{"id":42910,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/television-rights-license-agreement-world-wrestling-federation.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"television-rights-license-agreement-world-wrestling-federation","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/television-rights-license-agreement-world-wrestling-federation.html","title":{"rendered":"Television Rights License Agreement &#8211; World Wrestling Federation Entertainment Inc. and United Paramount Network"},"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\n                           WORLD WRESTLING FEDERATION\n                           --------------------------\n                       TELEVISION RIGHTS LICENSE AGREEMENT\n                       -----------------------------------\n\n         THIS WORLD WRESTLING FEDERATION TELEVISION RIGHTS LICENSE AGREEMENT\n('Agreement'), dated as of August 25, 1999, effective as of August 26, 1999 is\nmade and entered into by and between WORLD WRESTLING FEDERATION ENTERTAINMENT,\nINC., a Delaware corporation with its principal office at 1241 East Main Street,\nStamford, Connecticut 06902, U.S.A. ('WWFE'), and The United Paramount Network\nwith its principal office at 11800 Wilshire Boulevard, Los Angeles, CA 90025\n('UPN').\n\n         In consideration of the mutual promises and covenants set forth herein,\nand for other good and valuable consideration, the receipt and sufficiency of\nwhich are hereby acknowledged, the parties hereby agree as follows:\n\n          1.  For purposes of this Agreement, the following definitions shall\napply:\n\n          a)  The term 'Advertising Materials' shall mean all advertising and\n                        ---------------------  \npromotional materials for the Programs which make use of the Intellectual\nProperty.\n\n          b)  The term 'Copyrights' shall mean all copyrights now or hereafter\n                        ----------\nowned by WWFE relating to the Programs.\n\n          c)  The term 'Events' shall mean the professional wrestling events\n                        ------\nproduced, promoted and performed by WWFE, whether live, via television, or via\nany other method of dissemination, provided, however, the term Events shall not\ninclude any comic, cartoon, or animated events, characters, characterizations,\ndesigns or visual representations, including without limitation comic books,\nmagazines or portions of magazines, animated television programs or portions of\nprograms, and comic, cartoon or animated internet events, even if such comic,\ncartoon or animated events, characters, characterizations, designs or visual\nrepresentations are subsequently produced, promoted or performed by WWFE or\notherwise (hereinafter referred to as the 'Excluded Items').\n\n          d)  The term 'Intellectual Property' shall mean the Rights of\n                        ---------------------\nPublicity, the Trademarks, the Copyrights and all other proprietary rights\nrelating to the Events.\n\n          e)  The term 'Rights of Publicity' shall mean the likenesses, physical\n                        -------------------\ncharacteristics, personalities, characters and personas of the Talent.\n\n          f)  The term 'Programs' shall mean the following television programs\n                        --------\nderived from the Events: Fifty-six (56) episodes of 'WWF Smackdown!' of two (2)\nhours duration each, one (1) episode of ninety (90) minutes duration plus two\n(2) one (1) hour specials from August 26, 1999 through September 25, 2000 and if\nUPN exercises its option set forth in Paragraph 3 below, an additional fifty-two\n(52) episodes of 'WWF Smackdown!' of two (2) hours duration each from September\n26, 2000 through September 20, 2001.\n\n          g)  The term 'Talent' shall mean all individuals who perform in the\n                        ------\nEvents, including, but not limited to, the professional wrestlers who perform in\nthe Events.\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          h)  The term 'Territory' shall mean the geographical areas within the\n                        --------- \nUnited States, its territories and possessions but excluding Spanish-speaking\nPuerto Rico and Bermuda. During the Term (as defined below), WWFE shall not\nlicense the Programs to be exhibited over any television station having a\ntransmitter or main studio located in Tijuana, Mexico. Additionally, UPN shall\nbe entitled to blackout protection with regard to any area of the United States,\nfor example San Diego, receiving a signal from Tijuana, which receives signals\nfrom outside the exhibition area by over-the-air transmission or cable\nretransmission. WWFE further agrees not to permit the pre-release of the\nPrograms for exhibition in Canada (or Puerto Rico) earlier than four (4) days\nprior to its scheduled UPN exhibition. Notwithstanding the foregoing, WWFE is\nfree to license the Programs for exhibition via any means of television\ndistribution, including without limitation, terrestrial, cable, pay TV, anywhere\nelse in the world other than as specified in the first sentence of this\nparagraph.\n\n          i)  The term 'Trademarks' shall mean all symbols, designs, styles,\n                        ----------\nemblems, logos, and marks owned and\/or controlled by WWFE and used in connection\nwith the Events, including, but not limited to, the name WORLD WRESTLING\nFEDERATION, the WWF logo or logos, the mark WORLD WRESTLING FEDERATION\nSUPERSTARS, and the names of the Talent.\n\n     2.  Grant of License. WWFE hereby agrees to license to UPN the Programs in\n         ----------------  \naccordance with the terms hereof, provided that UPN airs one episode of the\n                                  --------\nProgram each week during the Term as contemplated by Paragraph 5 hereof, subject\nto the Force Majeure provision set forth in Section I of the Standard Terms and\nConditions attached hereto and hereby incorporated by reference herein. WWFE\nagrees that it shall not license the Programs for exhibition in the Territory on\nterrestrial or basic cable television to anyone other than UPN during the Term\nof this Agreement. Notwithstanding anything contained herein to the contrary,\nUPN acknowledges that the individual Talent appearing in the Programs shall not\nbe exclusive to UPN and that WWFE may cross-promote the Programs, if any, on the\nUSA Network, and WWFE agrees to do so by referring to the Programs as 'Smackdown\non UPN' in conjunction with the UPN logo and bug, subject to limitations imposed\nby USA Network, if any. UPN also agrees that WWFE may include in the Programs\nexcerpts of WWFE's programming that airs on USA Network, subject to UPN's right\nof reasonable consultation, and provided such excerpts are within reason (e.g.\nto clarify a storyline), WWFE agrees that such excerpts shall not be used to\ncompile a clip show (i.e. in fulfillment of its Program obligations hereunder).\nUPN also agrees that WWFE has the right to promote the Programs on its website,\nprovided that there is no down streaming of the episodes (other than 90 second\nclips used for promotional purposes) during the Term of the Agreement. Any\nmatches premiering in any Program which later appear in other programs intended\nfor reception on any television set or on any personal computer in the Territory\nshall be accompanied by a credit to both UPN and the Program (i.e. such credit\nalso to read as 'Smackdown on UPN' in conjunction with the UPN logo and bug).