PRODUCTION SERVICES AGREEMENT
This Production Services Agreement (together with all exhibits and attachments hereto,
the “Agreement”) is made and entered into as of ______________, 2015 by and between LABC
Productions, LLC (“LABC”) and ______________ (“Contractor”) with respect to LABC’s
engagement of Contractor to render production services as required by LABC in connection with
the production of one or more proposed documentaries as described below. In consideration of
the mutual covenants and agreements set forth below, and for other good and valuable
consideration, the adequacy and receipt of which are acknowledged, the parties agree as follows:
1. Condition Precedent. LABC shall have no obligations hereunder unless and until it receives
a copy of this Agreement duly and effectively executed and delivered by Contractor (and
agreed to and accepted by Tongal, Inc. (“Tongal”) as evidenced by the signature of a duly
authorized representative of Tongal).
2. Basic Obligations.
(a) Engagement. LABC hereby engages Contractor to render the Services (as defined
below) for the program described on Schedule 1, attached hereto (the “Program”). The
parties may mutually agree to add additional program(s), each to be treated as a Program
pursuant to the terms hereunder, upon execution by both parties of a Schedule
substantially in the form of Schedule 1 referencing each such additional Program.
References herein to Schedule 1 shall be deemed to reference each such additional
executed Schedule for the respective Program.
(b) Production Services. Contractor shall, on an independent contractor basis, produce,
complete and deliver to LABC the Program as a first class television program and
provide and supervise all production services in connection with the Program, including,
without limitation, all of the services listed on Exhibit A attached hereto and incorporated
herein by reference, in accordance with the provisions of this Agreement (all such
services required of Contractor hereunder being collectively referred to herein as the
“Services”). Without limiting the generality of the foregoing, the Services shall include
the hiring and/or furnishing (or, if approved in writing by LABC, the subcontracting for
the hiring and/or furnishing) of all personnel, services, location permits, work permits,
facilities, equipment and materials reasonably necessary for production, completion and
delivery of the Program. Contractor shall keep LABC informed at all times regarding the
status of the Services and the production of the Program and shall provide all such
additional information to LABC as LABC shall request.
(c) Production Plan. Contractor shall provide LABC with a production and post-production
schedule (a “Production Plan”) for the Program. The Production Plan shall be subject to
LABC’s written approval. It shall be Contractor’s responsibility to keep the production
on schedule in accordance with the Production Plan.
(d) Delivery. At Contractor’s sole cost and expense, on or before the applicable dates set
forth on the Delivery Schedule, Contractor agrees to deliver the “Deliverables” (i.e., the
Program and all of the physical materials and items enumerated in the LABC-approved
1
delivery schedule for the Program as set forth in Schedule 1 (each, a “Delivery
Schedule”) free of all liens, claims, charges, limitations, restrictions and encumbrances
of any kind, fully cut, edited, scored and ready for broadcast and other exploitation in all
respects, and in compliance with the terms and conditions hereof. Contractor shall
deliver either (i) one (1) new HD master videotape, in 4k, of the Program, or (ii) if
delivering the Program via file, a Broadcast Master and a Premiere/Edit Master, and 4k
Master, in compliance with the applicable technical specifications for the final Program
master, as referenced in the Delivery Schedule, as set forth in Exhibit B, attached hereto
and incorporated herein in full by this reference. Contractor acknowledges that time is
of the essence.
(e) Controls. All of Contractor’s services and activities pursuant to this Agreement shall be
subject to the supervision and control of LABC at all times. Without limiting the
generality of the foregoing, Contractor shall fully and meaningfully consult with LABC
throughout the production of the Program regarding all artistic, creative, technical,
employment and business elements and decisions and the rendition of Contractor’s
services hereunder, and Contractor’s engagement of creative, artistic, technical and other
personnel required for the performance of the Services and the terms of their engagement
shall be subject to LABC’s prior written approval.
(f) Budget. Contractor shall prepare a budget for the Program (“Budget”), to be approved
by LABC before filming begins. Contractor shall not deviate materially from the Budget;
it being understood that Contractor shall be solely responsible for any costs or overages
associated with the Budget.
(g) Payment of Production Services Fee.
(i) In full consideration for the production of the Program and all services to be rendered
or furnished by Contractor, all Deliverables and all rights granted and representations,
warranties and agreements of Contractor made hereunder, LABC shall pay Contractor
the production services fee (the “Fee”) set forth on Schedule 1. The Fee shall be
payable within 30 days of invoice by Contractor in accordance with the following
schedule: Fifty percent (50%) upon execution of this Agreement and approval of the
Budget by LABC, Twenty five percent (25%) upon approval of the Program rough
cut by LABC, and Twenty five percent (25%) upon approval of final Deliverables by
LABC.
(ii) In no event shall LABC be responsible for any costs and/or expenses relating to the
Services, Deliverables, Budget, or the Program other than the Fee.
(h) Third Party Agreements.
(i) With the exception of individual general releases and location releases, for which
Contractor shall use LABC’s provided form, all third party agreements in connection
with the provision of the Services shall be entered into solely by Contractor in its own
name (unless LABC specifies in writing to the contrary) for the benefit of LABC, and
the terms thereof shall not conflict with this Agreement. Notwithstanding the
2
foregoing, Contractor shall not enter into any third party agreements without the prior
written approval of LABC, which approval LABC may withhold in its sole discretion.
Contractor shall obtain from all third parties with whom it contracts in connection
with the Program the exclusive, irrevocable and unrestricted right to use and
authorize others to use the results and proceeds of their services in connection with
the Program in all media, whether now known or hereafter devised, throughout the
universe in perpetuity.
