Sample Business Contracts

Term Sheet - World Poker Tour LLC and Travel Channel LLC

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                                WORLD POKER TOUR
                                   TERM SHEET

TITLE:               World Poker Tour - Season 2 (13 X 120:00)


EXCLUSIVE RIGHTS:    Producer represents and warrants that the programs herein
                     are the exclusive Television programs covering the poker
                     tournaments currently known as the World Poker Tour (the
                     "Tour") in the Territory as defined below.

PROGRAMS:            To be produced by Producer in accordance with a treatment
                     and Program Materials approved by TRV.

TERM:                From the date of execution of this Agreement, until the
                     earlier of the point in time that TRV fails, if ever, to
                     exercise an Option hereunder, or the date of the delivery
                     and acceptance of the broadcast master of the final episode
                     of Season VII, such acceptance not to be unreasonably

GRANT OF RIGHTS:     Subject to the Holdback, exclusive Non-Standard
                     Television and Transportation Non-Theatrical rights in the
                     United States Territory (as defined in the Season One

LICENSE PERIOD:      Four (4) years, commencing upon the earlier of first
                     exhibition or sixty (60) days after final delivery. For the
                     purpose of clarity, any existing license will not be
                     limited by the Term, but will continue until the four (4)
                     years are complete.

RUNS:                Unlimited.

TERRITORY:           The United States, its territories and possessions (all

**                   **

HOLDBACK:            Except as authorized by TRV, neither the Series, nor any
                     elements or versions thereof, will be exhibited on any form
                     of Standard Television in the Territory during the License
                     Period, which means that Grantor will not authorize or
                     permit, any third parties to exhibit the Series nor any
                     elements or versions thereof, on any form of Television in
                     the Territory during the License Period. Notwithstanding
                     the foregoing, WPT may use clips in the promotion of the
                     Tour, provided that no use exceed 2 minutes consecutive, 7
                     minutes in the aggregate, without TRV's prior approval. **
                     In the event that TRV is not involved in the production of
                     any Additional Programs (e.g. if TRV does not exercise its
                     Option) WPT's Holdback restrictions shall be according to
                     Paragraph 5 of the Attachment to the Season One Agreement.

LICENSE FEE:         **

EDITORIAL:           Editorial approvals and controls shall be per the Season
                     One agreement.

PRODUCTION BUDGET:  Producer represents and warrants that the Production Budget
                    is no less than Two Hundred Fifty Thousand dollars ($250,000
                    USD) per two-hour episode. TRV shall have the right to
                    approve the Production Budget. Such approval not to be
                    unreasonably withheld.

PREMIERE:           TRV shall have the World Television premiere of each
                    Program in the Series, which will occur or be deemed to have
                    occurred no later than 90 days after the delivery of the
                    final program materials hereunder.

PAYMENT SCHEDULE:   Mutually agreed in accordance with the reasonable cash flow
                    needs of the production.

Specials:           TRV will order four two-hour specials for each new season.
                    TRV orders from Producer under the following paragraph
                    relating to new Seasons. The budgets shall be negotiated in
                    good faith based on the actual needs of production, but if
                    no agreement can be reached then the budget increase shall
                    be no be no greater than 5% above the last negotiated fee
                    for a two-hour special from the preceding season. **

New Seasons:        TRV shall have five (5) consecutive, dependent, exclusive
                    options (each, an "Option"), exercisable in TRV's sole
                    discretion, to require Producer to produce and deliver to
                    TRV, additional seasons of the Program (each, a "Season") of
                    thirteen (13) episodes per Season (each, an "Additional
                    Program"). TRV may exercise its Option for each Season by
                    giving Producer written notice of such exercise no later
                    sixty (60) days prior to the commencement of production on
                    the first poker tournament of the next WPT season with the
                    proviso that WPT give 180 days formal written notice to TRV
                    of the start of such WPT season. If any Option is exercised
                    by TRV, all of the terms and conditions hereof shall be
                    equally applicable to each and all of the Additional
                    Programs and shall govern the respective rights, duties and
                    obligations of the parties hereto with respect to each and
                    all of such Additional Programs, except only as follows:

                         (i) The applicable Treatment, Production Schedule and
                    Program Materials for the Additional Programs shall be
                    subject to TRV's approval with respect to each Season and
                    Special. The Payment Schedule is to be mutually agreed by
                    the parties in keeping with the reasonable cash flow needs
                    of the production.


