Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission. The
omissions have been indicated by asterisks [*****], and the omitted text has
been filed separately with the Securities and Exchange Commission.
MASTER SERVICES AGREEMENT
-------------------------
THIS MASTER SERVICES AGREEMENT (the "Agreement") is made and effective
as of May _4_, 2001 (the "Effective Date"), by and between The Players Network
("Network"), a Nevada corporation, located at 0000 Xxxxxxx Xxxxxx, Xxx Xxxxx,
Xxxxxx 00000, and Station Casinos, Inc. ("Customer"), a Nevada corporation, with
corporate offices located at 0000 X. Xxxxxx Xxxxxxxxx, Xxx Xxxxx, Xxxxxx 00000.
RECITALS
--------
WHEREAS, Network owns and produces in-house gaming television
programming and can develop an online streaming media marketing strategy for
Customer;
WHEREAS, Customer and Network desire to have Customer distribute
Network's program content (including a customized in-house gaming channel) (i)
on a designated marketing channel on a privately operated cable television
distribution system (the "Digital Playback System") within each of the hotels
listed in Exhibit D attached hereto that are owned and/or operated by Customer
or its wholly-owned subsidiaries (the "Designated Locations") and (ii) through
various vertical marketing vehicles, including, without limitation, Internet
webcasts, and other private and public interactive mediums, all pursuant to the
terms and conditions of this Agreement;
WHEREAS, Network and certain wholly-owned subsidiaries of Customer are
party to that certain (i) Affiliate Services Agreement, dated as of January 1,
1999, by and between Network and Boulder Station, Inc., a Nevada corporation,
and (ii) Affiliate Services Agreement, dated as of October 15, 1998, by and
between Sunset Station, Inc., a Nevada corporation (the agreements described in
items (i) and (ii) collectively, the "Existing Agreements"); and
WHEREAS, the Existing Agreements are being terminated concurrently with
the execution and delivery of this Agreement and certain credits are being
transferred to this Agreement as described herein;
NOW, THEREFORE, in consideration of the mutual covenants herein, and
for other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, Network and Customer agree as follows:
AGREEMENT
---------
1. TERM & TERMINATION
a. TERM.
Unless otherwise terminated as provided herein, the initial
term of this Agreement (the "Initial Term") shall commence on
the Effective Date, and shall continue for twenty-four (24)
consecutive months thereafter. Network and Customer shall meet
in good faith at least ninety (90) days prior to the
expiration of the Initial Term to discuss the terms and
conditions for renewal of this Agreement. Notwithstanding the
foregoing, after expiration of the Initial Term, this
Agreement shall automatically renew for successive one month
periods (collectively, the "Renewal Term," and together with
the Initial Term, the "Term") unless either party elects to
allow the Agreement to expire by delivering a written notice
of such election no fewer than thirty (30) days prior to the
date the Term is scheduled to expire. At the beginning of the
Renewal Term, the fees chargeable by Network hereunder shall
be automatically increased by *****.
b. EARLY TERMINATION.
This Agreement may be terminated upon delivery of written
notice of termination effective immediately:
1) By either party, if the other party has failed to
make a payment required hereunder within fifteen (15)
days after the other party's receipt of written
notice of its failure to pay;
2) By either party, if the other party breaches a
material provision of this Agreement which breach has
not been cured within thirty (30) days after the
other party's written notice of its breach; or
3) By Customer, if Customer reasonably determines that
continued association with Network may jeopardize any
gaming license held or pursued by Customer or any of
its subsidiaries or affiliates.
A termination pursuant to this Section 1(b) shall not impair
either party's other rights and remedies under law or equity.
2. PROGRAMMING PACKAGES.
a. GENERAL DESCRIPTION; CONTENT; COMMERCIAL ADVERTISING.
1) Network shall provide Customer with digital content
management services and the technical equipment
described in this Section 2 that is necessary to
broadcast a separate Programming Package at each of
the Designated Locations in accordance with the terms
and conditions of this Section 2, Exhibit A and the
Roll-out Schedule contained in Exhibit D. For
purposes of this Agreement, (A) "Programming Package"
means a schedule of Network Programs specifically
designed for a Designated Location and monthly
calendars of events described in Section 2(a)(4)
below to be broadcast at such times and frequencies
as proposed by Network and reasonably agreed to by
Customer on Customer's Digital Playback System in the
guest rooms at such Designated Location and (B)
"Network Programs" means the entire library of
completed television shows, feature segments and
promotional videos developed and owned by Network,
including, without limitation, Video Segments,
2
Feature Segments and any other new programming
developed and owned by Network during the Term but
excluding customized programming developed by Network
for Network's other customers (whether or not Network
holds ownership or license rights to such
programming).
2) Network shall provide Customer an updated list of
Network Programs on a quarterly basis or more
frequently as may be reasonably requested by
Customer. Network shall inform Customer of new
programming under development by Network (except for
customized programming developed by Network for
Network's other customers) subject to Network's
confidentiality standards and procedures.
