Grant Agreement [Masterchef USA] - LookSmart Ltd. and Educational Broadcasting Corp.
[LETTERHEAD OF THIRTEEN.WNET APPEARS HERE]
June 18, 1999
Mr. Val Landi
Vice President, Marketing
Look Smart
487 Bryant Street
San Francisco, CA 94107
Dear Mr. Landi:
This Agreement, made as of the 18/th/ day of June 1999, will confirm our mutual
understanding with respect to a Grant of Two Million One Hundred Thousand
Dollars ($2,100,000) by Look Smart ("Look Smart") to Educational Broadcasting
Corporation ("EBC") for the production of the television series presently
entitled MASTERCHEF USA (the "Series"), to be distributed nationally to public
television stations by the Public Broadcasting Service ("PBS"). The parties
agree as follows:
1. The Term: The Grant for the
Series is for a period of five years (i.e.
--------
2000-2005) commencing in May, 2000. Either party may terminate this
Agreement as of May, 2003, by giving written notice to the nonterminating
party on or before November 1, 2002. If this Agreement continues for the
fourth broadcast year, either party may terminate this Agreement as of
May, 2004, by giving written notice to the nonterminating party on or
before November 1, 2003.
2. The Series:
----------
(a) Description:
-----------
(i) Each broadcast year of the Series will consist of not less than
thirteen (13) half-hour weekly broadcasts featuring a
competition to find the best amateur chef in the USA.
(ii) EBC contemplates producing a one (1) hour special broadcast
(the "Special") for the Series which may be broadcast in
addition to the thirteen (13) broadcasts referred to in Section
2(a)(i) above, or in lieu of, one of the said broadcasts. In
the event that EBC produces the Special, some portion of the
Grant shall be applied to it and Look
1
<PAGE>
Smart shall receive underwriting credit for the Special in
accordance with the terms and conditions of this Agreement.
Nothing herein shall be deemed to require EBC to produce the
Special.
(b) Distribution and Scheduling: It is anticipated that the Series will be
---------------------------
distributed by PBS to local television stations throughout the United
States in April, 2000. It is expressly understood that local
scheduling and broadcast of the Series is within the sole discretion
of local television stations, and that the same applies to EBC's local
scheduling. EBC will notify, and will cause PBS to notify, all PBS
stations of Look Smart's partial national funding and request that any
local funders not be from businesses competitive with Look Smart,
namely, Internet Search engine/directory companies. Local funders on
EBC's facilities will not be competitive with Look Smart.
3. The Grant: Look Smart, as partial national funder, will pay EBC the sum
---------
total of Two Million One Hundred Thousand Dollars ($2,100,000 for the
production and presentation of the Series. The Series will also be
supported by other corporations, government, foundations, individuals and
public television sources, provided they are not businesses competitive
with Look Smart.
4. Payment:
-------
(a) Look Smart will make payment to EBC of the Grant as follows:
2000-2001
---------
One Hundred Five Thousand Dollars ($105,000) on contract signing;
One Hundred Five Thousand Dollars ($105,000) on the date of PBS' first
transmission of the Series;
One Hundred Five Thousand Dollars ($105,000) no later than three
months after the date of PBS' first transmission of the Series;
and, One Hundred Five Thousand Dollars ($105,000) no later than six
months after the date of PBS' first transmission of the Series;
2001-2005
---------
Two Hundred Ten Thousand Dollars ($210,000) on the date of PBS' first
transmission of the Series in each broadcast year;
2
<PAGE>
One Hundred Five Thousand Dollars ($105,000) no later than three
months after the date of PBS' first transmission of the Series in each
broadcast year;
One Hundred Five Thousand Dollars ($105,000) no later than six months
after the date of PBS' first transmission of the Series in each
broadcast year.
All payments shall be made to Educational Broadcasting Corporation,
450 West 33/rd/ Street, New York, NY 10001. Attention: Thomas A.
Conway, Treasurer.
(b) Nothing herein shall be deemed to require EBC to produce the Series.
(c) In the event that the Series is terminated before the end of the
scheduled broadcast period in any broadcast year during the Term, EBC
and Look Smart will negotiate in good faith as to an appropriate
reduction in the Grant for that year, and no payments for subsequent
years will be due.