\nUPN further agrees that WWFE may promote the Programs on other cable and\nterrestrial television as well as on radio, in print advertisements and the\nlike. Subject to limitations imposed by USA Network, if any, WWFE agrees that\nany promotion it does for the Programs shall refer to the Programs as 'Smackdown\non UPN' in conjunction with the UPN logo and bug. Notwithstanding the foregoing,\nWWFE is free during the Term of the Agreement to sell on its own website any\nmerchandise, home videos (subject to the limitations outlined herein below),\nmusic or any other product related in any manner to the Programs. In addition,\nUPN agrees WWFE may distribute the Programs on pay-per-view cable during the\nTerm hereof and exploit or distribute them in any other manner other than as\nprecluded by this paragraph, including without limitation, via\n\n2\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\nlicensing, merchandising, music, publishing and home video, provided that with\nrespect to pay-per-view broadcasts, WWFE agrees that all such broadcasts will be\navailable only in areas where viewers cannot pick up the UPN signal, and that\nall such pay-per-view broadcasts will occur at the same time (i.e. the exact\nsame time period on the exact same day) as the UPN broadcast takes place. In\naddition, with respect to home videos of the Programs, WWFE agrees that it will\nnot make such videos available for sale (or advertise such sales) or otherwise\ndistribute any videos of the Programs, or authorize anyone else to do so, until\nsix (6) months after UPN's broadcast of the applicable Program.\n\n     3. Term. Unless terminated earlier as set forth below, the term of this\n        ----\nAgreement shall be from August 26, 1999 through September 25, 2000 ('Initial\nTerm'). Thereafter, if the UPN wishes to renew this Agreement for one (1)\nadditional year (September 26, 2000 through September 20, 2001), it may do so by\nproviding written notice of such intent to WWFE on or before May 1, 2000\n('Renewal Term'). (The Initial Term and Renewal Term are hereinafter\ncollectively referred to as the 'Term').\n\n     4.  Consideration.\n         -------------\n\n     a)  Pre-Season Episode Consideration. During the Initial Term only,\n         --------------------------------\nWWFE shall produce five (5) 'pre-season' episodes of the Program ('Pre-Season\nEpisodes') to air on August 26, September 2, 9, 16 and 23, 1999. UPN shall pay\nto WWFE a license fee of ***** per Pre-Season Episode within ten (10) business\ndays after the airing of each such Episode and following UPN's receipt of WWFE's\ninvoice for same. The Commercial Time during each such Pre-Season Episode *****\nand shall be distributed among the five (5) Pre-Season Episodes *****.\n\n(b) Regular Episode Consideration. For the episode of the Program scheduled to\n    -----------------------------\nbe aired on September 30, 1999, ***** national commercial advertising spots\nduring the one and one-half hour Program. For the episode of the Program\nscheduled to be aired on October 7, 1999 and for each episode thereafter during\nthe Initial Term and the Renewal Term, if any ('Regular Episodes'), *****\nnational commercial advertising spots ('Commercial Time') per Regular Episode\n***** which UPN acknowledges and agrees *****. In exchange for the right to sell\nCommercial Time as set forth herein, WWFE shall pay to UPN the greater of: (i)\n***** of the 'net advertising revenues' (as more fully defined below 'Net\nRevenues') derived and collected from WWFE's sale of Commercial Time during a\nRegular Episode; or (ii) ***** per Regular Episode. 'Net Revenues' shall mean\nall gross revenues derived from the sale of Commercial Time less commissions and\ndirect out of pocket fees charged by third party agencies, provided they are\nnegotiated at arms length with no commission, royalty or other payment\nwhatsoever to WWFE, for the sale or placement of any such Commercial Time and\nWWFE's production fee in the amount of ***** per Regular Episode during the\nfirst year (September 30, 1999 through September 25, 2000) of this Agreement and\n***** per Regular Episode during the Renewal Term (September 26, 2000 through\nSeptember 20, 2001) of this Agreement. WWFE shall account to and pay UPN the\namount owed within thirty (30) days after the close of each calendar quarter,\nbeginning on or before January 31, 2000. Each payment shall be accompanied by\ndetailed accounting statements. For the avoidance of doubt, payments will be\nmade based on the following examples:\n\n         Example 1 (First Year of Agreement September 30, 1999 through September\n         25, 2000):\n\n3\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              *****\n\n              *****\n              *****\n\n              *****\n              *****\n\n              *****, whichever is greater.\n\n              Accordingly, *****.\n\n     (Second Year of Agreement September 26, 2000 through September 20, 2001):\n\n              *****\n\n              ***** \n              *****\n\n              *****\n              *****  \n\n              *****, whichever is greater.\n\n              Accordingly, *****.\n\n         Example 2 (First Year of Agreement September 30, 1999 through September\n         25, 2000):\n\n              *****\n\n              *****\n              *****\n\n              *****\n              *****\n\n              *****\n\n         (Second Year of Agreement September 26, 2000 through September 20,\n         2001):\n\n              *****\n\n              *****\n              *****\n\n4\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              *****\n              *****\n\n              *****\n\n\n5. Preemptions: UPN represents and warrants that there shall be no national\n   -----------\npreemption of the Programs except in the event of an incident of national or\nlocal importance, or for pre-existing contractual obligations (e.g., sports\nplay-off events). UPN represents and warrants that all of its primary affiliates\nshall be obligated to carry all episodes of the Programs from 8-10 PM on\nThursdays (7-9 PM in Mountain and Central time zones) during the Term, except in\nthe event of a preexisting commitment of such affiliate (e.g. to broadcast a\nlocal sporting event), or due to an event of national or local importance. In\nthe event a local affiliate in any of the top fifteen (15) markets or any\ncombination of local affiliates representing five percent (5%) or more of the\nUPN network's reach preempt or fail to carry any episode of the Programs,\nwithout a make good airing during the Make Good Hours (as defined below), UPN\nshall reduce the guarantee owed to it by WWFE commensurate with the percentage\nof affiliate preemption or failure to carry. For example, if an affiliate\nrepresenting ***** of UPN's network reach preempts or fails to carry an episode\nof the Programs, without a make good airing during the Make Good Hours, the\nguarantee for that episode will be reduced by ***** or *****. In order to\nmaintain the integrity of the Programs and the continuity of the story-lines,\n'Make Good Hours' for primary affiliates shall mean between the hours of 6PM and\n12AM (midnight) on the Friday, Saturday, Tuesday or Wednesday immediately\nfollowing the Thursday on which the preempted episode was originally scheduled.\nWith respect to secondary affiliates, any Program may be broadcast during the\nfollowing hours: Friday, Saturday, Tuesday and Wednesday immediately following\nthe Thursday on which the preempted episode was originally scheduled between the\nhours of 6PM and 2AM. Notwithstanding the foregoing, provided the affiliates\nhave used best efforts to reschedule the preempted Programs as set forth above,\nas a last resort only, the primary and secondary affiliates may extend the Make\nGood Hours to include Saturday and Sunday between the hours of 12 PM and 5 PM.\n\n6. Delivery: The Programs shall be delivered to UPN in accordance with Exhibit\n   --------\n'A' attached hereto and incorporated herein by this reference. All Programs\nshall be delivered to UPN on a consecutive weekly basis. WWFE acknowledges that\ntimely delivery is of the essence of this Agreement.\n\n7. Creative Approvals: WWFE shall have creative approval in connection with all\n   ------------------\nkey elements of the Programs, and UPN agrees to air the Programs exactly as it\nis delivered to UPN by WWFE. Notwithstanding the foregoing, WWFE's right of\napproval and UPN's obligation to air the Programs as delivered shall be subject\nto UPN's customary Broadcast Standards' and Practices' policies.