3) Network shall use good faith efforts to consult with
Customer regarding Customer's programming requests
and to accommodate Customer's reasonable requests
within Customer's and Network's standard programming
format, such as by making minor alterations to
graphics, charts, rules and voiceovers or minor edits
to exclude specific programming content that Customer
reasonably believes to be objectionable in light of
its business and operations; provided that (A)
nothing contained herein shall be construed to
require Network to reformat or provide substantial
alterations or edits to any Network Program and (B)
if the parties cannot agree on appropriate
alterations or edits to a Network Program, Network
shall, upon Customer's request, remove such Network
Program from the Programming Package.
4) Network shall produce once per calendar month for
broadcast as part of each Programming Package (A) a
master calendar of events that cross-promotes all of
the Customer's properties and (B) no more than three
secondary calendars containing minor revisions to
highlight events occurring at a subset of Designated
Locations defined by Customer. The format and
contents for such calendars are described in further
detail in Exhibit A. Customer shall develop and
submit the contents for such calendars and
instructions for cross-promotions in writing to
Network no less than three business days prior to
Customer's desired date for broadcast thereof and
will use good faith efforts to accommodate such other
changes as Customer may request. As soon as
reasonably practicable after the Effective Date,
Network will prepare an online method for Customer to
submit the content for such calendars to Network.
b. COMMERCIAL ADVERTISING; REVENUE SHARING.
As a mechanism to minimize Customer's costs of operating the
Dedicated Channel(s), Network will explore the ability to sell
commercial advertising (not to exceed ten minutes per hour)
3
within the Programming Package that complies with the
following requirements:
1) If any commercials are incorporated, Network shall
also include commercials for both Customer's and
Network's respective websites. Network also will
allow Customer to use commercial time to
cross-promote vendors so long as Customer is not
remunerated in any fashion therefor.
2) Network shall also reserve the right to delegate up
to two minutes per hour of commercial advertising
airtime to use as barter with other media companies
that provide cross-promotion to Network and Customer;
provided, however, that any such advertising to be
shown as part of Customer's Programming Package shall
be subject to the prior written approval of Customer,
which approval shall not be unreasonably withheld.
Media companies may include gaming publications that
promote in-room, network and web events.
3) Network may broadcast commercials for national or
local sponsors (including from vendors and/or tenants
operating in any of Customer's properties) provided,
however, that any such commercials to be shown as
part of Customer's Programming Package shall be
subject to the prior written approval of Customer
which shall not be unreasonably withheld.
4) Network agrees that all commercials shall be in
objectively good taste and shall not contain any
content that is offensive (in light of Customer's
industry), obscene or violent or reflect poorly on
the city of Las Vegas or the gaming industry as a
whole.
5) Network and Customer shall share equally in the
"Adjusted Gross Advertising Revenues," which are the
gross revenues after deducting the actual cost of
sales and agency commissions, administration and
scheduling of commercials; provided that Network
shall be reimbursed for its actual costs associated
with commercials it schedules (up to ***** of its
gross receipts therefor) and Customer shall be
reimbursed for its actual costs associated with
commercials it schedules (up to ***** of its gross
receipts therefor). Payments under this section shall
be made on a monthly basis preceding each month of
advertising, and shall be accompanied by a reasonably
detailed sales activity report showing the gross
advertising revenues and the costs being deducted for
such month.
c. EQUIPMENT AND TECHNICAL INSTALLATION & MAINTENANCE SERVICES
1) Network shall install, in accordance with the
Roll-out Schedule contained in Exhibit D, digital
playback equipment compatible with Customer's Digital
4
Playback System in order to provide an advanced
marketing vehicle consisting of customized Customer
programming and/or any future services to be provided
to Customer by the Network. All equipment provided by
Network shall be owned (or leased) and operated by
Network and shall not be considered property of
Customer.
2) Network shall maintain and service its equipment at
no additional expense to Customer. Network shall
install a paging system that notifies Network of any
equipment failure resulting in channel downtime
reasonably promptly after its occurrence. Network
shall use commercially reasonable efforts to repair
or replace any non-operational equipment such that
broadcasts resume within 24 hours of the commencement
of the downtime. The Programming Package Fee for such
Designated Location shall be prorated (on an
day-by-day basis) for consecutive hours of downtime
above the initial 24-hour grace period.
3) Customer shall provide an area for the equipment to
be located, one dedicated telephone line and one
dedicated land line connection. Such equipment and
lines shall be located in an area that is not
accessible to guests but allows for reasonable access
by Network to perform its duties hereunder.
4) Customer shall provide Network and its appointed
representatives with necessary access to areas
wherein the equipment shall be located and Network
shall have the right and authority to enter the
premises of Customer at any time with appropriate
verbal notice and subject to Customer's reasonable
security clearance procedures to install, update or
repair programming and maintain the equipment.
5) Customer shall designate, or cause its in-house cable
and Internet system providers to designate, a channel
(the "Dedicated Channel") (which shall be the lowest
channel position available) on the Digital Playback
System in each Designated Location for continuous,
24-hour broadcast of the Programming Package.
