{"id":42970,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/wwf-raw-wwf-war-zone-wwf-live-wire-and-wwf-superstars-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"wwf-raw-wwf-war-zone-wwf-live-wire-and-wwf-superstars-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/wwf-raw-wwf-war-zone-wwf-live-wire-and-wwf-superstars-agreement.html","title":{"rendered":"WWF Raw\/WWF War Zone, WWF Live Wire and WWF Superstars 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\n          AGREEMENT, made as of the 2nd day of July 1998, between USA NETWORKS\n('USA') and TITAN SPORTS, INC. ('Contractor') with respect to the production of\nand grant of certain rights in three series (the 'Series') individually and\ncollectively, (the 'Series') of original television programs (the 'Programs')\npresently entitled 'WWF Raw\/WWF War Zone' ('Raw'), 'WWF Live Wire' ('Live\nWire'), and 'WWF Superstars' ('Superstars').\n\n     1.   (a)  Contractor shall produce and deliver to USA a specified\nnumber of Programs of each Series during the Term (as defined in Section 5(a)\nbelow) hereof, as determined in accordance with Section 8 below. The Raw\nPrograms either shall be live (i.e., as the matches occur in an arena) or taped,\n                               ----                                             \nas determined in accordance with Section 1(b)(ii) below. The Live Wire Programs\nand the Superstars Programs shall be taped. Contractor shall deliver each taped\nProgram to USA at its network control center in Jersey City, New Jersey (or at\nsuch other reasonable location as USA may designate) at least four (4) calendar\ndays prior to the scheduled carriage date thereof.\n\n          (b)  The following shall apply to Programs for the Raw Series:\n\n               (i)  Each Program shall have an aggregate running time of two\nhours (2:00:00), including crystal-black slugs for the insertion of twenty-eight\nminutes and fifty seconds (28:50) of commercial and promotional announcements,\nbillboards and network identifications, in such format as USA shall determine.\nEach Program shall consist of either two (2) consecutive hours, or two (2)\ndistinct, but connected, one (1) hours, as Contractor and USA mutually shall\ndetermine. Each taped Program will consist of arena matches, interviews and\nother entertainment material, as Contractor shall determine (subject to the\nprovisions of Section\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\n4(b) below), consistent with the program style and quality delivered by\nContractor to USA for similar programs during the first calendar quarter of\n1998.\n\n               (ii)   Subject to Section 8(a) below, the Programs shall be\ndelivered to enable USA to distribute one (1) new Program per week during the\nTerm. Contractor shall deliver live Raw Programs at a rate of at least twenty-\nsix (26) per each twelve-month period during the Term (September 28 - September\n27). USA and Contractor, in good faith, mutually shall determine the schedule by\nwhich live Programs will be delivered.\n\n          (c)  The following shall apply to Programs for the Live Wire Series\nand the Superstars Series:\n\n               (i)    Each Program shall have an aggregate running time of sixty\nminutes (60:00), including crystal-black slugs for the insertion of thirteen\nminutes and forty seconds (13:40) of commercial and promotional announcements,\nbillboards and network identifications, in such format as USA shall determine,\nand will consist of a content format to be mutually agreed upon by Contractor\nand USA in good faith. The program style, quality, and content shall be similar\nto that for the programs of such series delivered by Contractor to USA during\nthe first calendar quarter of 1998.\n\n               (ii)   The Programs shall be delivered to enable USA to\ndistribute one (1) new Program per week of each Series during the Term.\n\n          (d)  With respect to all three Series, the time in each Program not\nreserved for commercial and promotional announcements, network identifications\nand billboards shall be devoted entirely to program content and shall not\ninclude any promotional consideration units.\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          2.  During the Term, USA shall have the exclusive right to distribute\nthe Programs for all three Series within the United States, its territories and\npossessions (including Puerto Rico) and all U.S. Armed Forces Bases everywhere\nthroughout the world (the 'Territory'), including the right to distribute the\nPrograms and each Series over the USA Network program service, in both the\nEnglish and Spanish languages (Spanish language as part of a SAP simultaneous\nfeed), to each of its respective affiliates for transmission by such affiliates.\nUSA's affiliates may include CATV, MDS, SMATV, MATV, DBS, TVRO dishes or similar\nservices. USA may record any Program and may use such recordings, or any\nportion(s) thereof, for the following purposes: (a) during the Term, for file,\nreference, audition and sales purposes and, in connection with USA's carriage of\nthe Programs only, for publicity purposes, (b) during the Term, to broadcast or\ncablecast and authorize others to broadcast or cablecast excerpts (of up to 2\nminutes duration) of such recordings at such times and at such places and in\nsuch manner as USA may elect, (c) during the Term, in connection with the\nadvertising and publicizing of any Program or Series on, and as part of, USA's\nprogramming, and (d) during the Term, in connection with the carriages\nauthorized in this Agreement.