(ii) Without limiting LABC’s approval rights as set forth above, Contractor agrees that all
contracts and agreements with persons or entities rendering services, furnishing
facilities, equipment or other material or granting rights in connection with the
production or delivery of the Program shall contain terms and conditions customary
in the U.S. television production industry for the applicable type of services, materials
or rights being rendered, furnished or granted and shall be fully assignable to LABC
or its designees, and Contractor shall pay all costs, fees and expenses incurred in
connection with such contracts and agreements and otherwise in connection with the
rendition of the Services as and when due.
(iii) It is expressly understood that all rights and benefits flowing to Contractor under
each such contract and agreement shall inure to the benefit of LABC and shall be
deemed, and hereby are, irrevocably assigned to LABC throughout the universe in
perpetuity concurrently with the effectiveness of such contract or agreement. It is
further agreed that Contractor shall fully and completely satisfy and discharge all
obligations and liabilities undertaken by Contractor in connection with each such
contract and agreement.
(i) Compliance with Law. The Program shall be produced, and the Services shall be
provided, in accordance with all applicable collective bargaining agreements, laws
(including, without limitation, all applicable U.S. and foreign laws), statutes, ordinances,
rules, regulations and requirements of all governmental agencies and regulatory bodies.
Contractor shall duly and promptly apply for and provide all necessary consents, licenses
and permits, which may be required from any governmental agency or authority of
competent jurisdiction in connection with this Agreement, including, without limitation,
in connection with the production, completion and delivery of all Deliverables. Without
limiting the generality of the foregoing, Contractor acknowledges that it is a crime under
Section 507 of the United States Federal Communications Act for any person in
connection with the production or preparation of any program intended for broadcasting
to accept or pay any money or provide any service or other valuable consideration for the
inclusion of any matter as a part of any such program without disclosing the same to the
employer of the person to whom such payment is made or to the person for whom such
program is being produced, and that it is LABC's policy not to permit any employee to
accept or pay any such consideration. Contractor represents that Contractor has not
accepted and will not accept and has not paid and will not pay any money or provide
services or other valuable consideration for the inclusion of any “plug,” reference or
product identification or other matter in the Program without LABC’s prior written
approval.
Contractor acknowledges and agrees that Tongal and LABC have advised
3
that Tongal is obligated pursuant to a separate confidential agreement between Tongal
and LABC to run the project in accordance with all applicable Laws.
(j) Non-Guild. Contractor acknowledges that LABC is not a party to, and has no present
intention of becoming a party to, any guild or other collective bargaining agreement(s)
(e.g., SAG, AFTRA, WGA, etc.). Contractor shall ensure that all participants in the
Program acknowledge the foregoing and that no guild or collective bargaining
agreement-related compensation shall be payable by LABC or any of the LABC
Affiliated Companies (as defined below) to the participants at any time in connection
with the Program and LABC’s use and/or exploitation thereof. In addition to LABC’s
other rights and remedies hereunder, Contractor shall fully defend (at LABC’s request),
indemnify and hold harmless LABC and the LABC Affiliated Companies from and
against any and all claims with respect to the Program arising from or in connection with
any guild or other collective bargaining agreement(s).
(k) Inspection. LABC at any time may inspect and/or cause to be inspected the production of
the Program and the performance of the Services, and LABC may make objections
thereto to Contractor, which Contractor agrees to promptly correct.
(l) Insurance. Contractor shall secure and maintain, at its sole cost and expense, in
connection with the Services and production of the Program, all customary and necessary
insurance policies, including, without limitation, comprehensive general liability
insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence /
Two Million Dollars ($2,000,000) in the aggregate, employer’s liability insurance in a
minimum amount of One Million Dollars ($1,000,000) per occurrence, and statutory
worker’s compensation insurance, errors and omissions insurance with limits of not less
than One Million Dollars ($1,000,000) per occurrence / Two Million Dollars
($2,000,000) in the aggregate, which policies shall list LABC and the LABC Affiliated
Companies as additional insureds (the “Insurance”). Contractor shall deliver to LABC a
certificate evidencing the Insurance required by this section upon the execution of this
Agreement.
(m) Confidentiality. Contractor shall keep confidential all matters relating to the Program
(including, without limitation, the script, the plot, or any elements thereof, any set design,
props or effects, or activities of the cast and crew) and LABC's business or production
activities, and shall not furnish or authorize the dissemination of any information or
publicity of any form relating to the Program, Contractor’s services or LABC (or its
operations or personnel); provided that incidental non-derogatory references to
Contractor's engagement hereunder shall not be deemed a breach of this provision.