\n\n8. Promotions: WWFE agrees to provide UPN with a mutually approved number of and\n   ----------  \ncontent of promotional materials in a timely manner on a weekly basis for the\npromotion of the Programs. UPN commits to actively promote the Programs in the\nsame ways it promotes UPN's top three (3) rated one (1) hour programs from the\n1998-1999 broadcast season. This may take the form of promotions outside of the\nUPN network, including print advertising, on other networks and on radio.\n\n5\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\n9. Press Releases: WWFE and UPN agree that no press releases shall be issued\n   --------------\nwith respect to the Programs without their mutual consent in writing.\n\n10. Miscellaneous: WWFE agrees to provide UPN with a reasonable number of\n    -------------\ntickets and other merchandising products at no charge in connection with the\nPrograms for promotional purposes.\n\n11. Specials: WWFE agrees to produce two (2) one (1) hour taped clip specials\n    --------\nthat may be unrelated to and out of sync with the then current storylines\n('Specials') to be aired by each and every of UPN's affiliates, except in the\nevent of force majeure, or an incident of national or local importance, and\/or\nfor pre-existing contractual commitments, the first of which will air on or\nabout November 30, 1999 during prime time and the second of which will air on a\ndate during prime time to be mutually agreed between the parties in January or\nFebruary, 2000. ***** the national Commercial Time and *****, the Net Revenues\n(as defined in paragraph 4 (b) above).\n\n12. Live Feeds: UPN acknowledges and agrees that WWFE may in its sole discretion\n    ----------\nproduce certain episodes of the Programs live. UPN covenants, represents and\nwarrants that it shall use its good faith efforts to ensure that all of its\naffiliates broadcast such episodes of the Series live.\n\n13. Y2K Compliance. UPN represents, warrants, covenants that all of its 'mission\n    --------------\ncritical' systems are Year 2000 compliant as set forth in the letter attached\nhereto and incorporated herein by reference as Exhibit 'B'.\n\n14. UPN Acknowledgment. By executing this Agreement, UPN acknowledges that they\n    ------------------\nhave reviewed and understand all provisions of this Agreement, including the\nattached Standard Terms and Conditions.\n\n15. Standard Terms and Conditions. This Agreement is subject to all of the\n    -----------------------------\nprovisions of the Standard Terms and Conditions which are attached to and made a\npart of this Agreement. If any provision of this Agreement shall conflict with\nany of the provisions of the Standard Terms and Conditions, the terms of this\nAgreement shall prevail.\n\n6\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\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date\nfirst set forth above.\n\n                                    WORLD WRESTLING FEDERATION\n                                    ENTERTAINMENT, INC.\n                                         ('WWFE')\n\n                                    By:   _____________________________________\n                                          Linda E. McMahon\n                                    Its:  President and Chief Executive Officer\n\n                                    Date: _____________________________________\n\n\n                                    UNITED PARAMOUNT NETWORKS, INC.\n                                        ('UPN')\n\n                                    By:   _____________________________________\n\n                                    Its:  _____________________________________\n\n                                    Date: _____________________________________\n\n7\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                WORLD WRESTLING FEDERATION ENTERTAINMENT, INC.\n                ----------------------------------------------\n                      TELEVISION RIGHTS LICENSE AGREEMENT\n                      -----------------------------------\n                         STANDARD TERMS AND CONDITIONS\n                         -----------------------------\n\nSECTION A.  PROVISIONS ON PAYMENT.\n----------  ---------------------\n\nA(1) Audit Rights: WWFE agrees to keep true and accurate books and records of\n     ------------\nall amounts pertaining to its commercial advertising sales hereunder and its\ncalculation of Net Revenues. Within one (1) year after its receipt of any\nstatement hereunder, UPN, or its independent public accountants, shall have the\nright, to audit and make extracts of such books and records of WWFE, at UPN's\nexpense, but only insofar as such books and records relate to the calculation of\nNet Revenues hereunder. WWFE agrees to make all such books and records available\nfor UPN's (or its accountants') review in one central location. Any such audit\nshall take place upon not less than ten (10) days advance written notice, during\nnormal business hours on normal business days. If, after such audit, UPN\ndisputes WWFE's calculation of Net Revenues, it shall promptly so notify WWFE,\nin writing, and the parties then shall have ten (10) business days in which to\nresolve the dispute. If they are unable to do so, the dispute shall be submitted\nto binding arbitration in New York City, in accordance with the then existing\nrules of the American Arbitration Association. In such event, the parties hereto\nmutually shall select a neutral arbitrator from the American Arbitration\nAssociation to hear such dispute. If within ten (10) business days the parties\nfail to mutually select an arbitrator, then each party shall select an\narbitrator from the American Arbitration Association for the purpose of\nselecting a third arbitrator. The two arbitrators shall have ten (10) business\ndays to select the third arbitrator. Judgment upon any award rendered by the\narbitrator(s) may be entered by any court having jurisdiction thereof. Each\nparty shall bear its own costs associated with the arbitration hearing.\nNotwithstanding the foregoing, if an audit reveals a discrepancy of more than\nseven and one-half percent (7 1\/2%), UPN will be reimbursed its share of\nexpenses, including legal and audit fees.\n\nSECTION B.  DUBBING: RESTRICTION ON EDITING.\n---------   -------------------------------\n\nB(1) Restriction on Editing. UPN shall have the right to insert commercials\n     ----------------------\nwithin the natural breaks of the Programs. UPN shall ensure that the Programs\nare broadcast only in the precise form delivered by WWFE subject to modification\nto comply with UPN's broadcast standards and practices policies. UPN shall\nbroadcast in connection with each Program copyright notices furnished by WWFE.\nUPN shall not authorize or permit any copying or duplication of any of the\nPrograms, except as necessary for UPN to broadcast and promote the Program.\nExcept as necessary to broadcast and\/or promote the Programs, UPN shall not\nallow any materials incorporating the Programs or any portions thereof to leave\nits possession, custody and control. Except as specifically authorized by WWFE,\nUPN shall not make any cuts, changes, or insertions in any of the Programs,\nexcept for the insertion of promos, commercials, dubbing and\/or subtitling as\nset forth above and required by censors and regulators (i.e.\nincluding, without limitation, UPN's broadcast standards and policies).\n\n                                  Schedule A\n                                    8\/4\/99\n                                       8\n\n8\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\nSECTION C.  PROMOTION, ADVERTISING, AND TRANSMISSION STATISTICS\n---------   ---------------------------------------------------\n\nC(1) Advertising Materials to be Supplied by WWFE. WWFE shall furnish on a\n     --------------------------------------------\ntimely basis to UPN at WWFE's sole cost and expense prior to the scheduled\ntransmission date of each Program, Advertising Materials which shall include\npromotional tapes promoting the broadcast of the Program(s) as is reasonably\nrequired by UPN. In using the Advertising Materials, which shall to the extent\npossible, contain the names and likenesses of the Talent, UPN shall comply with\nWWFE's instructions regarding sequence, type style, relative size and\nprominence, and content of screen and advertising credits. UPN shall not in any\nmanner change credits contained in any material furnished by WWFE, subject to\napplicable\/laws and regulations. UPN acknowledges that it shall not use\npromotional materials for the Programs to promote other UPN shows without WWFE's\nprior approval, which may be verbal but which shall be confirmed in writing\npromptly thereafter.