                         (ii) The applicable License Fee for the Additional
                    Programs with respect to each Season shall increase by five
                    percent (5%) per season. Producer will maintain production
                    values comparable to the current standards in the cable
                    television industry at the time of production taking into
                    account the TRV-approved budget.

                    In the event Producer continues to organize the World Poker
                    Tour, but gives TRV formal notice in writing that it does
                    not intend to produce the television series for a particular
                    season (which such election by Producer shall not be a
                    breach of this Agreement), TRV, at its election, shall have
                    the right to commission another production entity to produce
                    the series that season, including a license to use the World
                    Poker Tour name and marks in a manner consistent with the
                    rights granted to DCI in this Agreement in such series,
                    along with all other necessary intellectual property rights
                    necessary to comply with the terms of this Agreement and to
                    produce programs consistent with the quality, theme and
                    content of the Programs, in all cases subject to TRV
                    editorial control. In such a case, TRV would own all
                    Television and Non-theatrical Rights in these programs
                    throughout the world, in perpetuity and would pay Producer a
                    license fee of ** for each calendar year TRV runs each
                    episode or program in the Territory, all other rights shall
                    be negotiated in good faith ** In the event that Producer
                    elects - at its sole discretion - not to continue organizing
                    the World Poker Tour, TRV shall have an exclusive right of
                    first negotiation and last refusal (as defined in the Season
                    One Agreement) to acquire the rights to organize and sponsor
                    the Tour.


SPONSORSHIPS:       TRV and Grantor agree to develop a target list of potential
                    naming sponsors for the World Poker Tour television series.
                    There shall be only one (1) naming sponsor for the entire
                    World Poker Tour television series (e.g. The Coors World
                    Poker Tour). The benefit of the sale (i.e. all monies and
                    other considerations) of the name itself shall accrue to
                    Grantor. **

                    Individual Program entitlements shall not be sold. Producer
                    acknowledges that any off-air entitlements will not include
                    any on-air obligations for TRV.

                    TRV shall have the exclusive right to sell all other
                    audio-visually represented sponsorships in the Program (e.g.
                    the Amazon Poker Lingo). WPT will work with TRV to
                    organically integrate these opportunities into the graphics
                    of the show. TRV and WPT agree and acknowledge that as such
                    sponsorships incorporated into the Programs shall be
                    incorporated in such a manner to be removable for
                    international television distribution). Any and all
                    additional out-of pocket costs for such integration taking
                    place outside of the TRV-approved production budget will be
                    borne exclusively by TRV (in addition to and separate from
                    any fees paid hereunder). It is understood that no in-show
                    placement/integration opportunity will be sold by TRV in the
                    categories of Hotels, Casinos or on-line gaming. For
                    purposes of clarity, this paragraph shall not be construed
                    to restrict TRV's ability to sell traditional commercial
                    spots to these categories during broadcast of World Poker
                    Tour shows on TRV, except that TRV agrees not to sell
                    "billboards" in the categories of on-line gaming, casinos,
                    and hotels.

                    Subject to the restrictions above, TRV shall have the
                    exclusive right to sell all other television/on-air
                    sponsorships/media in the Series in the Territory.


                    For clarity, WPT will not be restricted from selling Event
                    Sponsorships that have no television component. WPT will
                    coordinate with TRV to minimize conflicts in sponsorship
                    categories. WPT further acknowledges and agrees that it will
                    not sell such off-air sponsorships in the categories of
                    adult entertainment (e.g. x-rated) and firearms.

                    Grantor will be allowed to provide banner space to its
                    member casinos, around the WPT final table. TRV shall have
                    the right to pre-approve any such casino in its sole
                    discretion, such approval not to be unreasonably withheld.
                    TRV hereby approves ** for purposes of clarity, the manner
                    and placement of such banners shall be subject to TRV's
                    editorial approval.


