PROGRAM LICENSE AGREEMENT THIS PROGRAM LICENSE AGREEMENT (this “Agreement”) is made as of October 1st, 2007 by and between Zeal Television USA, Inc., located at 420 Lincoln Road, Suite 500, Miami Beach, FL 33139 (“Zeal”), Animus Entertainment Group, LLC, located at 2140 South Dixie Highway, Suite 307, Miami, FL 33133 (“Animus”) (for the purposes of this Agreement, Zeal and Animus shall be collectively referred to as “Licensor(s)”), and Univision Communications Inc., located at 605 3rd Avenue, 12th Floor, New York, New York 10158 (“UCI”). 1. Parties: UCI, on the one hand, and Zeal and Animus, on the other.
2. Programs: Licensor jointly owns all right, title and interest in and to the programs described on Exhibit A attached hereto and by this reference incorporated herein (the “Programs”). Licensor hereby licenses to UCI the exclusive and irrevocable right to telecast, exhibit and otherwise use, exploit and sell the Programs, in whole or in part, with highlight rights, in and throughout the Territory during the Term (each as defined below) on a live an/or delayed basis in Spanish by any an all forms of cable, satellite, or free-over-the-air television. 3. Territory: The territory shall consist of the fifty states of the United States of America, including the District of Columbia and Puerto Rico, and the respective territories, possessions and commonwealths of the United States of America, including the U.S. Virgin Islands, Saipan, Guam, Bermuda, the Bahamas and any territory subject to the jurisdiction of an Indian tribe or band, or Alaskan village, which is recognized by U.S. federal law or formerly acknowledged by a state of the United States (the “Territory”). 4. Term: The Term commences on the Date of Signature of this Agreement and expires two (2) years later (the “Term”). 5. Consideration: In consideration of the rights granted herein, all rights conferred hereunder and the strict performance by Licensor of this Agreement, UCI agrees to pay Licensor a total of TWO MILLION U.S. DOLLARS (US$2,000,000.000) (the “Consideration”), which UCI shall pay to Licensor as follows: (a) US$200,000.00 due on or before signature of this Agreement; (b) US$400,000.00 due on March 1, 2008; (c) US$400,000.00 due on May 1, 2008; (d) US$400,000.00 due on June 1, 2008; (e) US$400,000.00 due August 1, 2008; and (f) US$200,000.00 upon delivery of the final Episode (as defined on Exhibit A).
a. Licensor will be responsible for arranging for, managing and paying all costs associated with all aspects of the production and delivery of the Programs to UCI, including, but not limited to, studio facilities and locations, players and other on-air performers, producers and other production personnel, scripts, writers, directors, prompters, technical equipment, scenery, props, legal clearances or permits, contest rules, prizes, and prize fulfillment, music synchronization rights, and music performance rights. b. The Episodes and Event will be produced in a manner for first-class television; in accordance with the Delivery Schedule in Exhibit A attached hereto. UCI’s sole obligation will be to pay the Consideration specified in Section 5 above. Timely delivery of the Episodes is of the essence of this agreement. 7. Promotion: Licensor will assist UCI in the promotion of the exhibition of the Programs, by furnishing UCI at its request with promotional materials (including still photographs of the participants in the Programs and cleared footage from previous qualifying and/or national matches). 8. Sponsorship Specifics: Licensor and UCI both acknowledge and agree that the Programs are being produced and broadcast based on a specific request from certain sponsors. The parties hereto agree to work together, in good faith, to deliver branding and marketing exposure in the Programs in accordance with the specifications defined to UCI by the sponsors (a copy of which is attached hereto as Exhibit B); provided, however, that it is Licensor’s sole responsibility to comply with any and all such sponsorship obligations. Licensor will deliver the brand exposure in strict accordance with the requirements set forth in Exhibit B. There shall be no more than four (4) sponsors, including Nissan and Sprint/Nextel, and the other two sponsors shall be from a non-competing area and not be a liquor company. 