\n\n          3.  (a) During the Term, Contractor shall not carry or authorize the\ncarriage of any Program or Series in any language by any other means whatsoever\n(including, without limitation, via personal computers, video-on-demand, \npay-per-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 Raw Programs shall have appeared earlier\nin any other program intended for reception by home television sets or personal\ncomputers in the \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\nTerritory (other than in pay-per-view events and in programs on ABC, CBS, NBC or\nFox). Any matches premiering in any Raw Program which later appear on other\nprograms intended for reception by home television sets or personal computers in\nthe Territory shall be accompanied by a courtesy credit to both USA and the\nProgram.\n\n          (b)  Contractor agrees that it shall not authorize or produce any\nother series of wrestling programs to be carried by any other 'basic' cable\nprogram service or 'superstation' within the Territory during the Term, and it\nshall not authorize any other wrestling program specials or action programs or\nseries produced by Contractor to be carried by any other 'basic' cable program\nservice or 'superstation' within the Territory during the Term without first\ngiving to USA a right of first refusal on the same terms as set forth in Section\n5(b) below.\n\n     4.   (a)  Each Program and Series shall conform to the reasonable\nprogram practices and standards of the USA Network program service from time to\ntime established, including, without limitation, its standards against excessive\nviolence. USA shall have the right, in its sole discretion, to edit, 'lexicon'\nand\/or delete any Program, or any portions thereof, (i) to ensure that such\nProgram meets such reasonable program practices and standards, (ii) to ensure\nthat such Program meets USA Network's commercial format and\/or (iii) to enable\nUSA to insert the commercial, public service and promotional announcements as\nprovided for herein. Contractor shall reimburse USA for the cost of any editing\nrequired pursuant to (i) above. In no event, however, shall any credits in the\nPrograms be deleted or changed (provided they are of customary length),\nincluding, without limitation, any credits of Contractor or copyright notices\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\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\ntransparent logo of the USA Network program service throughout each such\ncarriage. In addition, if Contractor does not do so, USA may close caption the\nPrograms, 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. In\nthe event that USA, in the exercise of its complete and reasonable discretion,\ndetermines that any Program (or element(s) thereof) is unacceptable for carriage\nover the USA Network program service, for any reasonable reason whatsoever,\nincluding, but not limited to, the failure of such Program (or element(s)\nthereof) to meet USA Network's reasonable program practices and standards, then,\nas soon as practicable following receipt of such Program, USA may reject either\nsuch element(s) or the Program, in its entirety. If USA so rejects a Program (or\nelement(s) thereof), Contractor shall provide a suitable Program (or substitute\nelement(s) thereof) acceptable to USA within two (2) business days following\nsuch rejection. In its notice of rejection, USA may request that the originally\ndelivered Program be provided, deleting those portions of the Program which USA\ndetermined were unacceptable. Without reducing Contractor's obligations\nhereunder, USA also shall have the right to edit any Program as provided in\nSection 4(a) above.\n\n          (c)  The following shall apply to the Raw Programs:\n\n               (i)  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 of\na quality at least equal to the Raw programs of the first calendar quarter of\n1998. In addition, Contractor shall engage a producer, director, all the\nannouncers and color commentators and all other appropriate production,\ntechnical and on-air\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\npersonnel for the Event and the Program. The selection of each such announcer\nand color commentator shall be subject to the approval of USA, which approval\nshall not be unreasonably withheld. USA, at its sole expense, may provide a\ncoordinating producer at the Event, in the exercise of its discretion.