3. Ownership of the Program.
(a) Ownership Rights. As between LABC and Contractor, LABC and its successors and
assigns shall own the Program and all elements and components thereof and relating
thereto, and the results and proceeds of all services rendered in connection therewith in
whatever stage of creation or completion; it being understood that all such elements,
components, services and results and proceeds thereof are “work(s)-made-for-hire” for
4
LABC in accordance with United States copyright law. Contractor shall ensure that any
person or entity providing services hereunder in connection with the Program and who
may claim any copyright, moral rights or other rights related to the Program shall execute
such assignments or waivers as may be required to fully and irrevocably vest all such
rights in Contractor. To the extent necessary to vest all of the foregoing rights in LABC,
Contractor hereby irrevocably grants, assigns, sells, transfers and sets over to LABC and
LABC’s successors and assigns all of Contractor’s right, title and interest of every kind
or nature without limitation which Contractor may have or hereafter acquire in the
Program and all elements and components thereof and relating thereto, including, without
limitation, the teleplay and any underlying literary material, the results and proceeds of
the services of all persons and entities rendering services in connection with the Program
including, without limitation, all persons rendering services as performers, directors,
producers, composers, crew, etc., in connection with the Program, any and all contracts,
agreements, assignments, documents and/or instruments pursuant to which Contractor
may have heretofore acquired or may hereafter acquire, any right, title or interest of any
kind in and to the Program and any and all elements and components thereof and relating
thereto, and any and all releases, warranties, indemnities and undertakings acquired by
Contractor in connection with the Program and any and all elements and components
thereof and relating thereto, and waives any and all moral rights it may have with respect
thereto; it being the intention of the parties that LABC shall own (and in this regard
Contractor hereby grants to LABC), in perpetuity and throughout the universe, all rights
of every kind and nature, including, without limitation, all worldwide copyrights,
renewals and extensions of copyrights, and television, theatrical motion picture, live
stage, merchandising, music, publication, sequel, remake, spin-off, ancillary and
subsidiary rights, in and to the Program, all literary, musical and dramatic material
contained therein, all characters, concepts, properties, elements, names and titles
contained therein and the results and proceeds of the services of Contractor and all
persons and entities rendering services in connection therewith. Without limiting the
generality of the foregoing, LABC shall have the sole and exclusive right in perpetuity
throughout the universe to distribute, exhibit, sell, use, license, advertise, exploit and
otherwise turn to account the Program and all rights therein in any and all media, whether
now known or hereafter devised, and in such manner and to the extent, if at all, as LABC
may determine in its sole and absolute discretion. All rights granted under this
Agreement shall vest and hereby are vested in LABC immediately and shall remain
perpetually vested in LABC, its successors and assigns, whether this Agreement expires
in its normal course or is terminated in whole or in part for any reason whatsoever.
(b) Further Documents. Contractor agrees to execute such further agreements, instruments or
other documents consistent herewith as LABC may from time to time deem necessary or
desirable to evidence, establish, maintain, protect, enforce or defend its rights in the
Program. In the event Contractor fails or is unable to execute any such agreements,
instruments or documents, Contractor hereby appoints LABC its attorney-in-fact with the
full right and authority to execute and deliver the same, which such appointment shall be
deemed a power coupled with an interest and shall be irrevocable under any and all
circumstances.
5
4. Cancellation. LABC shall have the right to cancel the Program in its entirety at any time,
and in such event, this Agreement shall terminate as of the date of such cancellation. In the
event that LABC cancels the Program in its entirety, LABC shall solely be responsible for
paying the reasonable, actual, direct out-of-pocket costs and expenses incurred by Contractor
prior to the date of such cancellation, as evidenced by receipts (with an offset for amounts
already paid).
5. Default. If Contractor fails to materially perform its obligations and agreements hereunder,
fails to render the Services in accordance with the LABC-approved Production Plan, or
becomes insolvent, or makes an assignment for the benefit of its creditors, or commences any
proceeding in bankruptcy, LABC may, at its option and without waiving any of its rights or
remedies with respect to Contractor, whether provided for hereunder, at law or otherwise,
thereafter terminate this Agreement and assume, take over and provide for any remaining
Services.
6. Advertising and Publicity. LABC shall at all times after the date hereof have the sole and
exclusive right to advertise and publicize the production and delivery of the Program and all
elements thereof, and LABC’s rights with respect thereto shall be exclusive throughout the
universe. Contractor shall not issue or authorize the issuance of any advertising or publicity
relating to the Program or the Services without LABC’s prior written consent, which may be
withheld in LABC’s sole discretion.
7. Representations and Warranties. For purposes of clarification, these representations and
warranties of Contractor’s are intended to be in addition to the representations and warranties
offered by Contractor in the Official Rules for the project (where Contractor is referred to as
Member as same is defined in such Official Rules) and not in lieu of such representations and
warranties. Contractor hereby warrants and represents that (i) Contractor is free to enter into
this Agreement and grant the rights herein granted, (ii) Contractor has neither made nor will
make any commitment nor has done or will do any act in conflict with this Agreement or
LABC’s rights hereunder, (iii) Contractor has and will maintain all the necessary personnel,
facilities, equipment and resources necessary to meet the performance standards set forth in
this Agreement and is not subject to any obligation or disability which will or might hinder
Contractor’s performance hereunder, (iv) the Program shall be produced in accordance with
all applicable collective bargaining agreements, laws (including, without limitation, all
applicable U.S. and foreign laws), statutes, ordinances, rules, regulations and requirements of
all governmental agencies and regulatory bodies; and (v) all material furnished by Contractor
hereunder is and shall be wholly original with Contractor (except to the extent it is taken
from material furnished by LABC to Contractor, is taken from material in the public domain
throughout the world or is licensed by Contractor pursuant to a license agreement preapproved by LABC) and will not violate or infringe upon any rights of any kind or nature
whatsoever of any person or other entity.
8. Indemnification. For purposes of clarification, these indemnification obligations by
Contractor are intended to be in addition to the indemnification obligations offered in the
Official Rules for the project (where Contractor is referred to as Member as same is defined
in such Official Rules) and not in lieu of such indemnification obligations. Contractor
hereby agrees to defend (at LABC’s request), indemnify and hold harmless LABC, LABC
6
Affiliated Companies and LABC’s successors, licensees and assigns and the officers,
directors, shareholders, employees and agents of each of them from and against any and all
liabilities, claims, demands, judgments, recoveries, damages, costs and expenses (including
attorneys’ fees and disbursements) of any nature arising out of or relating to the Services
and/or any breach or alleged breach of any agreement, representation or warranty made by
Contractor under this Agreement. LABC hereby agrees to indemnify and hold harmless
Contractor and Contractor’s successors, and the officers, directors, shareholders, employees
and agents of each of them from and against any and all third-party liabilities, claims,
demands, judgments, recoveries, damages, costs and expenses (including attorneys’ fees and
disbursements) of any nature arising out of or relating to the Program and/or exploitation of
the Program, other than those arising from any breach or alleged breach of any agreement,
representation or warranty made by Contractor hereunder or arising from Contractor’s or any
of its employees’ negligence or willful misconduct. Contractor’s and LABC’s obligations
under this paragraph shall survive the termination or expiration of this Agreement. For
purposes of this Agreement, “LABC Affiliated Companies” shall mean any corporation or
other person or entity controlling, or controlled by, or under common control with LABC.