\n\nC(2) Uses of Names and Likenesses of Talent. UPN shall not use the names and\/or\n     --------------------------------------\nlikenesses of the Talent appearing in the Programs for any purpose other than\nadvertising and promoting the Programs. UPN shall not use the names and\/or\nlikenesses of the Talent so as to constitute an endorsement or testimonial,\neither expressed or implied, of any party, product, service, or commercial\nventure.\n\nC(3) Promotion of WWFE. Except as otherwise provided herein, the Programs may\n     -----------------\npromote, market, and\/or advertise WWFE's WORLD WRESTLING FEDERATION, its\n(non-'SMACKDOWN') television programs, the Talent, professional wrestling events\nand\/or any non-'SMACKDOWN' specific licensed merchandise, products and\/or\npublications (including, without limitation, videocassettes and record albums),\nin the same manner (e.g. with respect to duration, frequency and content), as\nthe WWFE currently promotes, markets and\/or advertises such products and\nservices on 'RAW IS WAR'.\n\nC(4) Restrictions on UPN's Advertising. UPN agrees that it will put its\n     ---------------------------------\naffiliates on notice in writing that they may not broadcast during any Program\nand one (1) hour prior to and subsequent to any Program any commercial\nannouncements featuring wrestling activities or wrestling Talent originating\nwith any party other than WWFE, including, but not limited to, live events,\ntelevision programs, home videos, record albums, closed circuit or pay-per-view\nevents, information telephone numbers, movies, magazines, books, calendars,\ngarments and toys. Notwithstanding the foregoing, UPN shall not be liable for\nthe failure of any such affiliates to so comply.\n\nSECTION D.  MUSICAL COMPOSITIONS.\n---------   --------------------\n\nWWFE represents that the performing rights in the music contained in each\nProgram are controlled by BMI, ASCAP, SESAC, or any other performing rights\nsociety having jurisdiction, are in the public domain, or are controlled by WWFE\nto the extent necessary to permit UPN's use of each Program in accordance with\nthis Agreement. WWFE shall indemnify UPN regarding any residual royalties or any\nother payments required to be made in connection with any of the music used in\nany of the Programs.\n\n                                  Schedule A\n                                    8\/4\/99\n                                       9\n\n9\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\nSECTION E.  COPYRIGHTS; INFRINGEMENTS; TRADEMARKS.\n---------   -------------------------------------\n\nE(1) Copyright Notices. The authorization of WWFE to permit UPN to broadcast the\n     -----------------\nPrograms and to distribute the Advertising Materials is expressly conditioned\nupon UPN's agreement not to delete from the Programs or Advertising Materials\nthe copyright notice or notices in the name of WWFE included therein as\ndelivered to UPN by WWFE.\n\nE(2) Infringements. When UPN learns that a party is making unauthorized uses of\n     -------------\nthe Intellectual Property, UPN agrees promptly to give WWFE written notice\ngiving all of the information of which it is aware with respect to the actions\nof such party. UPN agrees not to make any demands or claims, bring suit, effect\nany settlements, or take any other action against such party without the prior\nwritten consent of WWFE. UPN agrees to cooperate with WWFE, at no out-of-pocket\nexpense to UPN, in connection with any action taken by WWFE to terminate\ninfringements. When WWFE learns that a party is making unauthorized uses of\nUPN's intellectual property, WWFE agrees promptly to give UPN written notice\ngiving all of the information of which it is aware with respect to the actions\nof such party. WWFE agrees not to make any demands or claims, bring suit, effect\nany settlements, or take any other action against such party without the prior\nwritten consent of UPN. WWFE agrees to cooperate with UPN, at no out-of-pocket\nexpense to WWFE, in connection with any action taken by UPN to terminate\ninfringements of the Intellectual Property. Notwithstanding the foregoing,\nshould WWFE or UPN be sued individually in any action as described above, WWFE\nor UPN, as the case may be, shall have the right to defend itself in any such\naction, provided, however, that such defense is conducted in good faith\nconsultation with the defense of the other party to this Agreement in that\naction.\n\nE(3) Trademark Uses Inure to WWFE's Benefit. As between UPN and WWFE, all\n     --------------------------------------\ntrademark uses of the Trademarks and other Intellectual Property by UPN shall\ninure to the benefit of WWFE, which shall own all trademarks and trademark\nrights created by such uses of the Trademarks; provided, however, that the\nforegoing shall not apply to any trademarks or service marks owned or controlled\nby UPN or any of its affiliates including any such trademarks or service marks\nused in connection or combination with any of the Trademarks. UPN hereby assigns\nand transfers to WWFE all trademarks and trademark rights created by such uses\nof the Trademarks and other Intellectual Property; provided, however, that such\nassignment shall not apply to or otherwise include any rights in or to any\ntrademarks or service marks owned or controlled by UPN or any of its affiliates.\n\nE(4) UPN Not to Assert Interest in Intellectual Property. The UPN agrees that it\n     ---------------------------------------------------\nwill not, during the Term of this Agreement or thereafter, directly or\nindirectly assert any interest in or property rights in any of the components of\nthe Intellectual Property. UPN agrees that it will not, during the Term of this\nAgreement or thereafter, contest the validity of the Intellectual Property or\nWWFE's ownership of the Intellectual Property.\n\n\nSECTION F.  INDEMNIFICATIONS.  The Letter Agreement dated April 23, 1999 entered\n---------   ----------------\ninto between the parties is attached hereto as Exhibit C and is hereby\nincorporated by reference herein.\n\nSECTION G.  WARRANTY.\n---------   --------\n\n10\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\nWWFE hereby represents and warrants that WWFE is the sole owner of the rights\ngranted hereunder and other exploitation rights in all World Wrestling\nFederation events and has full right, title and interest in and to the Programs\ngranted in this Agreement and that such rights shall be unencumbered, unpledged,\nunattached and neither agreements nor unilateral claims exist which might affect\na control over such rights licensed, sold and granted to UPN under this\nAgreement.\n\nFurthermore, WWFE represents and warrants that the rights granted herein and the\nAdvertising Materials will not violate or infringe upon the rights of any third\npersons and\/or party and will not be defamatory. To the extent required to\nenable UPN to exercise the rights granted herein, WWFE has secured broadcasting\nand all other necessary rights (including without limitation, music and\ncustomary publicity rights, e.g., in context) in the Programs to be delivered by\nWWFE and has obtained all necessary clearances, releases and licenses in respect\nof the rights of all persons appearing in or performing or providing services in\nconnection with the Programs, including but not limited to Talent, the athletes,\nplayers, officials, clubs and of all locations where World Wrestling Federation\nevents will be held, WWFE will be responsible for any residual payments that may\nbe due to any of such individuals or otherwise with respect to the initial\nbroadcast of the Programs and represents and warrants that the Programs and\nAdvertising Materials will comply with all applicable laws.