\nContractor shall supply, at no cost to USA, a business telephone in its\nproduction truck at the Event staffed by an individual immediately prior to and\nduring any live feed who will coordinate the feed of such Event and Program with\nUSA. Contractor shall consult with USA at regular intervals concerning the\nproduction of the Event and the Program, and USA shall have the right of prior\napproval with respect to the material elements, format and content of the Event\nand the Program; provided, however, that USA agrees that It shall not\n                 --------  -------\nunreasonably withhold its approval of any of the foregoing. Contractor\nrepresents and warrants that USA shall incur no costs associated with the\nproduction of the Event, including, without limitation, any of the foregoing,\nexcept with respect to the coordinating producer, if any, provided by USA.\n\n               (ii)  Contractor shall be responsible for, and shall pay all\ncosts associated with, the delivery of a live, quality audiovisual signal of the\nEvent by satellite to USA's network control center. In the event that any of\nsuch costs are paid directly by USA, Contractor promptly shall reimburse USA\ntherefor upon receipt of appropriate invoices. Such signal shall be delivered so\nas to enable USA to carry the live Program(s) at the scheduled time(s).\n\n     5.   (a)  The term hereof shall commence on September 28, 1998 and\nshall end on September 23, 2001 (the 'Term'). Notwithstanding the foregoing,\neither party hereto may terminate this Agreement as of September 24, 2000, for\nany reason whatsoever, by written notice to the other, delivered on or before\nNovember 30, 1999.\n\n                                       6\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          (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 November 30, 2000 (or\nNovember 30, 1999 if notice of termination is given pursuant to Section 5(a)\nabove), with respect to an extension of this Agreement. In no event shall\nContractor negotiate with any third party with respect to any of the three\nSeries prior to the end of such exclusive negotiation period. In the event that\nthe parties are unable to reach a final agreement during such period, Contractor\nmay enter into negotiations with third parties with respect to any or all of the\nthree Series. In no event, however, shall Contractor enter into any arrangement,\nunderstanding or agreement with any such third party with respect to any or all\nof the three Series without first giving to USA a right of first refusal,\nexercisable within ten (10) business days following receipt by USA of written\nnotice detailing the terms of the third party offer(s), as to any such offer(s)\nwhich Contractor intends to accept. If USA does not meet such offer(s),\nContractor will not enter into an Agreement with such third party on terms less\nfavorable to it than those contained in the offer(s) without again affording USA\na first refusal as above provided.\n\n     6.   As partial consideration for the rights contained herein, and\nprovided Contractor has fulfilled all of its obligations contained herein, USA\nshall make payments to Contractor as follows:\n\n          (a)  With respect to the Raw Series, the payment shall be in the\namount of ***** for each Program carried between September 28, 1998 and\nSeptember 26, 1999, ***** for each Program carried between September 27, 1999\nand September 24, 2000, and ***** for each Program carried between September 25,\n2000 and September 23, 2001.\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          (b)  With respect to the Live Wire Series and the Superstars Series,\nthe payment shall be ***** for each Program carried between September 28, 1998\nand September 26, 1999, ***** for each Program carried between September 27,\n1999 and September 24, 2000, and ***** for each Program carried between\nSeptember 25, 2000 and September 23, 2001.\n\n          (c)  USA shall make all payments to Contractor required pursuant to\nSections 6(a) and 6(b) above within ten (10) days following the last day of the\nmonth during which the particular Programs were carried by USA, based on the\nper-Program fee for each Series. No payment shall be required for any Programs\npreempted and not rescheduled.\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 the following amount of commercial\nadvertising time within the carriages of each Program within the Territory:\n\n               (i)  With respect to the Raw Series, Contractor shall be entitled\nto sell or use ***** of commercial advertising time in each of the Programs\nprovided hereunder. USA shall have the right to sell or use ***** of commercial\nadvertising time in each Program; ***** of it which 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 services owned,\noperated or controlled by USA. In addition to the commercial advertising time\nset forth above, ***** of time in each Program also shall be set aside so that\nUSA may make such time available to the distributees of the USA Network program\nservice on which such Programs are being carried.