9. Remedies. Contractor hereby acknowledges that the services to be rendered by Contractor
hereunder and the rights granted to LABC hereunder are of a special, unique, extraordinary
and intellectual character which gives them particular value, the loss of which cannot be
reasonably or adequately compensated in an action at law, and a breach of this Agreement by
Contractor will cause LABC irreparable damage. Contractor therefore expressly agrees that
in the event of a breach of threatened breach of this Agreement or any part hereof by
Contractor, LABC shall be entitled to seek injunctive and other equitable relief against
Contractor in LABC’s discretion to end or prevent such breach and to secure enforcement of
this Agreement. Resort to such equitable relief, however, shall not be construed as a waiver
of any other rights or remedies which LABC may have for damages or otherwise. In the
event of any breach by LABC of this Agreement, Contractor’s rights and remedies shall be
limited to any right of Contractor to recover money damages, if any, in an action at law, and
in no event shall Owner be entitled by reason of any such breach to rescind or terminate any
of the rights herein granted to LABC or to enjoin or restrain the production, advertising,
promotion, exhibition, distribution or other exploitation of the Program (and/or any rights
therein).
10. Credit. Provided Contractor fully performs all of its obligations hereunder and is not in
breach or default hereof, LABC shall accord “Producer” and “Director” credit to Contractor
on screen in the end crawl credits of the Program. Except as expressly stated herein, all
characteristics of and matters relating to the foregoing credit shall be at LABC’s sole
discretion. LABC’s casual or inadvertent failure, or any failure by any third party, to accord
credit as set forth herein shall not be deemed a breach of this Agreement.
11. General Provisions.
(a) No Partnership/Joint Venture. Nothing contained in this Agreement shall constitute a
partnership between or joint venture by the parties hereto, or constitute Contractor as the
agent of LABC. Contractor has no ability to bind LABC to any agreements or other
obligations and will not attempt to do so. Contractor shall be fully responsible for all
7
persons and entities it employs or retains. Contractor shall not hold itself out contrary to
the terms of this paragraph, and LABC shall not become liable by reason of any
representation, act or omission of Contractor contrary to the provisions hereof.
(b) Waiver. No waiver by either party of any breach of this Agreement shall be deemed a
waiver of any preceding, continuing or succeeding breach of the same, or any other, term
of this Agreement.
(c) Successor. This Agreement shall be binding on, and shall inure to the benefit of, the
parties to this Agreement and their respective successors and assigns. Contractor shall
not assign or subcontract any or all of its rights or obligations hereunder to any person or
entity without the prior written consent of LABC.
(d) Notices. All notices required to be given hereunder by either party to the other shall be in
writing and shall be deemed received (i) upon actual receipt when personally delivered,
(ii) upon acknowledgement of receipt if by facsimile, or (iii) upon the expiration of the
third business day after being deposited in the United States mails (postage prepared and
by certified or registered mail) and addressed to the other party. Notice to Contractor
shall be provided as follows:
[__________________]
___________________
____________________
Attention: ________________
Facsimile: _________________
Notice to LABC shall be provided as follows:
LABC Productions, LLC
2230 East Imperial Highway
El Segundo, California 90245
Attention: Senior Vice President,
Original Production
Facsimile: (310) 964-3133
cc: Legal
Facsimile: (310) 964-4884
Notice to Tongal shall be provided as follows:
TONGAL, INC.
1918 Main Street, 2nd Floor
Santa Monica, California 90405
Attention: Legal Department
Facsimile: (310) 496-0876
8
(e) Headings. The headings of this Agreement or any sections of this Agreement are inserted
only for the purposes of convenient reference and it is recognized that they may not
accurately or adequately describe the contents of the sections which they head. Such
headings shall not be deemed to limit, cover or in any way affect the scope, meaning or
intent of this Agreement, or any part of this Agreement, nor shall they otherwise be given
any legal effect.
(f) Counterparts/Facsimile. This Agreement may be executed in counterparts, each of which
will be deemed an original, and all such counterparts together constituting one and the
same Agreement, and signatures transmitted by facsimile are effective.
(g) Legal Compliance. Nothing herein contained shall be construed as to require the
commission of any act contrary to law, and wherever there is any conflict between any
provision of this Agreement and any statute, law or ordinance contrary to which the
parties have no legal right to contract, the latter shall prevail, but in such event the
provisions of this Agreement affected shall be curtailed and limited only to the minimum
extent necessary to comply with such statute, law or ordinance.
(h) Governing Law. The existence, validity, construction, operation and effect of this
Agreement, shall be determined in accordance with and be governed by the laws of the
State of California.
(i) Dispute Resolution. Except as set forth herein to the contrary, all claims, controversies or
disputes arising out of, in connection with, or relating to this Agreement, the performance
or breach thereof or default hereunder, whether based on contract, tort or statute,
including, without limitation, any claim that this Agreement was induced by fraud, shall
be resolved in accordance with Exhibit “ARB” attached hereto and incorporated herein
by reference.
(j) Entire Agreement. This Agreement supersedes and cancels all prior negotiations and
understandings between the parties relating to the subject matter of this Agreement, and
contains all of the terms, conditions and agreements of the parties of this Agreement. No
modification of this Agreement shall be valid or binding unless in writing and executed
by all parties to this Agreement.
(k) Separate Production Services Agreement. Contractor acknowledges and agrees that this
Agreement between Contractor and LABC does not amend or supersede the separate
confidential Production Services Agreement by and between LABC and Tongal dated as
of February 24, 2015, including, but not limited to, regarding such respective parties’
obligations and responsibilities.