\n\nSECTION H.  RESERVATION OF RIGHTS.\n---------   ---------------------\n\nAll rights in and to the Programs and the Intellectual Property are reserved by\nWWFE for its own use, except for the specific rights which are granted to UPN\nunder this Agreement.\n\nSECTION I.  FORCE MAJEURE.\n---------   -------------\n\nIf either party is prevented from performing its obligations hereunder as a\nresult of a force majeure event, then the non-performing party shall not be\nliable to the other party for its failure to perform such obligations. As used\nin this Agreement, force majeure shall mean any act of God, fire, flood, war,\npublic disaster, other calamity, strike, or labor difficulties, or any\ngovernmental determination, action, regulation, or order, or any other\noccurrence beyond the reasonable control of the non-performing party, which,\ndespite the non-performing party's reasonable efforts, prevents the performance\nof its obligations hereunder. In the case of a force majeure event, UPN will not\nbe responsible for payment of the license fees for all Programs.\n\nSECTION J.  BREACH AND TERMINATION.\n--------    ---------------------- \n\nJ(1) Curable Breaches. If either party breaches any of the terms and provisions\n     ----------------\nof this Agreement , and the party involved fails to cure the breach within\nthirty (30) days after receiving written notice by certified or registered mail\nfrom the other party specifying the particulars of the breach, the non\ndefaulting party shall have the right to terminate this Agreement by giving\nwritten notice to the defaulting party by registered or certified mail.\n\n                                  Schedule A\n                                    8\/4\/99\n                                      11\n\n11\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\nJ(2) Effect of Termination. Termination of this Agreement under the provisions\n     ---------------------\nof this Section J or the provisions set forth elsewhere in this Agreement shall\nbe without prejudice to any rights or claims which WWFE may otherwise have\nagainst UPN, or which UPN may otherwise have against WWFE.\n\nJ(3) Discontinuance of Use of Programs, Advertising Materials, Intellectual\n     ----------------------------------------------------------------------\nProperty. Upon the expiration or earlier termination of this Agreement, UPN\n--------\nagrees to immediately and permanently discontinue broadcasting or otherwise\nusing the Programs and the Advertising Materials; immediately and permanently to\ndiscontinue using the Intellectual Property; and immediately to terminate all\nagreements with third parties which relate to the Programs.\n\nSECTION K.  MISCELLANEOUS PROVISIONS.\n---------   ------------------------\n\n         K(1) Restriction on Assignments. UPN shall have the right to assign its\n              -------------------------- \nrights and obligations hereunder, provided that any successor in interest shall\nassume all of UPN's obligations hereunder.\n\n         K(2) Parties Not Joint Venturers. Nothing contained in this Agreement\n              ---------------------------\nshall be construed so as to make the parties partners or joint venturers or to\npermit the Licensee to bind WWFE to any agreement or purport to act on behalf of\nWWFE in any respect.\n\n         K(3) Modifications of Agreement; Remedies. No waiver or modification of\n              ------------------------------------ \nany of the terms of this Agreement shall be valid unless in writing, signed by\nboth parties. Failure by either party to enforce any rights under this Agreement\nshall not be construed as a continuing waiver or as a waiver in other instances.\n\n         K(4) No Waiver of Termination Rights. The failure of WWFE or UPN to\n              -------------------------------\nexercise any right to terminate the agreement for any reasons stated herein\nshall not be and is not a waiver of the right to terminate for such reason, and\nsuch right shall be exercisable when it is deemed appropriate by WWFE or UPN (as\napplicable).\n\n         K(5) Invalidity of Separable Provisions. If any term or provision of\n              ----------------------------------\nthis Agreement is for any reason held to be invalid, such invalidity shall not\naffect any other term or provision, and this Agreement shall be interpreted as\nif such term or provision had never been contained in this Agreement.\n\n         K(6) Notices. All notices to be given under this Agreement (which shall\n              -------\nbe in writing) shall be given at the respective addresses of the parties as set\nforth below, unless notification of a change of address is given in writing.\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         Any and all notices, communications and demands required or desired to\nbe given hereunder by either party hereto shall be validly given or made if\nserved either personally, by facsimile or if deposited in the United States\nmail, certified or registered, postage prepaid, return receipt requested. If\nsuch 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 the deposit thereof in the United States mail addressed to the party\nto whom such notice or demand is to be given as hereinafter set forth:\n\n         If to WWFE:  World Wrestling Federation Entertainment, Inc.\n                      1241 East Main Street\n                      Stamford, CT  06902\n\n \n                            CONFIDENTIAL TREATMENT\n      *****[Deleted pursuant to a request for Confidential Treatment and \n         filed separately with the Securities and Exchange Commission]\n\n                        Attn:  Linda E. McMahon\n                               President and Chief Executive Officer\n\n      With a copy to:   World Wrestling Federation Entertainment, Inc.\n                        1241 East Main Street\n                        Stamford, CT 06902\n                        Attn:  Edward L. Kaufman\n                               Senior Vice President and General Counsel\n\n      If to UPN:        The United Paramount Network\n                        11800 Wilshire Boulevard\n                        Los Angeles, CA 9002\n                        Attn:  Nicole M. Ungerman, Esq.\n                               Senior Vice President, Business and Legal Affairs\n\n      K(7)  Headings. The paragraph and section headings of this Agreement\n            --------  \nare inserted only for convenience and shall not be construed as a part of this\nAgreement.\n\n      K(8)  Entire Understanding. This Agreement contains the entire\n            -------------------- \nunderstanding of the parties with respect to its subject matter. Any and all\nrepresentations or agreements by any agent or representative of either party to\nthe contrary shall be of no effect.\n\n      K(9)  Governing Law. This Agreement shall be construed and governed in\n            -------------\naccordance with the laws of the State of California, regardless of the place or\nplaces of its physical execution and performance execution in multiple forms.\n\n      K(10) Arbitration. The parties agree that if a claim or controversy\n            ----------- \nshould arise concerning this Agreement, or the breach of any obligation arising\nunder this Agreement, or the interpretation of this Agreement, such dispute\nshall be resolved by binding arbitration under the Commercial Arbitration Rules\nof the American Arbitration Association with the arbitration to be held in Los\nAngeles, California. The parties shall each pay one-half (1\/2) of the costs of\nthe arbitrator and the arbitrator shall thereafter award costs and attorneys'\nfees to the prevailing party. The arbitration award shall be binding and\nnon-appealable, and may be entered as a final judgment in any court having\njurisdiction over the award.