\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\n               (ii)  With respect to the Live Wire Series and Superstars Series,\nContractor shall be entitled to sell or use ***** of commercial advertising time\nin each 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)  In each twelve-month period of the Term (September 30 - September\n29), Contractor agrees to pay USA an amount equal to the greater of (i) ***** of\nall 'net advertising revenues' received by Contractor from its sale of\ncommercial advertising time in Programs carried during such twelve-month period,\nand (ii) the amount of  ***** with respect to the September 28, 1998 - September\n26, 1999 period; the amount of  ***** with respect to the September 27, 1999 -\nSeptember 24, 2000 period; and the amount of ***** with respect to the September\n25, 2000 - September 23, 2001 period. Contractor shall pay the amounts set forth\nin (ii) above in equal installments, every other month, on or before the 15th\nday of each month during the relevant twelve-month period, commencing with a\npayment due on or before December 15, 1998. Within forty-five (45) days after\nthe end of each such twelve-month period, Contractor shall submit to USA a\ndetailed statement setting forth its calculation of 'net advertising revenues'\nfor such period, including, without limitation, any allocations from 'joint\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\nsales' made related thereto. Such statement shall be accompanied by the payment\nof additional amounts which may be owing to USA pursuant to (i) above, if any.\nFor purposes of this Agreement, the term 'net advertising revenues' shall mean\nall gross advertising sales in the Series by Contractor, less only advertising\nagency commissions. To the extent that Contractor sells commercial advertising\nin any of the Programs in conjunction with other programs not covered by this\nAgreement ('joint sales'), then it shall allocate the net advertising revenues\ngenerated from such joint sales among the Programs hereunder and such other\nprograms, based upon the fair market value determined on a CPM (cost per\nthousand) basis among all the Programs and such other programs. Contractor\nagrees to keep true and accurate books and records of all amounts pertaining to\nits commercial advertising sales hereunder and its calculation of 'net\nadvertising revenues.' Within sixty (60) days after its receipt of any statement\nhereunder, USA, or its independent public accountants, shall have the right, to\naudit and make extracts of such books and records of Contractor, at USA's\nexpense, wherever such books and records may be located, but only insofar as\nsuch books and records relate to the calculation of 'net advertising revenues'\nhereunder. Any such audit shall take place upon not less than ten (10) days\nadvance written notice, during normal business hours on normal business days.\nIf, after such audit, USA disputes Contractor's calculation of 'net advertising\nrevenues,' it shall promptly so notify Contractor, in writing, and the parties\nthen shall have ten (10) business days in which to resolve the dispute. If they\nare unable to do so, the dispute shall be submitted to binding arbitration in\nNew York City, in accordance with the then existing rules of the American\nArbitration Association. In such event, the parties hereto mutually shall select\na neutral arbitrator from the American Arbitration Association to hear such\ndispute. If within ten (10) business days\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\nthe parties fail to mutually select an arbitrator, then each party shall select\nan arbitrator 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 may be entered by any court having jurisdiction thereof.\nEach party shall bear its own costs associated with the arbitration 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 shall notify and provide USA's Account\nExecutive-Direct Response with a 3\/4' tape of any direct response or per-inquiry\nadvertisements Contractor intends to use at least ten (10) days prior to any\nintended 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                                       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\n          (f)  Neither party hereunder shall grant exclusivity to any purchaser\nof commercial advertising time in any of the three Series without first\nreceiving the other party'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     8.   (a)  Subject to Section 8(b) below, USA represents and warrants\nthat it shall carry one Live Wire Program and one Superstars Program every week\nduring the Term. Subject to Section 8(b) below, USA further represents and\nwarrants that it will carry one Raw Program at least fifty (50) out of every\nfifty-two (52) weeks of each season (September 28 - September 27) during the\nTerm. It is the present intent of USA, subject to occasional scheduling\nconflicts which may arise, to schedule its carriage of the Series as follows:\n\n               (i)  The carriages of the Raw Programs presently are scheduled to\ncommence at 9:00 PM, Eastern and Pacific time, on Mondays. USA, in its sole\ndiscretion, without any approval from Contractor (but subject to the notice\nprovisions below), may reschedule its carriage of these Programs, provided that\nthe starting time is no earlier than 7:00\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\nPM nor later than 9:30 PM, on such night of the week as USA, in it sole\ndiscretion, determines. Notwithstanding the foregoing, Contractor acknowledges\nthat one Raw Program each February, and two (2) Raw Programs each\nAugust\/September during the U.S. Open tennis