Term Sheet - World Poker Tour LLC and Travel Channel LLC
WORLD POKER TOUR
TERM SHEET
TITLE: World Poker Tour - Season 2 (13 X 120:00)
GRANTOR/PRODUCER: World Poker Tour LLC
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
delayed.
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
deal).
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
languages).
** **
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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.
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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.
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(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. **
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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.
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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.
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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
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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.
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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.
Sincerely:
TRAVEL CHANNEL, L.L.C.
By: /s/ RICK RODRIGUEZ
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Its: EVP/GENERAL MANAGER
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ACCEPTED AND AGREED TO:
WPT
By: /s/ Steven Lipscomb
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