\n\nK(11) Confidentiality. UPN and WWFE each represent and warrant that it shall not\n      --------------- \ndisclose to any party (other than its employees, in their capacity as such) any\ninformation with respect to the financial terms and provisions of this Agreement\nexcept (a) to the extent necessary to comply with law or the valid order of a\ncourt of competent jurisdiction, in which event the party so complying shall so\nnotify the other party as promptly as practicable (and, if possible, prior to\nmaking any disclosure) and shall seek confidential treatment of such\ninformation, (b) as part of its normal reporting or review procedure to its\nparent company, its auditors or its attorneys and such parent company, auditors\nor attorneys, as the case may be, agree to be bound by the provisions of this\nSection K(11) or (c) in order to enforce its rights pursuant to this Agreement.\n\nK(12) Ratings. UPN shall use all reasonable efforts to provide WWFE with ratings\n      ------- \nand demographic information regarding the Programs provided by WWFE to UPN.\n\n                                  Schedule A\n                                    8\/4\/99\n                                      13\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                                   EXHIBIT A\n                                   --------- \n\n                       UPN DELIVERY REQUIRMENTS SUMMARY\n\n                                  Schedule A\n                                    8\/4\/99\n                                      15\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                                      UPN\n                                'WWF SMACKDOWN'\n                         DELIVERY REQUIREMENTS SUMMARY\n                               1999-2000 SEASON\n\nThe following constitutes UPN delivery requirements for 'WWF Smackdown'\nBROADCAST OPERATIONS.\n--------------------\n\nThe production company must provide to Broadcast Operations a complete dub the\nentertainment portion of which, including main &amp; end titles and logos, bumpers\nand studio blacks preceding them as shown on the format should be 89:10. First\nhalf of program (acts 1-4) should not exceed a total run time of 43:35. Specific\nformat is attached.\n\n'REQUESTS FOR ANY VARIANCE FROM THE FORMAT GIVEN MUST BE MADE THROUGH YOUR UPN\nPROGRAM EXECUTIVE and approved in advance by UPN Programming and Business\nAffairs\/Legal Departments. Documentation of such agreement should be faxed to\nUPN Broadcast Operations at (323) 862-1700.\n\nIf UPN requires that a program is to come in at a time other than the one listed\nabove (or in a format other than the one provided). The production company will\nbe notified by a UPN program executive. If the production company seeks to\ndeliver a program substantially shorter or longer than the above time, the\nrequest must be made to the UPN program executive in charge of the program.\nPrograms may be delivered from :02 to :03 seconds short (but never long) without\nspecial permission.\n\nShows should be delivered to Broadcast Operations on Digital Beta with stereo\nsound (surround optional) and in drop frame time code. Attached is Network\ntechnical specifications for shows delivered.\n\nAll UPN programming is to be closed-captioned. It is the responsibility of the\nproduction company to deliver a closed-captioned air master. No visual\nclosed-captioning symbol is necessary.\n\nBoth slates and tape labels must indicate the complete show title, date and\nplace of recording, audio track configuration and program material run time\n(including main &amp; end titles and logos).\n\nCommercial break (including Network promos) positions should be provided as :05\nsecond blacks. UPN does not require formatted blacks.\n\nExcept for credits, programs should not have supers or image materials extending\ninto the bottom right corner, title safes areas of the television picture. UPN\ninserts its network logo during portions of the program segment.\n\n\nFinal air masters should be delivered as follows:*\n\n                  AIR DATE          DELIVERY DATE\n                  --------          -------------\n                  Monday            Preceding Wednesday 5P\n                  Tuesday           Preceding Thursday 5P\n                  Wednesday         Preceding Friday 5P\n                  Thursday          Preceding Monday 5P\n                  Friday            Preceding Tuesday 5P\n                  Saturday          Preceding Wednesday 5P\n                  Sunday            Preceding Wednesday 5P\n\n     *Unless other delivery arrangements have been cleared by Broadcast\n     Operations Deliver air masters to Archive Building, 5555 Melrose Avenue,\n     Los Angeles, CA 90038. Tapes should be labeled: ATTENTION UPN OPERATIONS\n\nTiming sheets should be frame accurate and should indicate start, end and\nduration of each program segment. Main and end title sequences and logos should\nbe separate line items on the timing sheet. Segment timings should be delivered\nas follows:\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                  AIR TIME          DUE DATE\n                  --------          --------\n                  Monday            Preceding Tuesday 12P\n                  Tuesday           Preceding Wednesday 12P\n                  Wednesday         Preceding Thursday 12P\n                  Thursday          Preceding Friday 12P\n                  Friday            Preceding Monday 12P\n                  Saturday          Preceding Tuesday 12P\n                  Sunday            Preceding Tuesday 12P\n\nFax timing sheets to UPN Broadcast Operations at (323) 862-1700.\n\nIt is the responsibility of the production company to provide UPN with music cue\nsheets. These should list for each musical composition used in an episode or\nindividual show, in whole or in part (whether or not originally composed for\nsuch use), the title, type of use, duration of use and the names of the\ncomposer(s), lyricist(s), publisher(s), copyright proprietor(s) and performing\nrights licensor(s) and synchronization rights licensor(s). Music cue sheets\nshould be sent to UPN Business and Legal Affairs , 11800 Wilshire Boulevard, Los\nAngeles CA 90025.\n\nShould the program provider at anytime throughout the duration of UPN's license\nterm prepare either an advanced digital television and\/or high definition\ntelevision master of the program for any purpose. UPN shall be provided at no\ncost to UPN a digital clone of that master for its own use exhibiting the\nprogram as licensed.\n\nUPN retains the right to access any preprint elements of the program throughout\nthe duration of its license agreement with the program provider for the express\npurpose of transferring into an advanced digital television and\/or high\ndefinition television medium at UPN's cost. Such physical master will remain the\nproperty of UPN with rights to the image thereon covered by the terms of the\nexhibition license. The program provider or their assigns shall be granted\naccess to clone such master for a fee not less than eighty percent of the\noriginal cost incurred by UPN to create such master.\n\nMARKETING\n---------\n(2)  VHS OF THE FIRST PRODUCERS CUT THAT GOES TO THE NETWORK. THIS IS FOR\n     PRODUCERS TO VIEW TO BEGIN WRITING COPY FOR THE PROMOS.\n\nThese tapes can be sent with the tapes that go to UPN entertainment, but please\nlabel them 'ATTENTION TOM LEHMAN.'\n\n(1)  DIGITAL BETA OF THE FIRST ON-LINE\n     Please be sure that your digital beta audio channels are split in the\n     following configuration \n     Channel 1 - Dialogue\n     Channel 2 - Music &amp; Effects (if available) \n     Channel 3 - Narration (if available) \n     Channel 4 - Misc.