tournament, shall be preempted from\ntheir regularly initially scheduled time period and may be carried during a\ncomparable time period on another day of the week. For these purposes, each\nrescheduled carriage may commence 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 (b) and\/or 8(d) 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 Raw Programs as set forth above, without giving\nContractor at least seventy-five (75) days prior notice thereof. However, in the\nevent 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               (ii)  The carriages of the Live Wire Programs presently are\nscheduled to commence between the hours of 10:00 AM and 11:00 AM, Eastern and\nPacific time, on Saturdays. USA, in its sole discretion, without any approval\nfrom Contractor (but subject to the notice provision below), may reschedule its\ncarriage of these Programs, provided that the starting time is no earlier than\n10:00 AM nor later than 2:00 PM, Saturdays. Notwithstanding the foregoing,\nContractor acknowledges that the Live Wire Program on December 25, 1999 and the\nLive Wire Program on January 1, 2000 shall be preempted from its initially\nscheduled time period and may be carried at any time on the same day, commencing\nat any time up to 11:30 PM\n\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\nthat night. In addition, USA shall not change the regularly scheduled day or\ntime of its carriage of the Live Wire Programs as set forth above, without\ngiving Contractor at least thirty (30) days prior notice thereof.\n\n               (iii)  The carriages of the Superstars Programs presently are\nscheduled to commence between the hours of 11:00 AM and 12:00 Noon, Eastern and\nPacific time, on Sundays. USA, in its sole discretion, without any approval from\nContractor, may reschedule its carriage of these Programs, provided that the\nstarting time is no earlier than 10:00 AM nor later than 2:00 PM, Saturdays or\nSundays. In addition, USA shall not change the regularly scheduled day or time\nof its carriage of the Superstars Programs, without giving Contractor at least\nthirty (30) days prior notice thereof.\n\n          (b)  The parties hereto acknowledge that from time to time, USA may\npreempt its scheduled carriage of any Program. USA agrees, however, that it will\nnot preempt its scheduled carriage of any Series more than two (2) times during\nany calendar quarter during the Term. If USA desires to reschedule its carriage\nof any preempted Program during the calendar week of such preemption, Contractor\nshall deliver a Program of the appropriate Series pursuant to the terms and\nconditions of this Agreement. USA will provide Contractor with at least thirty\n(30) days prior notice of its desire to receive a Program of the applicable\nSeries for any such preemption and the exact date and time it will carry the\nrescheduled Program.\n\n          (c)  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 Raw Program shall be\naccompanied by a Spanish language version. The Spanish language versions shall\nbe provided by Contractor at no additional charge to USA. USA\n\n                                       14\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\nalso shall have the right, at its own cost, to create its own Spanish subtitled\nversion of the Live Wire and Superstars Programs, such version subject to\nContractor's approval.\n\n          (d)  In the event that USA preempts and fails to reschedule any\nProgram pursuant to Section 8(b) above, the payment to be made by Contractor\npursuant to Section 7(b)(ii) above for the applicable twelve-month period shall\nbe reduced by an amount determined as follows: (i) for the September 28, 1998 -\nSeptember 26, 1999 period, (x) the amount of  ***** for any Raw Program\npreempted, and (y) the amount of ***** for any Live Wire Program or Superstars\nProgram preempted; (ii) for the September 27, 1999 - September 24, 2000 period,\n(x) the amount of ***** for any Raw Program preempted, and (y) the amount of\n***** for any Live Wire Program or Superstars Program preempted; and (iii) for\nthe September 25, 2000 - September 23, 2001 period, (x) the amount of  ***** for\nany Raw Program preempted, and (y) the amount of ***** for any Live Wire Program\nor Superstars Program preempted. In the event USA reschedules a preempted Raw\nProgram, so that the carriage of such rescheduled Raw Program commences at 11:00\nPM or later (but specifically not including the rescheduled Raw Programs\npursuant to Section 8(a)(i) above), the payment to be made by Contractor\npursuant to Section 7(b)(ii) above for the applicable twelve-month period shall\nbe reduced by the amount of *****. All payment reductions hereunder shall be\nmade from the installment payment immediately following the affected Program.\n\n          (e)  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                                       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\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 of the Raw Series, meeting USA Network's\ntechnical standards, 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 each Series.