Customer may request that the Programming Package be
provided on additional Dedicated Channels (which need
not be in the lowest channel position available) at
some or all of the Designated Locations by delivering
a written request to Network accompanied by payment
of a one-time equipment upgrade fee in the amount of
***** per Designated Location for each additional
Dedicated Channel. Network shall maintain equipment
and scheduling of programming related to additional
Dedicated Channels at its cost and expense.
5
6) If at any time Customer has any interactive or
on-demand program suppliers ("Other Program
Suppliers") and Customer desires for the Programming
Package at any of the Designated Locations to be
interactive and/or on-demand, Customer shall be
solely responsible for paying any and all fees or
costs charged by such Other Program Suppliers
associated with making arrangements for such
interactive or on-demand programming. Subject to the
remainder of this Section 2(c)(6) and Section
2(c)(7), Network shall cooperate with Customer and
Other System Providers in good faith (but at no
additional cost to Network) to make such minor
technical adjustments and adaptations to the
Programming Package and the equipment as are
necessary to comply with Other System Providers'
reasonable technical platform and broadcast
standards. Network shall be provided with written
reports on not less than a monthly basis detailing
the interactive usage of the Customized Programming
during the Term and furthermore shall have the right
to audit such reports on not less than an annual
basis (which audit rights shall survive the
expiration or termination of this Agreement). Network
shall receive on-screen credit and co-branding of
such programming that reasonably describes Network's
role in providing the services hereunder.
7) In the event Other Programming Suppliers offer
Internet access on the same platform where Network's
programming is being broadcast, customer will request
that Other Programming Supplier provide Network with
a link to its own website, xxx.XxxxxxxXxxxxxx.xxx,
within reasonable guidelines of the system's
capability. Such link shall be located in a prominent
area on the interactive pages where Network's
programming is being offered.
8) Prior to supplying its programming hereunder, Network
shall be entitled to receive written agreement(s)
reasonably satisfactory in form and substance to
Network assuring that Other Program Suppliers will
have no right or interest in Network's programming,
or any ability to manipulate or otherwise use,
Network's content except to broadcast such content
into guest rooms on the Dedicated Channel(s).
9) Customer shall purchase and maintain in effect
property insurance in such form and amounts necessary
to provide replacement cost coverage for the
equipment. The amount of such property insurance
shall not be less than $50,000 per Designated
Location.
6
d. LICENSES AND BROADCAST RIGHTS.
1) Network hereby grants Customer a personal,
non-transferable, non-exclusive, royalty-free license
during the Term to broadcast the Programming Package
at the Designated Location designated therefor and
over the Customer Websites. Customer acknowledges and
agrees that, except for the license granted pursuant
to the foregoing sentence, it owns no right, title or
interest in or to the Programming Package or its
contents other than the Customized Video Segments and
provided in Section 3.
2) Customer acknowledges that Network may broadcast the
Programming Package and any portion thereof over
Network's website, xxx.XxxxxxxXxxxxxx.xxx, and all of
Network's existing and future national and
international broadband, cable and wireless
distribution channels.
3. CUSTOMIZED VIDEO PRODUCTION.
a. GENERAL DESCRIPTION.
1) Network shall develop and produce for Customer an
aggregate of one hundred forty (140) minutes of
final, customized, talent-driven segments in an
"Electric News Gathering" or "ENG"-style
(collectively, "Customized Video Segments") in
accordance with the this Section 2(a) and Exhibit B
attached hereto. The one hundred forty (140) minutes
may be applied towards the Designated Locations in
any manner determined by Customer, *****. Customer
shall own the Customized Video Segments and raw
footage and B-roll used to develop the Customized
Video Segments, subject to the licenses granted to
Network hereunder.
2) Prior to production of the Customized Video Segments,
Network and Customer shall designate appropriate
members of their staff to hold a series of creative
meetings to establish the subject matter and creative
approach for the segments and the specific number of
segments to be shot on and at each location.
3) Network agrees that the Customized Video Segments
shall be in objectively good taste and shall not
contain any content that is offensive (in light of
Customer's industry), obscene or violent. Customer
reserves the right to request changes to a Customized
Video Segment to ensure the accuracy of the
information contained therein so long as such changes
do not require more than two (2) hours of editing.
Customer shall pay additional charges in
7
accordance with Exhibit C after the second hour of
editing. Network shall use good faith efforts to
inform Customer of the expected changes, if any,
associated with changes requested by Customer.
4) Any Customer production request that requires
scripting a specific story to be shot on-premise and
edited into a specific Customer program feature (a
"Feature Segment") shall be submitted to Network in
writing no less than seven (7) business days prior to
the date and time that filming is requested to
commence. Customer reserves the right to approve
script and/or story angle for Feature Segments to
ensure the accuracy of the information prior to
shooting. When production on a Feature Segment has
been completed, Network shall pay the costs
associated with any minor changes requested by
Customer that require up to two (2) hours of editing.