9. Live Event: The Programs shall conclude with the Event (as defined herein)--a real live soccer match between the competing teams in the Programs (the “Event”). Licensor shall be solely and exclusively responsible for any and all matters related to the staging of the Event including, without limitation, any and all costs incurred in staging of the Event (e.g. contracting with the stadium venue, ticket sales, concessions, gathering the teams, referees, etc.). Any and all ticket receipts and stadium sponsorship revenue from the Event and other stadium income shall revert exclusively to Licensor (i.e. any revenues not related to the television broadcast shall go to Licensor); The Event shall be staged at a venue and on a date mutually agreed to by the parties hereto in good faith. UCI acknowledges that Licensor shall have the right to contract a third party to stage the Event and that the Event might be staged and played as a Pre-Game to another Soccer Event. Such third party Event organizer shall be approved by UCI and/or Vidal, with approval not to be unreasonably withheld. 10. Creative Control: At all times, UCI has the sole and exclusive right to exercise creative control over the production and format of the Programs (including, without
limitation, any and all sponsorship of the Programs). The foregoing shall include, but is not limited to, on-air talent and promotional materials, whether on-air or off-air (e.g., banners, promotions, fan giveaways, sweepstakes, uniforms, etc.) selected for the Programs. UCI shall appoint a specific individual as the commissioning executive (the “Commissioning Executive”) who shall be responsible for all interaction with Licensor and Licensor shall be required to solely rely on the Commissioning Executive in all matters related to the production of the Programs. The interaction, on-going guidance and editorial approval shall be governed by and signed-off on in accordance with an initial written editorial specification submitted by Licensor and approved by the Commissioning Executive prior to the commencement of production. For the avoidance of doubt, any changes to the Programs (including, without limitation, changes in production studio or on-air talent) require the prior written approval of UCI. UCI reserves the right, in its sole discretion, to reject any of the Programs if UCI deems any such Program unacceptable, in which case Licensor will have a maximum of seventy-two (72) hours in which to deliver an acceptable Program to UCI. The parties agree to meet no less than 90-days prior to pre-production to discuss any and all production elements for the Programs (“PreProduction Date”). From the Pre-Production Date onward, the parties hereto shall either meet in person or speak by phone on a weekly basis to ensure that all production elements are in accordance with UCI’s instructions. Licensor acknowledges and agrees that the Commissioning Executive shall sign off on any and all production matters regarding the Programs (such approval by UCI not to be unreasonably withheld or delayed). 11. Rights:
a. Licensor will clear all third party material (including music) in the Episodes and Event for the entirety of the Term. b. UCI will also have the non-exclusive right to market and promote the Programs in all forms of media. c. Notwithstanding anything in this paragraph, the Licensor shall be allowed to grant the sponsors Nissan and Sprint/Nextel, through its agency the Vidal Partnership to use extracts from the Episodes and Event for promotional use, specifically related to El Juego Supremo (only), in all media without restriction, except television broadcasting, which shall be exclusively reserved for use by UCI. 12. Time Slot: UCI will cause the Programs to be exhibited over the Univision broadcast Network in accordance with the Broadcast Schedule substantially in the form of Exhibit C attached hereto. UCI will cause the Episodes and the Event to be exhibited on the Univision Network beginning late third quarter 2008 on Tuesdays from 10:0011:00 pm.