                    WPT shall be allowed to do a trade-out with a TRV-approved
                    airline to help defray travel costs to the production, and
                    include a credit and an audio mention (i.e. "promotional
                    consideration provided by") at the end of the applicable
                    Program episode.

DELIVERY DATE:      Production Schedule subject to TRV's approval, with the
                    first two episodes required for air on March 1, 2004. The
                    remaining episodes will deliver on a weekly basis commencing
                    on March 15, 2004.

EDITING RIGHTS:     Per Season One.

TALENT:             Without limiting the foregoing, TRV will have the right to
                    approve the talent used for the Series and the Programs
                    (e.g. announcers and host), taking into account the
                    TRV-approved budgets and talent availability. TRV has
                    approved as talent Vincent Van Patten, Shana Hiatt and Mike
                    Sexton with the proviso that their talent agreements are
                    consistent with this agreement unless any inconsistencies
                    are pre-approved by TRV in writing. **

PROMOTION:          TRV agrees to allow Producer to include during each program
                    two tosses to Travel Channel's web site, which will include
                    a page co-branded with TRV and WPT. Such TRV Web site will
                    contain prominent links to the World Poker Tour web site,
                    the placement and number of such links to be determined by
                    TRV in its sole discretion. TRV will not use the WPT name,
                    trademark, logo, and/or images


                    in any co-promotion of the program with an external third
                    party (other than use of such in the title of the Series and
                    for the promotion thereof) without the express written
                    consent of WPT, such consent not to be unreasonably
                    withheld. For the avoidance of doubt, Producer acknowledges
                    and agrees that nothing in this paragraph shall restrict
                    TRV's right to use the name or logo "World Poker Tour" (as
                    such name or logo is used as title of the Series) for TRV's
                    promotion of the Series or the TRV networks, including
                    advertising with third parties (for purposes of clarity,
                    TRV's right to use the World Poker Tour name or logo as set
                    forth herein shall not extend to using the World Poker Tour
                    name or logo as such name or logo relates to the World Poker
                    Tour entity apart from the Program in any manner that would
                    imply sponsorship by the World Poker Tour entity of a third
                    party). Notwithstanding anything to the contrary herein, and
                    subject to TRV's right to use the WPT name and logos as set
                    forth in the preceding sentence, TRV acknowledges and agrees
                    that it shall not use the WPT name logo, images or other
                    intellectual property in a manner that connotes the WPT' s
                    endorsement of a third party name or brand.

**                  **

OTHER TERMS:        WPT represents sad warrants that it has long-term agreements
                    with the individual tournaments that will make it possible
                    to maintain a Tour of the same or comparable (if approved by
                    TRV) events under this agreement.


                    A sole "Created by" credit for Steven Lipscomb.

                    If TRV does not broadcast each Episode two (2) times prior
                    to the later of (a) October 31st of the year in which the
                    Episode is delivered to TRV and (b) three (3) months after
                    delivery and acceptance of the final episode of the Program
                    to TRV, then, upon written notice by Grantor, as Grantor's
                    sole remedy for such non-broadcast only (and nor for any
                    other potential breach by TRV) TRV's Non-Standard Television
                    rights and Transportation Non-Theatrical Rights licensed
                    hereunder become non-exclusive.

                    All the other terms are according to the Season One deal.

                    A long form agreement will be forwarded to you in the next
                    few weeks. It will incorporate the above deal points and
                    definitions, including TRV's standard terms and conditions
                    for programming agreements as modified in the Season One
                    deal to the extent that those terms apply to this Agreement.
                    Any provisions not provided herein shall be subject to good
                    faith negotiations. In the interim, this letter shall serve
                    as our binding agreement.


                    TRAVEL CHANNEL, L.L.C.

                    By: /s/ RICK RODRIGUEZ

                    Its: EVP/GENERAL MANAGER

                    ACCEPTED AND AGREED TO:


                    By: /s/ Steven Lipscomb