\n\n          (c)  USA agrees to include in the USA Network program service during\neach Thursday - Monday of the Term at least the following spots promoting one or\nmore of the Series hereunder: (i) ***** per each of such days in the early\nfringe daypart (4:00 PM - 7:00 PM), (ii) ***** per each of such days in the\nprimetime daypart (7:00 PM - 11:00 PM), and (iii) ***** per each of such days in\nthe late night daypart (11 :00 PM - 2:00 AM). The exact length of each spot to\nbe determined by USA, but in no event less than ***** each.\n\n                                       16\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     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, and the production, direction, recording and editing of the Programs.\nContractor shall obtain rights sufficient to allow it to fully perform its\nobligations hereunder.\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 and the three Series throughout the\nTerritory; it has the fully legal right, power and authority to enter into and\nperform this Agreement and to grant the rights to USA contained herein,\nincluding, without limitation, the right to broadcast and cablecast the Programs\nand each Series as herein provided; to the best of Contractor's knowledge, there\nis no outstanding contract, commitment, arrangement or legal impediment of any\nkind which is in conflict with this Agreement or which might in any way limit,\nrestrict or impair the rights granted to USA hereunder; and it will not, so long\nas this Agreement remains in effect, grant, or purport to grant, to any person,\nrights of any kind in the Programs or the three Series, the exercise of which\nwill derogate from, or be inconsistent with, the rights granted to USA\nhereunder;\n\n          (b)  The Programs and the three Series licensed herein do not, and the\nexercise by USA or by any party claiming under or through USA of the rights\nherein granted will not, infringe upon the common law rights, or the copyright,\nor the literary, dramatic, music, motion picture, or patent rights, or the\ntrademark or trade name of any person, and do not and will not violate the\nprivate, civil or property rights, or the right of privacy, of any person;\n\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\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 each Series and the\nPrograms, any music or excerpts thereof (whether original or recomposed) in each\nProgram, Contractor's name and oral and\/or visual portions of each Program, and\nany artwork or design created by or for Contractor in connection with the\nproduction of each Program, solely as news or information, for the purposes of\ntrade or for advertising purposes; provided, however, no direct endorsement by\n                                   --------  -------                          \nany such person of any product or service shall be used without such person's\nconsent;\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 and the\nthree Series provided in this Agreement; and no fee, compensation or any other\npayment whatsoever will ever be required to be made by USA to any producer,\ndirector, actor,\n\n                                       18\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\nwriter or any other person who performed services in or in connection with the\nPrograms or any of the three Series by reason of the use thereof as provided in\nthis 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 copyright, infringement of\nrights in material to be broadcast or cablecast or in the manner of presentation\nthereof, infringement of privacy rights and unauthorized use of material in\nPrograms hereunder; such policy includes a provision requiring the insurance\ncompany to give USA prompt notice of any revision, modification or cancellation\nthereof; USA is an additional insured in such policy; and such policy contains\nan endorsement deleting the condition thereof entitled 'Other Insurance' as to\nany insurance in force for or in the name 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     12.  USA warrants and represents that:\n\n          (a)  Subject to the provisions hereof, it shall broadcast or cablecast\nall 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 USA,\nthe sponsors of each Program or 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\n\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\ncorporation making use thereof, from and against any and all claims, damages,\nliabilities, costs and expenses, including reasonable counsel fees, arising out\nof or based upon:\n\n               (i)    the broadcast or cablecast of any Program or Series;\n\n               (ii)   the use of any materials furnished by Contractor\nhereunder, including commercial announcements;\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\n\n                                       20\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\nindemnifying party assumes the defense of any such claim or litigation, its\nobligation with respect thereto shall be limited to holding the indemnified\nparty harmless from and against any loss, damage or cost caused by or arising\nout of any judgment or settlement approved by the indemnifying party in\nconnection therewith.