[Signature page to follow]
9
IN WITNESS WHEREOF, the parties to this Agreement execute this Agreement as of
the day and year first set forth above.
LABC PRODUCTIONS, LLC
“LABC”
By:
Its:
_____________________
“Contractor”
By:
Its:
Agreed to and Acknowledged by:
TONGAL, INC.
By:
Its:
LABC and Tongal specifically agree and acknowledge that nothing herein revises or is intended
to revise any of LABC’s or Tongal’s obligations as set forth in the separate Production Services
Agreement by and between LABC and Tongal dated as of February 24, 2015.
10
SCHEDULE 1
Schedule 1 to the Production Services Agreement dated as of _______ between LABC
Productions, LLC and _______________________________ (“Agreement”).
Program: The Program shall be defined as that one hour documentary tentatively titled
_____________.
Fee: The Fee shall be ___________________________________.
Delivery Schedule:
Deliverable
Delivery Date
1. All Clearances, together with copies of all
agreements relating thereto and a summary of
all Clearances.
2. Music cue sheets for the Program.
To be agreed upon by the parties in advance in
writing
To be agreed upon by the parties in advance in
writing
To be agreed upon by the parties in advance in
writing
To be agreed upon by the parties in advance in
writing
3. All raw footage and project files for the
Program.
4. Delivery of rough cut (an initial rough cut
as well as any modified rough cut(s) based on
LABC’s review and notes)
5. One copy of the deliverables as described in
paragraph 2(d)
To be agreed upon by the parties in advance in
writing
ACKNOWLEDGED AND AGREED TO:
LABC PRODUCTIONS, LLC
[______________________]
By: ____________________________
By: __________________________
Its: ____________________________
Its: __________________________
Date: ______________
Date: _____________
11
EXHIBIT A
SERVICES
1.
Employ and supervise the production staff, technical crew, and other personnel required
for the production of the Program;
2.
Furnish or rent all studios, sites, equipment, and facilities necessary to produce the
Program;
3.
Arrange and procure all travel, accommodations, meals, per diems and wardrobes (as
applicable) for the Program;
4.
Perform all necessary editing, including, without limitation, according all contractually
required credits, and provide rough cuts of the Program to LABC for its review and approval;
5.
Collect for delivery all raw materials and project files for the Program;
6.
and
Create, complete and deliver all Deliverables in accordance with the Delivery Schedule;
7.
Secure all necessary rights, clearances, commitments, releases, and licenses (including,
without limitation, those required for the use of all music in connection with the Program and
those required from any hosts and other talent, performers, musicians, writers, directors, service
providers, and other personnel, and copyright owners and other suppliers of copyrighted
elements) (collectively, the “Clearances”) and pay any and all fees required in connection with
the Clearances, in accordance with all applicable laws and regulations, union or guild
requirements and contractual requirements, in order to permit and authorize the use and
exploitation of the Program in all media now known or hereafter devised in perpetuity
throughout the universe.
12
EXHIBIT B
TECHNICAL SPECIFICATIONS
(Attached hereto)
13
DIRECTV- Audience
Technical Delivery Requirements
December 16, 2014
High Definition Masters
Licensor will deliver to the LABC an HD broadcast Master for each Program that conforms to the specifications
listed in this document and is a direct clone of the Program. Delivery must also include a Premiere/Edit and (if
applicable) 4K Master delivered to the Audience Promotions group in El Segundo. Technical specifications for those
are detailed in Appendix A. This document does not address other delivery needs such as viewing copies, scripts,
etc., which shall be as set forth elsewhere in the Agreement or as mutually agreed to by the parties.
The Audience Network is an HD-originated channel on DIRECTV. As such, it is required that all program masters be
supplied in the HD specification outlined in this document. SD masters are not an acceptable delivery format.
A.
Tape-Based Delivery of HD Broadcast Master
1.
Format. Accepted videotape formats for the HD Master are Panasonic D5 and Sony HDCAM-SR.
Each Program shall be on one videocassette. Dubs from lower compression and older videotape
formats will be rejected.
NOTE: DVC Pro HD and HD CAM formats may be accepted, contingent upon prior approval by
DIRECTV. If such approval is granted, the master shall conform to video specifications outlined in
section B of this document and audio shall be delivered in conformity to section C.
2.
Provider Checklist. Supplied with each Program to support delivery specs being adhered to prior
to delivery. The fully completed checklist must be returned either as a hard copy with the tape or
a soft copy emailed to AudienceNetworkQC@directv.com.
3.
Version. The closed captioned version of the HD Master must be delivered unless otherwise
specified by written agreement. Refer to Section B paragraph 4.
4.
Labeling. Each HD Master container and videotape cassette shall, as a minimum, be labeled with
the following information:
 Picture/Program Title

Episode name and number (if applicable)

Length in hours, minutes, and seconds (TRT = HH:MM:SS)

Version (if more than one is available and supplied, or if it is a revision to an existing master)

Closed captioning information (if applicable)

Audio Track Identification/Assignments

Primary Audio Program information

Secondary Audio Program information

Video Format

Material ID as supplied by DIRECTV, if applicable.
5.
Timing Sheet. Included with each Program shall be a complete and accurate timing sheet of
segment and break times.
6.
Packaging/Leader. The HD Master shall be packaged (in order of ascending sequence) as follows:
14
B.
C.
1.
a.
A minimum of 1 minute of 75% SMPTE color bars with minus 20db level tone
on a digital meter (zero on analog meter). Test signals shall be a direct dub
from and reflect Program source material levels.
b.
10 second minimum slate with the same information requested on the tape
label. For tapes with more than one cut (i.e., multi-cut promo reels), a slate is
required prior to start of each cut.
c.