Representations and Warranties:
a. Zeal and Animus, jointly and severally, represent and warrant that: (i) they are authorized to enter into and perform its obligations under the terms of this Agreement; (ii) they have, or will obtain, all rights necessary to grant the rights provided for in this Agreement; and (iii) each of the Episodes and the Event will not, when exhibited pursuant to the rights granted herein, infringe upon the rights of any kind or nature whatsoever of any third party (including, without limitation any copyright, trademark, right of privacy or publicity, contract right, or so-called “moral rights of authors”). Zeal and Animus, jointly and severally will indemnify, defend and hold harmless UCI (and its officers, directors, stockholders, agents, employees, parent or subsidiary entities, affiliates, attorneys and permitted assigns), any of UCI’s sponsors and any sponsors’ advertising agencies from and against any all claims, damages, losses or costs of any kind (including reasonable outside attorneys’ fees and expenses) arising out of or in connection with any breach of Licensor’s representations, warranties or obligations under this Agreement. b. UCI represents and warrants that it is authorized to enter into and perform its obligations under the terms of this Agreement. UCI will indemnify, defend and hold harmless Licensor (and its officers, directors, stockholders, agents, employees, parent or subsidiary entities, affiliates, attorneys and permitted assigns), any sponsors of the Programs and any sponsors’ advertising agencies from and against any all claims, damages, losses or costs of any kind (including reasonable outside attorneys’ fees and expenses) arising out of or in connection with: (i) any breach of any of UCI’s representations, warranties or obligations under this Agreement; (ii) any material which has been added solely by UCI or its employees, agents or contractors to any completed Episode or Event after such completed Program has been delivered to UCI; or (iii) any unauthorized exploitation of any Program. 14. Confidentiality: The parties will keep the terms of this Agreement confidential and will reveal its terms only: (i) to employees, attorneys, accountants and other agents on a need-to-know basis; or (ii) as may be required or compelled by law. 15. Insurance: Throughout the Term, Licensor shall, at Licensor’s sole cost and expense, obtain and maintain in effect the following insurance coverages with respect to any claims or liabilities that may arise in connection with its activities hereunder: (a) Statutory Worker’s compensation insurance covering its employees for work relating to the Programs; (b) Comprehensive commercial general liability insurance (including automobile coverage); and (c) Errors and Omissions coverage (also known as Broadcasters or Media Professionals Liability Insurance). The policies referenced in Sections (b) and (c) above shall carry limits of not less than US$1,000,000 per occurrence/US$2,000,000 annual aggregate. The insurance referenced in Section (c) above, shall remain in full force and effect for a period of one (1) years after the expiration of the Term and respond to any claims arising from the production or exhibition of the Programs including without limitation, liabilities for infringement or misappropriation of any person’s intellectual property rights (including without
limitation, copyright, trademarks, patents, trade secrets, know-how and other present and future property and/or proprietary rights of a similar nature), rights of publicity or rights of privacy, and false advertising. All of the foregoing policies shall be on an “occurrence” form and shall name UCI, Univision Communications Inc., their parents, divisions, subsidiaries, affiliated companies, officers, directors, and employees as additional insureds (excluding only the workers compensation coverage). With respect to each of these insurance policies, Licensor shall furnish UCI a binder of coverage or an endorsement (said binder or endorsement shall name the aforementioned parties and be issued directly by the insurance carrier and shall be in the form reasonably satisfactory to UCI) prior to the commencement of production. A binder or endorsement of a blanket policy meeting the specifications herein shall be acceptable to UCI. Each of the foregoing policies shall be primary and not excess of or contributory to any other insurance provided for the benefit of or by UCI, and shall provide that at least thirty (30) days advance written notice of any cancellations, non-renewal or other material change in the policy shall be accorded UCI. Licensor shall not make any revision, modification or cancellation of any such policy that may affect UCI’s rights without UCI’s prior-written consent. Notices regarding insurance shall be sent to: c/o _________________________. 