\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 Series is materially delayed, hampered,\ninterrupted or interfered with, neither USA nor Contractor shall have any\nliability or obligation to the other party hereunder with respect to the Program\nso affected, and the inability of USA to carry the affected Program shall not\nconstitute a preemption pursuant to Section 8(b) above. If more than three (3)\nconsecutive Programs of any Series are canceled or unable to be carried, at any\ntime thereafter until carriage of such Series has resumed, USA may terminate\nthis Agreement upon written notice to Contractor as to any or all of the Series\n(at USA's option) and neither party shall have any further obligations to the\nother party\n\n                                       21\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\nhereunder with respect to such Series, except with respect to the Programs of\nsuch Series theretofore delivered.\n\n     15.   (a)  Without prejudice to whatever other rights USA may have,\nat USA'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                (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,\n                                                               -------- \nhowever, that USA shall provide Contractor with specific written notice of the\n-------                                                                       \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                                       22\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               (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 ten (10) days after receipt by USA\nof written notice from Contractor; provided, however, that if USA is unable to\n                                   --------  -------\ncure, due to the nature of the failure, Contractor may not terminate if, within\nsuch ten (10) day period, USA has paid or indemnified Contractor for any loss\nresulting from such failure and has taken reasonable steps to prevent a\nrecurrence of such failure.\n\n     16.   The parties hereto expressly agree that the relationship between\nthem hereunder 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                                       23\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     18.   Any and all notices, communications and demands required or\ndesired to be given hereunder by either party hereto shall be in writing and\nshall be validly given or made if served either personally or if deposited in\nthe United States mail, certified or registered, postage prepaid, return receipt\nrequested. If such notice or demand is served by registered or certified mail in\nthe manner herein provided, service shall be conclusively deemed made forty-\neight (48) hours after the deposit thereof in the United States mail addressed\nto the party to whom such notice or demand is to be given as hereinafter set\nforth.\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: Vice President, Business Affairs and General\n                             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\n          Copy to:     THE WILLIAM MORRIS AGENCY, INC.\n                       151 El Camino Drive\n                       Beverly Hills, CA 90210\n\n                                       24\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                      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     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\nthan by a written instrument executed by both parties hereto. Each party hereto\nshall execute any and all further documents or amendments which either party\nhereto may deem necessary and proper to carry out the purposes of this\nAgreement.\n\n                                       25\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     23.   USA and Contractor each represents and warrants that it shall\nnot disclose 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\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                                       26\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          IN WITNESS WHEREOF, the parties have executed this Agreement as of the\nfirst date written above.\n\n                                          USA NETWORKS                \n                                                                      \n                                          By_________________________ \n                                                                      \n                                                                      \n                                          TITAN SPORTS, INC.          \n                                                                      \n                                          By__________________________ \n\n\n                                       27\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-42970","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\/42970","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=42970"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42970"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42970"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42970"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}