Time code shall be ascending and continuous drop frame (DFTC), with program
starting at 01:00:00:00. On a multi-cut reel, each cut shall start at the minute
mark. If program spreads over two master reels, time code should overlap for
at least 2 minutes from end of first to beginning of second reel.
d.
30 seconds of black post-roll, minimum, along with uninterrupted Dolby
encoding (if present).
e.
Longitudinal and VITC time code shall match through the Program’s entirety.
f.
All masters shall be seamless (no commercial breaks) unless mutually agreed by
the parties.
Video Specifications of HD Broadcast Master
1.
Format shall be either 1080i or 720p, with a frame rate of 29.97/59.94 (4:2:2 sampling)
2.
Reference color bars shall be a true indication of the Program’s chroma, gain and phase, video
and pedestal levels.
3.
All HD Masters shall have an aspect ratio of 16:9.
4.
Closed Captioning must be present. Closed Captioning must be compliant with all FCC mandated
EIA/CEA 608 and 708 standards and recommended practices. HD captioned masters must not
contain any Vanc data in DID 80 (Mark for deletion).
Audio Specifications of HD Broadcast Master
Dolby Digital (AC3) audio
a.
b.
c.
d.
e.
f.
Track 1/2: Fully mixed primary program audio
Track 3/4: PCM Stereo mix of primary audio program (refer to section 2 c and d below).
In order for DIRECTV to be able to create promotional material, it is also required that
stems at levels used to create the Dolby encode be included on Ch. 5 – 10, whenever
possible. If audio stems cannot be included on the tape masters, split audio (Dialogue,
Music, Effects) shall be supplied as WAV files on CD or DVD.
Loudness: For AC3 audio, loudness shall be compliant to ATSC A/85:2009. (Dialog
content measured in dB LKFS, shall be with ± 2dB of the -24Lkfs dial-norm level. For PCM
audio dialog content shall be with ± 2dB of -24 dB LKFS.
Dolby Digital track(s) shall be provided in the full 5.1 channel release using the Dolby
Digital “3/2 L” encoding mode. The Dolby Digital tracks must be an uninterrupted data
stream with a consistent data rate of 384KHz and include a minimum uninterrupted 20
second pre-roll and 30 second post-roll.
True Peak measurement shall not exceed -2db.
15
g.
h.
Audio/video alignment shall be within ± 20msec.
Dolby E is not an acceptable audio delivery format.
2.
PCM Audio: Provider may also deliver the six PCM audio stems necessary for the Dolby 3/2L encode which DIRECTV Audience will
execute. If so, audio should be provided as six PCM audio stems within the following constraints
a.
Track 1 - 6: The track positioning is L/R/C/LFE/LS/RS
b.
Track 7/8: PCM stereo mix, Lt Rt
c.
Loudness: For PCM audio, dialog content shall be with ± 2dB of -24 dB LKFS.
d.
True Peak measurement shall not exceed -2db.
e.
Audio/video alignment shall be within ± 20msec.
3.
Secondary Audio:
a.
If primary audio is delivered as PCM Stereo on tracks 1 and 2, then SAP shall be on
tracks 3 and 4.
If primary audio is delivered as Dolby mix, SAP shall be on tracks 3 and 4. Primary PCM
Stereo audio shall be on tracks 5 and 6; secondary PCM stereo audio shall be on tracks 7
and 8.
If primary audio is delivered as six stems on 1-6, with stereo on 7-8, then SAP audio
should be on tracks 9-10. Contact DIRECTV regarding variation on delivery of stems.
b.
c.
D.
File-Based Delivery of HD Broadcast Master
This section D (including the following Tables) specifies encoding requirements for content delivered as mezzanine
files. It includes high definition content which can be long or short form. Examples of short form content include
trailers, promotional videos and countdown clocks. All high definition content shall comply with Reference
documents 1 through 4 (at the end of the document). The majority of the content encoding requirements are
taken from the CableLabs Content Encoding Profiles specification (Reference document 3 and references therein).
1080p, 4K and/or ultra-high definition masters are addressed in Appendix A.
MPEG-2 720p
Content delivered as MPEG-2 720p files shall comply with Table 1:
Table 1: MPEG-2 720p File Encode Requirements
Description
Frame rate
MPEG-2 Video average bit-rate
MPEG-2 Transport Stream
File Extension
Video Resolution
MPEG-2 Profile
Min GOP size
Max GOP size
Chroma Subsampling
Audio
Requirement
59.94
50 Mbps CBR
55 Mbps (CBR transport stream)
.mpg
Full raster 720p 1280x720
Main Profile @ High Level
30 frames
120 frames (GOP size = 30 or 15, P frame
distance = 3 or less)
4:2:0
AC-3 Dolby Digital audio; stereo or surround
16
AC3 Average Loudness – LKFS
AC3 Dialogue Normalization
AC3 Average Loudness Levels (LKFS) = AC3 Dial Norm
Value
Audio Bit rate for Primary Audio
Audio Bit rate for Secondary Audio
Closed Captioning Primary
Closed Captioning Secondary (If Available)
PMT PID
Video PID - includes the PCR
Audio PID (1st pair)
Audio PID (2nd pair) optional
Audio PID (3rd pair) optional
First frame of video
Black Slugs for Digital Ad Insertions
AFD
sound (5.1 surround sound preferred)
-24 ±2
-24
±2
384 kbps (5.1)
192 kbps – 2.0 Stereo
Present in both CC1 708 (known as 608
embedded in 708) and Service 1 (known as
708 closed captions).
Present in both CC3 708 (known as 608
embedded in 708) and Service 2 (known as
708 closed captions).
0x01E0 (480)
0x01E1 (481)
0x01E2 (482)
0x01E3 (483)
0x01E4 (484)
0 seconds after the start of the file
< 1 Second
According to ATSC A/53. See also Appendix B
Ultra High Definition Content File Preparation
Any 4K or UHD content being delivered for broadcast should contact DIRECTV first for any additional instructions
regarding these delivery requirements.