\n\n(1)  BETA SP OF THE FIRST ON-LINE \n     Channel 1 - Dialogue \n     Channel 2 - Music &amp; Effects\n\n(1)  3\/4' WITH VISIBLE MATCHING TIME CODE IN THE LOWER LEFT OF THE FIRST ON-LINE\n\n                                  Schedule A\n                                    8\/4\/99\n                                      17\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\nThese tapes should be from the unsweetened on-line, with split radio tracks, and\nshould be delivered no later than 15 days before date of air. This order is the\nstandard order for On-Air promotions. In the event that the show is going to be\ndelivering late, arrangements should be made with Tom Lehman at UPN\n(310-575-7066) or Craig Johnson at Toolbox Productions (310-477-1799). Also, any\nshow or 'effects' reels that will be needed to effectively promote the show\nshould also be sent when completed.\n\nRough cut VHS tapes should be sent to Tom Lehman at UPN. All other tapes should\nbe delivered to:\n         Craig Johnson\n         Toolbox Productions\n         11601 Santa Monica Blvd.\n         Los Angeles, CA  90025\n         310-477-1799\n\nAddress any questions regarding the above to Tom Lehman, UPN Marketing\nCoordinator, at 310-575-7066.\n\nSALES\n-----\n\nUpon completion of each, 1 (one) VHS dub of the network rough cut and 1 (one)\nVHS dub of the final on-line should be provided to UPN Network Sales at the\nfollowing address:\n\n         UPN Network Sales\n         1185 Avenue of the Americas\n         33rd Floor\n         New York, NY  10036\n         Attn:  Kathleen O'Brien\n\n             UPN TECHNICAL SPECIFICATIONS FOR VIDEO TAPE DELIVERY\n\nThis document sets forth the technical specifications for video tape recordings\ndelivered for playback on UPN.\n\n1.   All recordings will be delivered in Digital Betacam format conforming to\n     all current CCIR, SMPTE and ANSI standards for that format.\n\n2.   All recorded material must be in accordance with all FCC specifications and\n     guidelines for broadcast material.\n\n3.   SMPTE color bars with 1 KHz tone, program slate, color black with no audio\n     and program will be recorded on the tape in the following time code\n     locations:\n\n     A. Color bars starting at 00:58:30:00 and ending at 00:59:30:00\n     B. Color black starting at 00:59:30:00 and ending at 00:59:40:00 \n     C. Program slate starting at 00:59:40:00 and ending at 00:59:50:00\n     D. Color black starting at 00:59:50:00 and ending at 01:00:00:00\n     E. Program starting at 01:00:00:00\n     F. If more than one real of tape is required for delivery, the Program\n        content on the second reel will start at 02:00:00:00 with the same color\n        bars, black and slate relationships recorded as on reel one.\n\n4.   Color bars will accurately represent the program material recorded on the\n     tape. The color bars will meet the following specifications as measured on\n     a composite analog waveform monitor:\n\n     A. Video level - 100 + 0.5 IRE\n     B. Sync level - 40 + - 01 IRE\n     C. Set-up - 7.5 + 0.1 IRE\n     D. Horizontal blanking - 10.9 + 0.1 MSOC\n     E. Burst amplitude - 40 + 0.1 IRE\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\n5.   Program material will not exceed the following tolerances as measured with\n     a composite analog waveform monitor and vectorscope.\n\n     A. Video level - 104 IRE maximum\n     B. Sync level - 40 + 0.5 IRE\n     C. Set-up - 7.5 + 0.1 IRE\n     D. Horizontal blanking - 10.8 + 0.1 sec\n     E. Burst amplitude - 40 + 0.2 IRE\n     F. Sync width - 4.7 + 0.1 sec\n     G. Chroma level - 104 IRE maximum. Chroma level shall not extend into the\n        sync portion of the video signal.\n     H. Chroma phase error + 0.2 degrees from reference.\n     I. Vertical blanking - 20 lines + 0 lines.\n                                      -\n6.   The video signal shall not be compressed greater than a factor of three to\n     one at any time during the production or post production process. In the\n     component digital domain the bit rate shall not be reduced below 90 Mb\/sec.\n     This will prevent problems from occurring due to concentration of multiple,\n     dissimilar compression\/decompression systems during the production, post\n     production and delivery processes. Any compression system utilized must\n     only employ intra-field or intra-frame compression. The compression history\n     of any material that utilizes more than Digital Betacam VIR compression\n     must provide a written history of that compression with the video tape.\n     Under no circumstances shall any artifacts or visual picture degradation be\n     visible in the playback of the program material due to video compression.\n\n7.   Studio test signal shall be a 1 KHz continuous tone recorded on tracks 1,\n     2, 3 and 4. The tones shall represent a 0 + 0.5 dBm reference level of the\n     program material as read on a standard VU meter. The tones shall be\n     recorded with no phase error.\n\n8.   Monophonic program audio shall be recorded on tracks 1, 2, 3 and 4. All\n     four tracks are to be in phase so as not to cause cancellation if the\n     tracks are mixed.\n\n9.   Stereo program material shall have the left channel recorded on channels 1\n     and 3 and the right channel recorded on channels 2 and 4. All channels are\n     to be in phase so as not to cause cancellation if mixed for mono playback.\n\n10.  Program audio peaks shall read 0 dBm on a RMS VU meter. Instantaneous\n     peaks shall not exceed + 10 dBm as read on a RMS VU meter.\n\n11.  Program audio shall not be subject to any form of compression or bit rate\n     reduction at any time during the production or post production process.\n\n12.  The program audio shall not employ any form of noise reduction. Any other\n     form of audio encoding, such as surround sound shall be so as not to cause\n     cancellation if mixed for mono playback and shall be fully compatible for\n     normal 2 channel stereo playback.\n\n13.  If the program is close captioned, the captioning data must be encoded on\n     Line 21, Field 1.\n\n14.  SMPTE drop-frame time code must be recorded on the longitudinal tune code\n     track and in the video vertical interval on line 12 and 14. The\n     longitudinal time code level shall be 10 dB below Reference Tone.\n     The longitudinal tone code and VITC will frame accurately match.\n\n                                  Schedule A\n                                    8\/4\/99\n                                      19\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\nUPN is dedicated to providing its affiliates with audio and video signals that\nfully comply with all Federal Communications Commission rules and regulations.\nUPN is also committed to transmitting the highest quality signals to our\naffiliates. It is for these reasons that all material be produced and post\nproduced to meet the technical standards set forth herein.\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\n                                      UPN\n                                'WWF SMACKDOWN'\n                               1999-2000 SEASON\n\n    -----------------------------------------------------------------------\n                    Act 1 (includes title and open credits)\n    -----------------------------------------------------------------------\n                        Commercial Break 1 (:05 black)\n    -----------------------------------------------------------------------\n                                    Act II\n                              Studio Black (:01)\n                                    Bumper\n    -----------------------------------------------------------------------\n                        Commercial Break 2 (:05 black)\n    -----------------------------------------------------------------------\n                                    Act III\n                              Studio Black (:01)\n                                    Bumper\n    -----------------------------------------------------------------------\n                        Commercial Break 3 (:05 black)\n    -----------------------------------------------------------------------\n                                    Act IV\n    -----------------------------------------------------------------------\n                        Commercial Break 4 (:05 black)\n    -----------------------------------------------------------------------\n                                     Act V\n                              Studio