If Customer requires changes to a Feature Segment
that requires editing time in excess of two (2)
hours, Customer shall pay additional charges in
accordance with Exhibit C. Network shall use good
faith efforts to inform Customer of the expected
charges, if any, associated with the changes
requested by Customer.
5) Customer shall appoint one or two personnel to act as
liaisons with Network's production team during the
production of the Customized Video Segments and to
assist Network with the coordination of customized
production among the Designated Locations.
6) Customer shall provide (or cause to be provided to)
Network at Customer's sole expense all publicity and
production clearances necessary or reasonably
requested by Network for filming on Customer's
premises. Customer shall be solely responsible for
obtaining any and all consents and approvals
(including as relate to privacy, image, personality,
recording or broadcast rights) from talent hired by
Customer and employees and guests of Customer
necessary or reasonably requested by Network in
connection with the filming, production or broadcast
of the Customized Video Segments.
7) Customer shall notify and coordinate with security
for Network production crews when and where deemed
appropriate by Network while filming on Customer's
premises.
8) For production occurring at any location owned or
controlled by the Customer or any of its related
companies, Network shall provide insurance of the
type and with limits that are reasonably appropriate
to the scope of the production. Customer shall be
named as an additional insured thereon.
8
b. PRODUCTION PERSONNEL.
1) Network's standard on-site crew shall consist of up
to four crew members (a Network producer and an
on-camera reporter, when and if deemed appropriate by
Network for the specific segment). Network shall use
good faith efforts to identify at the time of the
production request if additional on-site crew members
or special production equipment and post-production
processes will be necessary for more sophisticated
filming and productions, the assignment of which
shall be subject to Customer's consent. Customer also
may request additional on-site crew in its
discretion. Customer shall bear all costs and
expenses associated with additional on-site crew in
accordance with Exhibit C.
2) Customer shall provide rooms, food and beverages for
Network's on-site production crews while filming at
Customer's properties for production work and the
cost shall be allocated according to Section 6(h).
3) If Customer is a party to any collective bargaining
agreements that require the utilization of union
personnel in connection with on-site filming or
production, Customer shall be responsible for
supplying such personnel and incurring the
incremental cost related to their compensation.
c. ADDITIONAL SERVICES.
1) Where production services are being performed on
already completed Customized Video Segments (such as
edits to graphics, music, writing and/or voiceover
services), Customer shall only be charged for
re-purposing and updating of such segments in
accordance with Exhibit C.
2) Upon Customer's written request, Network shall
provide Customized Production in excess of one
hundred forty (140) minutes in thirty-minute
increments; provided that Customer pays Network (A)
in advance the Supplemental Video Production Fee and
(B) upon receipt of an invoice therefor, all other
costs and expenses associated therewith in accordance
with Exhibit C.
3) Customer may request on short notice that Network
produce, and Network shall use its good faith efforts
(which is expressly subject to the availability of
Network's local on-site ENG crew) to produce, a
segment involving a special story where the standard
advance notice and planning may not be possible, such
as jackpot winners, special appearances or
spontaneous events. Customer shall pay all costs and
9
expenses associated with accommodating such special
production in accordance with Exhibit C.
d. LICENSES; OTHER.
1) All techniques, processes, know-how, show-how,
patents and other proprietary information developed
by Network during its performance of any of the
services under this Agreement, including, without
limitation, the development and production of the
Customized Video Segments, shall be and at all times
remain the sole and exclusive property of Network,
and Customer shall hold no right, title or interest
with respect thereto.
2) Network shall digitally encode all of the Customized
Video Segments to enable streaming the content over
the Customer Websites. Customer hereby grants to
Network a worldwide, perpetual, non-exclusive,
royalty-free license during and after expiration of
the Term to rebroadcast the Customized Video Segments
over Network's website, xxx.XxxxxxxXxxxxxx.xxx
("Network's Website"), and all of Network's existing
and future co-branded broadband and cable
distribution channels and to use and show the
Customized Video Segments to third parties as samples
of Network's work.
3) Network shall create and maintain a separate video
library for each Designated Location, which library
shall include all Customized Video Segments,
"B-roll," news stories, promotions, Feature Segments
and graphics created for Customer. Network hereby
grants to Customer a personal, non-transferable,
non-exclusive, royalty-free license to use for
promotional purposes only at such Designated Location
(but not to duplicate) during the Term the contents
of the library and Network's digital linear tape
drives; provided that Customer shall reimburse
Network's actual duplication costs associated with
creating the library (described in Exhibit C,
Duplication Cost). Upon expiration or termination of
this Agreement, Customer shall return all contents of
the library to Network other than the Customized
Video Segments and, if requested by Network, shall
deliver a certificate to that effect.