5. Underwriting Credit:
-------------------
(a) Each program in the Series, including any and all repeat broadcasts,
during the Term, will carry an underwriting credit, not to exceed
fifteen seconds (:15) in length, at the beginning and conclusion, in
both audio and visual form, stating that Look Smart helped make the
Series possible, in part, by its Grant. Look Smart's announcement will
appear before that of any other underwriter. All underwriting credits
are subject to FCC regulations, PBS and EBC guidelines, and are
subject to approval by EBC and PBS.
(b) Look Smart will be responsible for all the costs of producing such
underwriting credits and understands that public television stations
will have the right to repeat a program in the Series, including the
Look Smart credits, for a period of up to two (2) years after the
initial release of the program by PBS. Look Smart will deliver the
completed and fully-approved credit to EBC in Beta format no later
than twelve weeks before the scheduled release of the first program of
each broadcast year.
6. Promotion/Advertising:
---------------------
(a) EBC and Look Smart will make a joint announcement of Look Smart's
funding of the Series. Look Smart will also have recognition on all
promotional and press materials for the Series that are created or
controlled by EBC. Inadvertent failure to identify Look Smart in any
particular instance will not be a breach of this Agreement.
3
<PAGE>
(b) EBC will assign a client service person as a liaison to Look Smart in
connection with the implementation of this Agreement.
(c) EBC will cause PBS to provide a hot link to the Look Smart site at the
PBS website www.pbs.org.
-----------
(d) Look Smart may make reference to its role as an underwriter of the
Series in program promotion and institutional promotion provided that
Look Smart affords EBC prior approval of any and all promotional
materials. Look Smart will not act in any manner so as to express or
imply institutional endorsement by EBC, its officers and employees, or
others who appear on or are connected with the Series, without the
prior permission of such parties.
7. Representation, Warranty and Indemnity:
--------------------------------------
(a) Look Smart represents and warrants, with respect to any material or
information which it provides in connection with the underwriting
credit, or for advertising or promotion of the Series, that it will
obtain the necessary permissions and releases and that the use of such
material or information as contemplated by this Agreement will not
violate or infringe upon the personal or proprietary rights of any
third parties. EBC represents and warrants, with respect to any
material or information which it provides in connection with the
underwriting credit or for advertising or promotion of the Series,
that it will obtain the necessary permissions and releases and that
the use of such material or information will not violate or infringe
upon the personal or proprietary rights of any third parties.
(b) Look smart will at all times indemnify, defend and hold EBC, its
trustees, officers and employees, harmless from and against any and
all claims, damages, costs, liabilities and expenses, including
reasonable attorney's fees, arising out of or in connection with any
breach or alleged breach of any warranty, representation, obligation,
undertaking or agreement made by Look Smart herein. EBC will at all
times indemnify, defend and hold Look Smart, its subsidiaries,
affiliates, officers and employees, harmless from and against any and
all claims, damages, costs, liabilities and expenses, including
reasonable attorney's fees, arising out of or in connection with (i)
any breach or alleged breach of any warranty, representation,
obligation, undertaking or agreement made by EBC herein, and (ii) all
content, production, distribution and broadcast of the programs in the
Series.
(c) The parties agree that notwithstanding anything to the contrary set
forth above, neither party will be liable for indirect, special or
consequential damages even in the event that the party being charged
was advised of the possibility of same.
4
<PAGE>
8. Miscellaneous:
-------------
(a) This Agreement is governed by the laws of the State of New York
applicable to contracts entered into and to be fully performed
therein. Any and all matters of dispute of any nature whatsoever
arising out of, or in any way connected with this Agreement, or the
relationship between the parties hereto, will be subject to
determination only by the Federal or State courts located in the State
of New York, within the County of New York. Look Smart and EBC hereby
consent and submit to the jurisdiction of such courts.
(b) Nothing herein shall be deemed to create any association, partnership,
or joint venture between EBC and Look
Smart.
(c) Neither party shall assign its rights or obligations hereunder
without the written consent of the other party.
(d) All notices given by either party under this Agreement must be in
writing and sent postage pre-paid to the other party at its address
given above, with notices to EBC sent with a courtesy copy to the
Office of General Counsel.
(e) This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and may not be amended or
modified except in writing signed by the parties.
If the foregoing accords with your understanding, please so indicate by signing
below at the place indicated.
Very truly yours, Accepted and Agreed:
EDUCATIONAL BROADCASTING LOOK SMART
CORPORATION
By: /s/ Thomas A. Conway, By: /s/ Val Landi
------------------------------ -------------------------------
Thomas A. Con
way, VP & CPO
Date: 7-7-99 Date: 6/28/99
---------------------------- -----------------------------
5