AVC 2160p24
This section specifies files delivered in ultra-high definition resolution. Content delivered as H.264/AVC 2160p24
shall comply with Table 6.1:
Table 6.1: H264/AVC 2160p Long Form or Trailer File Encode Requirements
Description
Frame rate
H264 Video average bit-rate
MPEG-2 Transport Stream
File Extension
Video Resolution
H264 Profile
H264 Level
Min GOP size
Max GOP size
Chroma Subsampling
Audio
AC3 Average Loudness – LKFS
AC3 Dialogue Normalization
Requirement
24/1.001
120 mbps
125 mbps (CBR transport stream)
.ts
Full raster 3840x2160
High10 or High422
5.1
12 frames 48 frames
(hierarchical B-frames limited to 3 layers
maximum)
4:2:0 or 4:2:2
Dolby Digital Plus (E-AC3) 7.1 audio;
Include ATMOS metadata if available
-24 to -28
-24 to -28
17
AC3 Average Loudness Levels (LKFS) = AC3 Dial Norm
Value
Audio Bit rate for Primary Audio
Audio Bit rate for Secondary Audio
Closed Captioning Primary
Closed Captioning Secondary (If Available)
PMT PID
Video PID - includes the PCR
Audio PID (1st pair)
Audio PID (2nd pair) optional
Audio PID (3rd pair) optional
First frame of video
Black Slugs for Digital Ad Insertions
AFD
±1
384 kbps
96 kbps – 2.0 Stereo
Present in both CC1 708 (known as 608
embedded in 708) and Service 1 (known
as 708 closed captions).
Present in both CC3 708 (known as 608
embedded in 708) and Service 2 (known
as 708 closed captions).
0x01E0 (480)
0x01E1 (481)
0x01E2 (482)
0x01E3 (483)
0x01E4 (484)
0 seconds after the start of the file
< 1 Second
See Appendix B
HEVC 2160p24
This section specifies files delivered in ultra-high definition resolution. Content delivered as HEVC 2160p24 shall
comply with Table 6.2:
Table 6.2: HEVC 2160p Long Form or Trailer File Encode Requirements
Description
Frame rate
HEVC Video average bit-rate
MPEG-2 Transport Stream
File Extension
Video Resolution
HEVC Profile
HEVC Level
Min GOP size
Max GOP size
Chroma Subsampling
Audio
AC3 Average Loudness – LKFS
AC3 Dialogue Normalization
AC3 Average Loudness Levels (LKFS) = AC3 Dial Norm
Value
Audio Bit rate for Primary Audio
Audio Bit rate for Secondary Audio
Closed Captioning Primary
Closed Captioning Secondary (If Available)
Requirement
24/1.001
60 mbps
65 mbps (CBR transport stream)
.ts
Full raster 3840x2160
Main10
5.0 High Tier
12 frames 48 frames
(hierarchical B-frames limited to 3 layers
maximum)
4:2:0
Dolby Digital Plus (E-AC3) 7.1 audio;
Include ATMOS metadata if available
-24 to -28
-24 to -28
±1
384 kbps
96 kbps – 2.0 Stereo
Present in both CC1 708 (known as 608
embedded in 708) and Service 1 (known
as 708 closed captions).
Present in both CC3 708 (known as 608
18
embedded in 708) and Service 2 (known
as 708 closed captions).
0x01E0 (480)
0x01E1 (481)
0x01E2 (482)
0x01E3 (483)
0x01E4 (484)
0 seconds after the start of the file
< 1 Second
See Appendix B
PMT PID
Video PID - includes the PCR
Audio PID (1st pair)
Audio PID (2nd pair) optional
Audio PID (3rd pair) optional
First frame of video
Black Slugs for Digital Ad Insertions
AFD
APPENDIX A. Audience Premiere/Edit and 4K/UHD Delivery
Licensor will deliver a file-based 1080p Premiere and Edit Master. Additionally a 4K/UHD master for each episode
of any 4K/UHD-designated series will be provided. These are to be delivered to the Audience Promotions group in
El Segundo. These masters must be conformed to the broadcast program master.
Note: If approved by DIRECTV, it may be possible to deliver a 720p ProRes file to the Audience Promotions group
to be used as a submaster for the broadcast mpg master.
1.
File-Based Delivery of Premiere and Edit Master
Table 2: ProRes 4:2:2 1080p File Encode Delivery Requirements
Description
Frame rate
Video average bit-rate
File Extension
Video Resolution
Chroma Subsampling
Audio
PCM Average Loudness – LKFS
2.
Requirement
23.98
80-100 Mbps
.mov
Full raster 1080p 1920x1080
4:2:2
6 stems for 5.1 mix with track assignment;
L/R/C/LFE/LS/RS, plus full stereo mix on 7/8.
-24
File-Based Delivery of 4K Master
The 4K Master file must be conformed to the final broadcast master and delivered to the Audience Promotions
group in El Segundo. Content delivered as 4K files shall comply with Table 3:
Table 3: ProRes 4K/UHD File Encode Delivery Requirements
Description
Frame rate
Video average bit-rate
File Extension
Video Resolution
Chroma Subsampling
Audio
PCM Average Loudness – LKFS
Requirement
23.98
1000Mbps or greater
.mov
Full raster 3840 x 2160 or 4096 x 2160
4:4:4:4
6 stems for 5.1 mix with track assignment;
L/R/C/LFE/LS/RS, plus full stereo mix on 7/8.
-24
19
APPENDIX B Active Format Description
All advertising content delivered to DIRECTV should be in high definition 16:9 format. This content may be used for
play-out on both high definition and standard definition channels. To ensure that the spot’s picture is optimized for
viewing on both 4:3 and 16:9 television displays, the content file shall include Active Format Description (AFD)
information.