Black (:01)\n                                    Bumper\n    -----------------------------------------------------------------------\n                        Commercial Break 5 (:05 black)\n    -----------------------------------------------------------------------\n                                    Act VI\n                              Studio Black (:01)\n                                    Bumper\n    -----------------------------------------------------------------------\n                        Commercial Break 6 (:05 black)\n    -----------------------------------------------------------------------\n                                    Act VII\n    -----------------------------------------------------------------------\n                        Commercial Break 7 (:05 black)\n    -----------------------------------------------------------------------\n           Act VIII (includes closing credits and production logos)\n    -----------------------------------------------------------------------\n\n                                    SUMMARY\n                                    -------\n\n   Program Content, including open and end credits, production logos\n   bumpers &amp; studio black preceding them                              89.10\n   Commercial blacks                                                    .35\n   Total running time including commercial blacks                     89.45\n\n   *First part (acts 1-4) should not exceed a total run time of       43.35\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                                   EXHIBIT B\n                                   --------- \n\nJuly 15, 1999\n\nTitan Sports, Inc.\n1241 East Main St.\nP.O. Box 3857\nStamford, CT 06902\nAttn. Mr. Edward L. Kaufman, SVP &amp; General Counsel\n\nRe: Year 2000 Compliance\n\nDear Mr. Kaufman:\n\nThank you for your recent inquiry regarding UPN's Year 2000 compliance status.\n\nUPN is aware of the issues surrounding the approach of the new millennium and\nthe concerns that our suppliers have about the potential impact upon our\nservices to them.\n\nUPN has developed a plan to minimize the impact of the 'Year 2000 problem.'\nPursuant to such plan, UPN is engaged in the process of identifying programs\nused by its computer systems that may malfunction as a result of the use of\ntwo-digit dates and has initiated programs to rectify any problems, including\nupgrading existing software packages, implementing new Year 2000 compliant\nsystems or repairing existing software, and thoroughly testing all material\nsystems. UPN's management believes that the necessary revisions or replacements\nof material computer systems will be accomplished in a timely manner, thus\ninsuring minimal disruption in the operations of UPN's business.\n\nShould you have any further questions, please feel free to contact Sasan\nNikoumanesh, UPN's Director of Information Systems at (310) 575-7046.\n\nWe appreciate your interest in this important matter.\n\nYours truly,\n\n22\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                                   EXHIBIT C\n                                   ---------\n\nRevised as of August 25, 1999\n\nThe United Paramount Network\n11800 Wilshire Boulevard\nLos Angeles, CA  90025\n\nRe:      'WWF Smackdown!'\n\nGentlepersons:\n\nWe are entering into this indemnity agreement in connection with our furnishing\nto The United Paramount Network ('UPN') the above-entitled property (including\nbasic idea and format) and any resulting programs(s) (individually and\ncollectively, the 'Program') intended for broadcast on UPN. In order to induce\nUPN's acceptance of such arrangement, it is agreed with respect to each Program:\n\n1. Within the agreed-upon term and territory, we grant to UPN and its affiliated\nstations certain exclusive broadcast rights in and to the Program, including the\nright to use the name and likeness of the above-the-line persons whose services,\nor the product of whose services we furnish, for informative purposes and in\nadvertising and publicizing the Program. We warrant that the basic idea, format\nand property are original or that the original of them is owned or controlled by\nus, or that they are in the public domain, and that we have the right to grant\nthis license.\n\n2. (a) We shall indemnify and defend, if so requested by UPN, and hold harmless\nUPN and its parent and subsidiary companies, the stations broadcasting the\nProgram, each Program sponsor and its advertising agency, and the respective\nofficers, directors, agents and employees of each from and against liability,\nactions, claims, demands, losses or damages (including reasonable attorney's\nfees and any punitive damages) caused by or arising out of the production,\nbroadcast, promotion, advertising and or exploitation or other use authorized by\nus of the Program and\/or a breach by us of our representations and warranties\nand the material and performances contained in them. UPN's review and approval\nof any elements, material or Program furnished by us shall not constitute a\nwaiver of our indemnity.\n\n       (b) Our indemnity includes without limitation any claim involving\nallegedly wrongful use of ideas or material in the Program.\n\n       (c) To the extent the Program material at issue in any claim was in\nfact furnished by UPN to us in violation of any third party's property rights,\nUPN shall indemnify us, our parent and subsidiary companies, and the respective\nofficers, directors, agents and employees of each from and against liability,\nactions, claims, demands, losses or damages (including reasonable attorney's\nfees and any punitive damages) caused thereby.\n\n23\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    (d) The indemnitor may, and if any indemnitee requests in writing, the\nindemnitor shall assume the defense of any claim, demand or action and shall,\nupon request by the indemnitee, allow the indemnitee to cooperate in the\ndefense. The indemnitee shall give prompt notice of any claim, demand or action\ncovered by this indemnity. If the indemnitee settles any such claim, demand or\naction without the prior written consent of the indemnitor, the indemnitor shall\nbe released from this indemnity in that instance.\n\n    (e) In addition to our indemnity we shall upon UPN's order of the\nProgram immediately obtain and maintain in full force and effect until the end\nof UPN's broadcasting rights to the Program a television producers' liability\n(errors and omissions) policy, issued by a reputable company approved by UPN and\nnaming UPN as an additional insured, insuring our obligations under this\nagreement for at least *****. Said policy shall be primary and not in excess of\nor contributory to any other insurance provided for the benefit of or by UPN. We\nshall furnish UPN with a certificate of insurance within ten (10) days after any\nProgram order, but in no event later than seven (7) business days prior to\nbroadcast. UPN's payment shall be conditioned upon having received such\ninsurance policy verification certificates.\n\n3.  This agreement shall bind us, our successors and assigns and shall inure to\nthe benefit of UPN, its successors and assigns.\n\nVery truly yours,\n\nWORLD WRESTLING FEDERATION\nENTERTAINMENT, INC.\n\n\nLinda E. McMahon\nPresident and Chief Executive Officer\n\n\nACCEPTED AND AGREED TO:\n\nTHE UNITED PARAMOUNT NETWORK\n         ('UPN')\n\n\nBy: __________________________\nIts: _________________________\n\n24\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9252,9360],"corporate_contracts_industries":[9532,9465],"corporate_contracts_types":[9613,9616],"class_list":["post-42910","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-viacom-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__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42910","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=42910"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42910"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42910"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42910"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}