16. Force Majeure: Notwithstanding anything herein contained to the contrary, neither party shall be liable to the other in damages because of any failure to perform hereunder caused by any cause beyond its control, including but not limited to fire, earthquake, flood, epidemic, accident, explosion, casualty, labor controversy, strike, lockouts, riot, civil disturbance, act of a public enemy, embargo, war, act of God, any governmental ordinance or law, the issuance of any executive or judicial order, any failure or delay or any transportation agency, any failure or delay in respect to any electrical or sound equipment or apparatus, or by any laboratory, any failure without fault, to obtain material, transportation, power or any other essential thing required in the conduct of its business or any similar cause (an "Event of Force Majeure"). For the avoidance of doubt, the parties hereto acknowledge and agree that: (i) UCI’s payment obligations shall be suspended during an Event of Force Majeure; and (ii) under no circumstances shall an Event of Force Majeure relieve Licensor of its obligation to hold the Event and, in such event, UCI and Licensor shall mutually agree upon a date and time to reschedule the Event. 17. Termination: In addition to each party’s other rights at law, in equity or pursuant to other provisions of this Agreement, each party may by notice to the other terminate this Agreement: (i) if the other party (the "Breaching Party") is in material breach of this Agreement, provided however, that if such breach is of the type that is curable, then the non-breaching party shall not exercise its termination or other rights at law or in equity hereunder unless the non-breaching party has, by so notifying the Breaching Party, given the Breaching Party no more than fifteen (15) days from the time such notice is received to fully cure such material breach and to demonstrate to the non-breaching party that such material breach has been cured immediately, provided, however, that UCI may exercise its termination or other rights hereunder immediately if Licensor fails to deliver any Program when it is required to be delivered; (ii) immediately if the other party has filed a petition in bankruptcy, is insolvent or has sought relief under any law related to its
financial condition or its ability to meet its payment obligations; or (iii) if any involuntary petition in bankruptcy or insolvency has been filed against the other party, or any relief under any such law has been sought by any creditor of the other party, unless such involuntary petition is dismissed or such relief is denied within sixty (60) days after it has been filed or sought. The other party will cease to have any obligations under this Agreement from the date of any such termination. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers effective the day and year first above written. Animus Entertainment Group LLC By: Name: Title: Univision Communications Inc. By: Name: Title: Zeal Television USA, Inc. By: Name: Title:
EXHIBIT A Program Details “El Juego Supremo” I. The “El Juego Supremo” Concept: Details to be inserted by Licensor II. The “Program(s) shall consist of the following: (A) “El Juego Supremo”: Details to be inserted by Licensor (B) “El Juego Supremo Live Event”: Details to be inserted by Licensor
III. Delivery: Licensor will: (A) deliver to UCI the five (5) “El Juego Supremo” episodes on or before the following dates: (i) (ii) (iii) (iv) (v) Episode #1- UCI to specify Episode #2- UCI to specify Episode #3- UCI to specify Episode #4- UCI to specify Episode #5- UCI to specify
(B) Make a clean feed of the Event available to UCI live on such date and time as designated by UCI. It will be UCI’s responsibility to coordinate satellite delivery of the live event.
EXHIBIT B SPONSORSHIP SPECIFICS
EXHIBIT C BROADCAST SCHEDULE
ADDENDUM A MARKS & LOGOS PACKAGE Brand Integration Sponsor For a $200,000 brand integration fee the associated sponsor shall receive the right to use EJS and special event marks and logos in the content of 2 of the 5 Episodes and in the Event itself. Such associated sponsor can not use the brand of EJS outside of the context of the show unless they pay a nominal fee of $______. There will be up to 4 advertisers for the show (including Nissan and Sprint/Nextel) and the other 2 brand integration sponsors shall not be a company whose primary business is the sale of alcohol, liquor or spirits.
El Juego Supremo – National Rights – SPRINT/NEXTEL Category SPRINT/NEXTEL will receive exclusive rights in the following categories: • Wireless Service Provider of EJS Designations • “Official Wireless Partner of El Juego Supremo” • Designations to be mutually agreed upon Intellectual Property Rights The right to use EJS & special event marks in both national and local market advertising, marketing, and promotional campaign collateral. The right to use the likeness of approved EJS athletes. Photo Day SPRINT/NEXTEL will receive ____(_) _-hour photo day with up to _ (_) players to support specific promotional efforts. Animus/Zeal will be responsible for securing players; SPRINT/NEXTEL will be responsible for coordinating and securing all travel arrangements, Game Footage SPRINT/NEXTEL will receive access to past event footage for any advertising, marketing and promotion collateral material. EJS Player Appearances • ___ (_) player appearances per year • Appearances not to exceed _____ (__) minutes each • No more than __ appearances for any team