4) Customer shall obtain Network's written consent (to
be granted in Network's sole discretion) prior to
using the library or any of its contents in any
manner outside of the express license granted in
Section 3(d)(3) above (such as by permitting any
third party to review, access or use the library or
any of its contents). Network shall be entitled to
receive a portion of any fees or revenues received
directly or indirectly by Customer associated with
any use of the contents of the library outside of the
express license granted in Section 3(d)(3) above, and
10
the parties agree to negotiate in good faith
regarding the allocation of any such fees or
revenues. When and if programming is used outside of
the express license granted in Section 3(d)(3) above,
Network shall receive a credit that reasonably
describes such contents and that reads in conspicuous
lettering "COURTESY OF PLAYERS NETWORK" (or words of
similar effect) at an appropriate place in the
programming or promotional materials.
5) From time to time, Network may request to produce
programming and event coverage on Customer's
property. Any such production is to be included in
the general Network programming library and Customer
will not be charged for the same, nor will such time
be included in Customer allotted hours of monthly
field production.
4. INTERNET AND BROADBAND DISTRIBUTION AND MARKETING SERVICES
a. GENERAL DESCRIPTION.
1) Commencing as promptly as practicable after the
Effective Date, Network shall provide the Internet
and Broadband Distribution and Marketing Services
described in Exhibit E attached hereto including,
without limitation, (i) providing links from
Network's Website to Customer's Boarding Pass sign-up
page on the Customer Websites so as to provide users
of Network's Website best access to the Customer
Websites (the "Network-Customer Links") as are
available given Network's other commitments, (ii)
posting on Network's Website of marketing and
promotional information regarding the Designated
Locations and (iii) digitally encoding and enabling
streaming broadcasts of the Programming Package and
the Customized Production Segments on not more than
three websites, xxx.XxxxxxxXxxxxxx.xxx,
xxx.XxXxxxxxxxXxxx.xxx and [Customer's sports betting
site] (collectively, the "Customer Websites") and on
Network's Website and broadband system as in
existence, as well as future systems, as of the
Effective Date.
2) Upon the request of Customer, Network may provide one
or more Network-Customer Links to Customer's hotel
reservations order webpage, and Customer shall pay
Network a ***** commission for all paid reservations
booked through such Network-Customer Links. The
amounts in respect of such commissions shall be paid
on a monthly basis and shall be accompanied by a
detailed report of Customer's on-line orders for such
month. Upon reasonable notice to Customer, Network
shall have the right to audit no more frequently than
11
once per year Customer's records for purposes of
confirming compliance with this Section.
3) Network-Customer Links may be modified and/or
expanded from time to time throughout the Term
pursuant to mutual agreement of the parties, except
that Network may modify the placement of the
Network-Customer Links on Network's Website in a
manner that best compliments the specific content as
determined in Network's sole discretion. To the
extent access to the Customer Websites from Network's
Site is requested or granted by Customer, and such
access is deemed to be a reproduction, transmission
or distribution, Customer hereby grants to Network a
perpetual, worldwide, non-exclusive, royalty-free
license to use, reproduce, transmit, distribute and
publicly display each of the Customer Websites so as
to make them available to users of Network's Website
via the Internet.
4) Network will host, maintain and provide digital
management and administrative services for Customer's
customized content and Network's own video library
content to be streamed on Customer's Websites. All of
the hosting, maintenance and administration services
are included in the standard fees charged under this
Agreement, except for transfer of content costs,
which shall be additional and charged to Customer
pursuant to Exhibit C. Network shall provide a report
of usage on a monthly basis and more frequently if
reasonably requested by Customer.
5) The phrase "transfer of content" refers to megabytes
of content transferred from Network's hosting partner
to Customer's websites. Each time an online user
accesses a video, there will be a transfer charge
which will vary depending on the size of the file and
modem speed on which a "user" accesses the file.
Network will supply Customer with a monthly transfer
report itemizing such transfers.
b. OTHER SPONSORING OFFERS.
During the Term, Network shall provide Customer with written
notice of any future offers by Network of the right to sponsor
or the receipt by Network of any bona fide third party offer
to sponsor programming on Network's Website or broadband
system, which notice shall state the material terms and
conditions (including price) of such offer. Customer shall
have a right of first refusal with respect to sponsoring such
programming on the terms described in such notice, which right
shall be exercised by providing written notice to Network no
later than ten (10) days after receipt of the notice from
Network pursuant to the previous sentence.
12
c. LIVE AND ARCHIVED WEBCASTS.
1) Customer may request, and Network shall provide, up
to two (2) webcasts over the Internet and Network's
existing broadband sites of events as designated by
Customer. Customer shall submit its request in
writing that details the length, type of event, date
of event and webcast and all other pertinent details
necessary for Network to evaluate technical aspects
of such webcast and to prepare a budget therefor.
2) Within fourteen (14) days of receipt of Customer's
written request pursuant to Section 4(c)(1), Network
shall prepare an estimated budget for such webcast,
which shall be approved by Customer. Customer shall
be obligated to pay all costs associated with such
webcast (including any and all bandwidth, production
and distribution fees) plus an administrative fee of
***** to Network.
3) In the event there is a third party primary sponsor
("Third Party Sponsor"), Customer agrees to share
equally with Network all sponsorship revenues it
receives for such webcast less the actual and
reasonable costs it incurs in connection with
planning and production of such event. Network may
obtain secondary sponsorship of such webcast, and the
revenues it receives shall belong solely to Network
(but Network may share such revenues with its
co-branded distribution companies).
