within such ten (10) day\nperiod, Contractor has paid or indemnified USA for any loss resulting from such\nfailure and has taken reasonable steps to prevent a recurrence of such failure;\nor\n\n               (iii)  Actions by Contractor during the term of this Agreement\nwhich, in USA's reasonable judgment, would subject USA to liability or continued\nadverse publicity if the Agreement were to continue in effect; provided,\nhowever, that USA shall provide Contractor with specific written notice of the\nactions of Contractor giving rise to consideration of termination of this\nAgreement and shall discuss such matter in good faith with Contractor.\n\n          (b)  Without prejudice to whatever other rights Contractor may have,\nat Contractor's option, this Agreement may be terminated upon ten (10) days'\nwritten notice to USA, at any time after any of the following occurrences:\n\n               (i)    The insolvency, voluntary or involuntary bankruptcy,\njudicial liquidation or reorganization petition, appointment of a receiver or\ncorporate dissolution by, for or on behalf of USA; or\n\n               (ii)   Any material breach of any one or more of the\nrepresentations or warranties or material terms and conditions of this\nAgreement, which breach is not cured within\n\n                                      -19-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n                      separately and Exchange Commission]\n\n\nten (10) days after receipt by USA of written notice from Contractor; provided,\n                                                                      -------- \nhowever, that if USA is unable to cure, due to the nature of the failure,\n-------\nContractor may not terminate if, within such ten (10) day period, USA has paid\nor indemnified Contractor for any loss resulting from such failure and has taken\nreasonable steps to prevent a recurrence of such failure.\n\n     16.  The parties hereto expressly agree that the relationship between them\nhereunder is that of two principals dealing with each other as independent\ncontractors, subject to the terms and conditions of this Agreement. At no time,\npast, present or future, shall the relationship of the parties herein be deemed\nor intended to constitute an agency, partnership, joint venture, or a\ncollaboration for the purposes of sharing any profits or ownership in common.\nNeither party shall have the right, power or authority at any time to act on\nbehalf of, or represent, the other party, but each party hereto shall be\nseparately and entirely liable for its own respective debts in all respects.\n\n     17.  Contractor shall not assign its rights or obligations under this\nAgreement without the written consent of USA; provided, however, that Contractor\n                                              --------  -------\nmay assign such rights and obligations to a wholly-owned subsidiary of\nContractor without obtaining USA's prior written consent.\n\n     18.  Any and all notices, communications and demands required or desired to\nbe given hereunder by either party hereto shall be in writing and shall be\nvalidly given or made if served either personally or if deposited in the United\nStates mail, certified or registered, postage prepaid, return receipt requested.\nIf such notice or demand is served by registered or certified mail in the manner\nherein provided, service shall be conclusively deemed made forty-eight (48)\nhours after\n\n                                      -20-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n                      separately and Exchange Commission]\n\n\nthe deposit thereof in the United States mail addressed to the party to whom\nsuch notice or demand is to be given as hereinafter set forth.\n\n          USA:         USA NETWORKS\n                       2049 Century Park East\n                       Suite 2550\n                       Los Angeles, CA 90067\n                       Attn:  President, Programming and Marketing\n \n          Copy to:     USA NETWORKS\n                       1230 Avenue of the Americas\n                       New York, New York 10020\n                       Attn: Vice President, Original Productions\n                             and Current Programming\n \n          Copy to:     USA NETWORKS\n                       1230 Avenue of the Americas\n                       New York, New York 10020\n                       Attn: Senior Vice President, Business Affairs\n                             and General Counsel\n \n          Contractor:  TITAN SPORTS, INC.\n                       1241 East Main Street\n                       Stamford, Connecticut 06902\n                       Attn: President and Chief Executive Officer\n \n          Copy to:     TITAN SPORTS, INC.\n                       1241 East Main Street\n                       Stamford, Connecticut 06902\n                       Attn: Senior Vice President, and General Counsel\n \nCopy to:               THE WILLIAM MORRIS AGENCY, INC.\n                       151 El Camino Drive\n                       Beverly Hills, CA 90210\n                       Attn: Mr. Mark Itkin\n\nEither party may change its address for the purpose of receiving notices or\ndemands by providing written notice given in such manner to the other party\nhereto, which notice of change of address shall not become effective, however,\nuntil the actual receipt thereof by the other party.\n\n                                      -21-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n                      separately and Exchange Commission]\n\n     19.  This Agreement shall be construed, interpreted and enforced in\naccordance with and shall be governed by the laws of the State of New York\napplicable to agreements entered into and wholly to be performed in New York.\nContractor hereby submits to the nonexclusive jurisdiction of the United States\nDistrict Court for the Southern District of New York and of any New York State\ncourt sitting in New York City for purposes of any legal proceedings arising out\nof or relating in any way to this Agreement or the transactions contemplated\nhereby.  Contractor also irrevocably waives, to the fullest extent permitted by\nlaw, any objection which it may have, now or hereafter, to the laying of venue\nin any such court and any claim that any proceeding brought in any such court\nhas been brought in an inconvenient forum.\n\n     20.  This Agreement sets forth the entire agreement and understanding\nrelating to the subject matter hereof, and supersedes all prior agreements,\narrangements and understandings relating to the subject matter hereof.\n\n     21.  Any provision herein found by a court of law to be void or\nunenforceable shall not affect the validity or enforceability of any other\nprovisions of this Agreement.\n\n     22.  This Agreement shall not be altered, amended or modified other than by\na written instrument executed by both parties hereto.  Each party hereto shall\nexecute any and all further documents or amendments which either party hereto\nmay deem necessary and proper to carry out the purposes of this Agreement.\n\n     23.  USA and Contractor each represents and warrants that it shall not\ndisclose to any third party (other than its employees, in their capacity as\nsuch) any information with respect to the financial terms and provisions of this\nAgreement except (a) to the extent necessary to comply with law or the valid\norder of a court of competent jurisdiction, in which event the party so\n\n                                      -22-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n                      separately and Exchange Commission]\n\ncomplying shall so notify the other party as promptly as practicable (and, if\npossible, prior to making any disclosure) and shall seek confidential treatment\nof such information, (b) as part of its normal reporting or review procedure to\nits parent company, its auditors or its attorneys and such parent company,\nauditors or attorneys, as the case may be, agree to be bound by the provisions\nof this Section 23 or (c) in order to enforce its rights pursuant to this\nAgreement.\n\n     24.  USA shall use all reasonable efforts to provide Contractor with\nratings and demographic information regarding the Programs provided by\nContractor to USA.\n\n                                      -23-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n                      separately and Exchange Commission]\n\n     IN WITNESS WHEREOF, the parties have executed this Agreement as of the\nfirst date written above.\n\n                                    USA NETWORKS\n\n\n                                    By ________________________________\n\n\n\n                                    TITAN SPORTS, INC.\n\n\n                                    ___________________________________\n\n                                      -24-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9198,9360],"corporate_contracts_industries":[9532,9465],"corporate_contracts_types":[9613,9620],"class_list":["post-42859","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-usa-networks-inc","corporate_contracts_companies-world-wrestling-federation-entertainment-inc","corporate_contracts_industries-travel__services","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\/42859","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=42859"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42859"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42859"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42859"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}