For content delivered as MPEG-2 video the AFD information shall be contained in the extension_and_user_data(2)
field in the MPEG-2 video Elementary Stream. The syntax and semantics for AFD are defined in the ATSC Digital
Television Standard A/53 Part 4. Only the codes marked with “X” in the “DIRECTV Supported Codes” column shall
be supported by DIRECTV. All other values shall be ignored by DIRECTV.
Binary
Decimal
0000
0001
0010
0011
0100
0101
0110
0111
1000
1001
1010
1011
1100
1101
0
1
2
3
4
5
6
7
8
9
10
11
12
13
1110
14
1111
15
4:3 coded frames
16:9 coded frames
undefined
reserved
not recommended
not recommended
aspect ratio greater than 16:9
reserved
reserved
reserved
4:3 full frame image
4:3 full frame image
16:9 letterbox image
14:9 letterbox image
reserved
4:3 full frame image,
alternative 14:9 center
16:9 letterbox image,
alternative 14:9 center
16:9 letterbox image,
alternative 4:3 center
undefined
reserved
not recommended
not recommended
aspect ratio greater than 16:9
reserved
reserved
reserved
16:9 full frame image
4:3 pillarbox image
16:9 full frame image
14:9 pillarbox image
reserved
4:3 pillarbox image,
alternative 14:9 center
16:9 full frame image,
alternative 14:9 center
16:9 full frame image,
alternative 4:3 center
DIRECTV
Supported
Codes
X
X
X
X
X
X
X
X
For content delivered as AVC video the AFD information shall be carried in the video elementary stream using the
Supplementary Enhancement Information (SEI) ‘User data registered by ITU-T Rec. T.35 SEI’ message as specified
in [6].
Reference Documents
Ref.
Document name
1
CableLabs MD-SP-VOD-Content1.1-I03-040107 “Video-On-Demand Content Specification
Version 1.1”
DIRECTV Broadband Video Inventory Metadata ICD (BBS-IC-004)
CableLabs MD-SP-VOD-CEP2.0-I04-100416, “Metadata 2.0 Specifications, Content Encoding
Profiles 2.0 Specification
SMPTE 2016-1-2007 Format for “Active Format Description and Bar Data”
SMPTE 2016-3 -2007 “Vertical Ancillary Data Mapping of Active Format Description and Bar
Data”
ETSI TS 101 154 v1.11.1 “Digital Video Broadcasting (DVB);Specification for the use of Video
and Audio Coding in Broadcasting Applications based on the MPEG-2 Transport Stream”
2
3
4
5
6
20
EXHIBIT “ARB”
1. Disputes. Any dispute or disagreement arising between LABC and Contractor shall be
resolved according to the following dispute resolution procedure: First, such dispute shall
be addressed to each party’s project manager for discussion and attempted resolution. If
any such dispute cannot be mutually resolved by such project managers within three (3)
business days, then such dispute shall be immediately referred to senior officers of LABC
and Contractor, as each respectively identified by such party, for discussion and attempted
resolution. If such dispute cannot be mutually resolved by such parties’ representatives
within five (5) business days, then such dispute or disagreement may be referred by either
party to arbitration in Los Angeles, California before one arbitrator and subject to
Paragraph 5 below, arbitrated in accordance with the Commercial Arbitration Rules (the
“Arbitration Rules”) of the American Arbitration Association (the “AAA”), in effect on
the date that such notice is given. Once appointed, the arbitrator shall appoint a time and
place for a pre-hearing status conference not more than fourteen (14) days from the date of
his or her appointment, and shall appoint a time and place for a final hearing not more
than forty-five (45) days from the date of the status conference. The final hearing shall, if
at all possible as determined by such arbitrator, conclude no later than thirty (30) days
after its commencement.
2. Arbitrator. The party that demands arbitration of the unresolved dispute or disagreement
shall specify in writing the matter to be submitted to arbitration and at the same time
choose and nominate a competent person to act as the arbitrator. Within seven (7) days
after such notice, the other party shall indicate in writing its concurrence or
non-concurrence in the arbitrator nominated by the other party, or otherwise such
arbitrator shall be deemed acceptable to both parties. If LABC and Contractor fail to
concur in the proposed arbitrator, then upon application by either party, the dispute or
disagreement shall be referred for resolution by a single arbitrator appointed in accordance
with the Arbitration Rules of the AAA.
3. Award. The arbitrator shall render a written decision stating with reasonable detail the
reasons for the decision rendered. Any monetary award shall be payable in immediately
available funds and in United States dollars through a bank in the United States.
4. Costs. The prevailing party shall be entitled to all costs of preparing and presenting its
case from the non-prevailing party, and the non-prevailing party shall bear the costs of
arbitration, including the fees, and expenses of the arbitrator.
5. Enforcement. The arbitration award shall be final and binding upon the parties and may
be confirmed by the judgment of any court having appropriate jurisdiction, hereby consent
to personal jurisdiction in any such court.
21
6. Procedure. Any dispute referred to arbitration under this Exhibit “ARB” shall be
arbitrated as follows: Each party shall submit to the arbitrator (a) the amount it believes is
the appropriate sum to be paid, withheld or refunded under this Agreement, or (b) its last,
best proposal to the other party regarding any disputed non-money issue (i.e., other than
an issue concerning the payment, withholding or refunding of fees or other amounts
payable hereunder), as the case may be. The arbitrator shall select from only either of the
two submitted amounts or proposals, as applicable, and such selected amount or proposal
shall be the amount paid, withheld or refunded, or the proposal to govern the relationship
among the parties hereunder, as the case may be. The arbitrator’s decision shall be final
and binding on the parties.
22