Entertainment SPRINT/NEXTEL will be the exclusive sponsor of potential EJS-produced entertainment & concerts and at all EJS special events throughout the year. Opportunities may include but are not limited to: • Title sponsor of the following ○ EJS Halftime Show • Animus/Zeal will work with SPRINT/NEXTEL to activate around these events (e.g. on-stage signage, product integration, etc…) Merchandise SPRINT/NEXTEL will receive: • ___ (__) EJS team jerseys per year • ___ (__) EJS soccer balls per year EJS Award SPRINT/NEXTEL will receive the title sponsorship of a mutually agreed upon EJS award Tickets and Hospitality EJS: • Up to ___ VIP ticket/event packages • Game Suite Accommodation (including food/beverage; per availability / stadium restrictions) • Pre-game field access and photo opportunity Group Tickets: • A cumulative block of up to ______ tickets may be used at SPRINT/NEXTEL’s discretion Premium Rights SPRINT/NEXTEL will receive: • Right to create branded items, bearing the EJS mark and SPRINT/NEXTEL’s brands’ logos • May be given away or sold at a subsidized price either once or on a limited basis • All premium rights will be subject to Animus/Zeal’s approval prior to production and distribution Field Board Signage SPRINT/NEXTEL will receive • ____ (__) television-view _’x__’ field board locations for EJS Game Print (Game Program/Media Guide) SPRINT/NEXTEL will receive: • One (1) full-page, four-color ad in the official program of the EJS Game
New Media / Content Based on Sprint/Nextel Wireless’ capabilities and Sprint/Nextel’s media purchase of EJS, Animus/Zeal will provide all of the mobile content available to Animus/Zeal. Specific deliverables to be mutually agreed upon.
The Business Opportunity As the official Wireless Service of EJS, SPRINT/NEXTEL will “own” this exciting soccer property and the passionate consumer market which follows it. Package Details Term: Territory: Property: _______________ U.S. and Territories EJS Broadcast Rights New Media/Content Consideration: 2008 $________________
El Juego Supremo – National Rights - NISSAN Category NISSAN will receive exclusive rights in the following categories: • Automobile Provider of EJS Designations • “Official Automobile Partner of El Juego Supremo” • Designations to be mutually agreed upon Intellectual Property Rights The right to use EJS & special event marks in both national and local market advertising, marketing, and promotional campaign collateral. The right to use the likeness of approved EJS athletes. Photo Day
NISSAN will receive ____(_) _-hour photo day with up to _ (_) players to support specific promotional efforts. Animus/Zeal will be responsible for securing players; NISSAN will be responsible for coordinating and securing all travel arrangements, Game Footage NISSAN will receive access to past event footage for any advertising, marketing and promotion collateral material. EJS Player Appearances • ___ (_) player appearances per year • Appearances not to exceed _____ (__) minutes each • No more than __ appearances for any team Entertainment NISSAN will be the exclusive sponsor of potential EJS produced entertainment & concerts and at all EJS special events throughout the year. Opportunities may include but are not limited to: • Title sponsor of the following ○ EJS Halftime Show • Animus/Zeal will work with NISSAN to activate around these events (e.g. on-stage signage, product integration, etc…) Merchandise SPRINT/NEXTEL will receive: • ___ (__) EJS team jerseys per year • ___ (__) EJS soccer balls per year EJS Award NISSAN will receive the title sponsorship of a mutually agreed upon EJS award Tickets and Hospitality EJS: • Up to ___ VIP ticket/event packages • Game Suite Accommodation (including food/beverage; per availability / stadium restrictions) • Pre-game field access and photo opportunity Group Tickets: • A cumulative block of up to ______ tickets may be used at NISSAN’s discretion Premium Rights NISSAN will receive: • Right to create branded items, bearing the EJS mark and NISSAN brands’ logos • May be given away or sold at a subsidized price either once or on a limited basis
• All premium rights will be subject to Animus/Zeal’s approval prior to production and distribution Field Board Signage NISSAN will receive • ____ (__) television-view _’x_’ field board locations for EJS Game Print (Game Program/Media Guide) NISSAN will receive: • One (1) full-page, four-color ad in the official program of the EJS Game
The Business Opportunity As the official Automobile of EJS, Nissans will “own” this exciting soccer property and the passionate consumer market which follows it. Package Details Term: Territory: Property: _______________ U.S. and Territories EJS Broadcast Rights Consideration: 2008 $________________