5. PROMOTION AND USE OF NAMES
a. Consistent with the Roll-out Schedule on Exhibit D, Customer
may request that Network provide an initial stock of
on-premise marketing and promotional materials such as tent
cards, elevator and marquee posters to promote the Programming
Package and any other programming being provided by Network in
accordance with this Agreement. Initial stock shall not exceed
six thousand (6,000) in-room pieces and a total of seventy
(70) posters. After initial promotional materials are used,
Customer may request that Network provide additional marketing
and promotional materials at Customer's expense. Customer
shall have the right to approve the design and artwork of all
marketing and promotional materials prior to printing.
b. Customer may prepare and distribute its own marketing and
promotional materials describing and promoting the programming
being provided by Network hereunder. Customer has no
obligation to promote the broadcast or any of the services
that result from this Agreement or to use or distribute any of
the promotional or marketing materials provided by Customer
pursuant to this Agreement.
13
c. Customer hereby grants to Network the right to reproduce,
alter and display all logos, trademarks, tradenames and
similar identifying material relating to Customer solely in
connection with Network's performance of its obligations
hereunder; provided, however, that such right shall be deemed
a non-exclusive license or privilege only which confers no
property rights therein, and such license or privilege may be
revoked by Customer at any time, in which event Network shall
immediately cease use of all such material. Unless Network has
received Customer's prior written consent of (which consent
shall not be unreasonably withheld, delayed or conditioned),
Network shall not identify Customer or any of Customer's
properties by name, image, logo or likeness in any
cross-promotional materials or press releases of Network.
6. STANDARD FEES
a. INITIAL CUSTOMER ROLL-OUT FEE
On the Effective Date Customer shall pay to Network an initial
equipment installation and programming roll-out fee of *****
for the roll-outs scheduled to occur in May and June 2001 as
set forth on Exhibit D. Customer shall pay to Network a fee of
***** for each additional Designated Location requiring
roll-out no later than thirty (30) days prior to the
commencement of any additional roll-out of a Designated
Location.
b. MONTHLY PROGRAMMING PACKAGE FEE
1) Upon completion of the roll-out for each Designated
Location, Customer shall pay to Network an amount
equal to the sum of the first prorated month and
second month of the Programming Package Fee listed in
Exhibit C for such Designated Location. Thereafter
Customer shall pay to Network on the first day of
each month, the monthly Programming Package Fee
listed in Exhibit C for each Designated Location then
receiving the Programming Package.
2) On the first day of each month in which the
Programming Package is being delivered, Customer
shall pay Network a monthly fee for producing the
calendar of events referred to in Section 2(a)(4)
will be *****. Customized calendar of events will not
begin until June, 2001, therefore Customer shall not
be billed for such calendar of events until June 1,
2001.
3) Initial payments for monthly Programming Package may
be prorated depending on the exact day of activation
in accordance with the rollout for each designated
location.
14
c. CUSTOMIZED VIDEO SEGMENT FEES.
As consideration for production of the Customized Video
Segments, Customer shall pay Network (A) a one-time creative
collaboration fee of ***** and (B) a fee of ***** for the
production of the Customized Video Segments, which fee shall
be paid in advance as follows: (i) ***** on the Effective
Date, (ii) ***** upon commencement of pre-production for the
47th minute of Customized Video Segments, and (iii) ***** upon
the commencement of pre-production for the 93rd minute of
Customized Video Segments.
d. INTERNET AND BROADBAND MARKETING AND DISTRIBUTION SERVICES
FEES.
Customer shall pay Network the fees listed in Exhibit E
associated with performance of the Internet and Broadband
Marketing and Distribution Services.
e. OFFSETS.
Customer shall not be entitled to set-off or deduct amounts
payable by or disputed by it.
f. LATE PAYMENTS
Interest at the lesser of ***** per month (or partial month)
and the maximum amount permitted by law shall accrue on any
amounts not paid within ten (10) days of the due date.
g. ROOM, FOOD AND BEVERAGE CREDITS
Customer shall establish an aggregate monthly Room, Food and
Beverage credit of ***** per month to be used primarily for
Network's standard on-site and production crews which Network
can access any of Customer's locations. This credit shall
accrue over the Term and may be used at any time within twelve
(12) months after the expiration or termination of this
Agreement. Customer shall pay for rooms, food and beverages
for any additional on-site personnel at the same rates as
applicable to Network's standard on-site production crews.
Network will comply with Customer's standard corporate
procedures to access such credit. All charges to Network shall
be calculated at the "casino rate" at the Dedicated Location.
The outstanding room, food and beverage credit under the
Existing Agreements as of the Effective Date shall be applied
to the credit balance under this Agreement.
15
7. REPRESENTATIONS, WARRANTIES, COVENANTS & INDEMNIFICATION
a. As of the Effective Date, Network and Customer each represent
and warrant to the other that: (i) it has been duly formed and
is validly existing in good standing under its state of
organization and any other states where it is required to be
qualified to do business in order to perform its obligations
under this Agreement; (ii) it has the requisite right, legal
capacity and authority to enter into the Agreement, to perform
its obligations hereunder and to consummate the transactions
contemplated hereby; (iii) this Agreement has been effectively
authorized by all necessary organizational and legal action
required by it; (iv) this Agreement constitutes its legal,
valid, and binding obligation, enforceable against it in
accordance with its terms, subject only to applicable
bankruptcy, insolvency, reorganization, moratorium or similar
laws or equitable principles affecting or limiting rights of
contracting parties and (v) it is not party to any contract or
bound by any order that will interfere with the full and
complete performance of its obligations under this Agreement.
b. Upon Customer's delivery to Network of any commercial
announcement or other programming material, Customer
represents and warrants to Network that such announcement or
material does not contain any material that violates any
trademark, service xxxx, right of privacy, copyright or
dramatic, literary privacy, image or personality right of any
third party.
c. Except as expressly provided herein, neither party shall have
any right, title or interest in or to names, logos, service
marks, patents, trademarks, copyrights or other intellectual
property of the other party.
d. Customer acknowledges that the services being provided
hereunder by Network are subjective in nature and that
Customer will have to pay additional fees and costs relating
to alterations because of qualitative differences it may have
with Network regarding their services being provided hereunder
(particularly the Customized Video Production). Customer
further acknowledges that nothing contained herein shall be
construed as granting one Customer the right to cause Network
to remove, alter, edit or modify in any manner any aspect of
the Network Programs, Network's Website or Network's broadband
system or programming.
e. Customer acknowledges that certain additional services and
benefits associated with the Programming Package and the
Internet and Broadband Distribution and Marketing Services
described herein have not yet been fully developed by Network,
such as additional television syndication exposure. While it
is the intent of the Network to further develop such benefits,
Customer acknowledges and agrees that this Agreement shall not
constitute a guarantee of when such efforts will come to
fruition.
16
f. Each party (in such capacity, the "Indemnitor") shall defend,
indemnify and forever hold harmless the other party and its
affiliates, shareholders, officers, directors, employees,
agents and partners from and against any and all claims,
losses, damages, costs or expenses (including reasonable
attorneys' fees) (collectively, "Claims") relating to (i) any
breach of any representation, warranty or covenant under the
Agreement by the Indemnitor, (ii) any damage to person or
property or any claim for damages by any personnel or
subcontractor, or (iii) the provision, use, alternation,
broadcast or distribution of content provided by the other
party (whether of an editorial, advertising or other nature),
the accessibility thereto or the exchange of information over
the Internet or television (including broadband) in connection
therewith, including copyright infringement, libel, indecency,
false light, misrepresentation, invasion of privacy or image
or personality rights or violation of recording or broadcast
rights. These indemnifications do not apply to Claims to the
extent arising from the negligence or willful misconduct of
the person seeking indemnification hereunder. The
indemnifications provided hereunder shall survive the
expiration or termination of this Agreement for any reason.
The Indemnitor shall pay any reasonable costs incurred in
enforcing the indemnifications provided herein.
g. EXCEPT AS SPECIFIED IN SECTION 7(A) AND 7(B), NETWORK
EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE SERVICES
PROVIDED HEREUNDER.
8. FORCE MAJEURE
Neither party shall be liable to the other for failure of performance
(but not failure to pay) hereunder by reason of any act of God,
earthquake, labor dispute, civil disturbance or insurrection,
non-delivery by program suppliers or others, disruption or breakdown of
origination or transmission facilities, or any other cause beyond such
party's reasonable control; provided, however, that adverse economic or
market conditions shall not by themselves constitute grounds for excuse
of performance hereunder.
9. CONFIDENTIALITY
During the Term and for a period of one (1) year thereafter, the terms
and conditions of the Agreement shall be kept confidential by the
parties and shall not be disclosed by either party to any third party
except on a need-to-know basis to persons or entities actively and
legitimately investigating the acquisition or assumption of all or a
portion of such party's business or in connection with a merger,
consolidation or reorganization with such party. Customer agrees to
keep confidential and not to use or disclose any confidential or
proprietary information relating to the business practices, strategies,
technologies or techniques of Network and agrees that such information
17
is the sole and exclusive property of Network. Notwithstanding any of
the foregoing in this Section 9, information required to be kept
confidential hereunder may be disclosed by a party only (i) to the
extent that such disclosure is required by any court order or
governmental agency, or as may reasonably be necessary in connection
with any regulatory proceedings, (ii) to such party's accountants,
auditors, agents and counsel to the extent such disclosure is necessary
to enable such persons or entities to provide their services to the
party in question, and (iii) to executive personnel of affiliated
companies on a need-to-know basis. Each party acknowledges that the
remedy at law for any breach by it of this Section 9 will be inadequate
and that the other party shall also be entitled to injunctive relief.
This Section 9 shall survive the expiration or termination of this
Agreement.
10. MISCELLANEOUS PROVISIONS
a. Network shall not be restricted from licensing its programming
(excluding the Customized Video Segments), or any portion
thereof, to any other entity of any nature whatsoever.
b. Except as expressly provided herein, any notice, demand,
approval, consent or other communication required or permitted
hereunder or by law shall be validly given or made only if in
writing, properly sent by first-class United States mail,
courier or telecopy, and addressed to the party for whom
intended at the address set forth in the Preamble to this
Agreement or such other address provided in writing by a
party.
c. Network's liability hereunder for any event, act or omission,
whether in contract, tort, equity, or otherwise, shall be
limited to the aggregate fees payable to Network during the
Term.
d. Other than for (i) Claims arising out of breaches of Section
7(b) and Section 9, (ii) Claims described in Section 7(f)(iv)
and (iii) Claims determined by a final adjudication to have
been caused or contributed by a party's gross negligence or
willful misconduct, in no event will the measure of damages
payable by either party include, nor will either party be
liable for, any amounts for loss of income, profit or savings
or indirect, incidental, consequential, exemplary, punitive or
special damages of any party, including third parties, even if
such party has been advised of the possibility of such damages
in advance, and all such damages are expressly disclaimed.
e. Any waiver by either party of any breach of any term or
condition of the Agreement shall not be deemed to be a waiver
of any rights or remedies resulting from that breach, nor
shall such waiver constitute a waiver of any other term or
condition of the Agreement.
f. The Agreement cannot be modified except by written instrument
signed by each of the parties and shall in all respects be
governed and constructed by the laws of the State of Nevada
18
applicable to contracts made and to be entirely performed in
Nevada.
g. Nothing contained herein shall be deemed to create a joint
venture or partnership between the parties.
h. The invalidity under applicable law of any provision of the
Agreement shall not affect the validity of any other provision
of the Agreement, and in the event that any provision is
deemed to be invalid or otherwise illegal or unenforceable,
the Agreement shall remain effective and shall be construed in
accordance with its terms as if the invalid, illegal or
unenforceable provision were not contained therein.
i. Each party agrees to execute such other documents and
instruments and to perform such other acts as may be
reasonably necessary to carry out the purposes and intent of
this Agreement (including, without limitation, executing
and/or causing the execution and delivery of, documents
terminating the Existing Agreements).
j. Any attempted assignment or delegation of this Agreement or
any interest hereunder by a party without the other party's
prior written consent shall be null and void; provided,
however, that Customer shall have the right, without the
consent of Network, to assign its rights and obligations
hereunder to any successor entity in connection with a merger,
reorganization or other corporate restructuring of Customer.
k. Both parties agree to issue a joint press release upon
execution of this Agreement. Except as otherwise required by
law or regulation, neither party shall issue any subsequent
press release or public announcement relating to this
Agreement or the transactions contemplated hereby without
receiving the prior written consent of the other party.
l. Unless the context of this Agreement otherwise requires, (i)
words using singular or plural number also include the plural
or singular number, respectively, (ii) the terms "hereof,"
herein," "hereby," and derivative or similar words refer to
the entire Agreement, including exhibits (which are
incorporated herein by reference), (iii) the masculine gender
shall include the feminine and neuter, (iv) references to
persons shall include natural persons, corporations,
partnerships, limited liability companies, unincorporated
associations and similar entities and bodies, (v) any
reference to a law, an agreement or a document shall refer to
any amendment, supplement or replacement of the same, and (vi)
whenever this Agreement refers to a number of days, such
number shall refer to calendar days unless business days are
specified.
m. Each party may engage in business activities or ventures
independently or with others irrespective of whether such
activities or ventures do or will compete with (or are with a
19
third party who does or competes with) the business of the
other party or its affiliates.
IN WITNESS WHEREOF, the parties have caused this Master Services Agreement to be
executed by their authorized representatives as of the date first written above.
PLAYERS NETWORK, INC. STATION CASINOS, INC.
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxx Xxxxxxxxxxx
---------------------------------- --------------------------------
Print Name: Xxxx Xxxxxxx Print Name: Xxxxx Xxxxxxxxxxx
-------------------------- ------------------------
Its: President Its: ENP / CFO / CSO
--------------------------------- -------------------------------
Exhibits
--------
A - Description of Programming Package
B - Description of Customized Video Production
C - Fees Schedule
D - Designated Locations and Roll-Out Schedule
E - Internet and Broadband Distribution and Marketing Services
20
EXHIBIT A
Description of Programming Package
----------------------------------
The Programming Package shall be composed of a digital content management
system, customized programming, an in-house gaming channel program, scheduled
production updates, digital content management of streaming media remote field
productions and access to Network's programming library. The Package also
includes digital playback equipment, consisting of specialized hardware and
software. Customer shall be provided with Customer specific programming,
maintenance, marketing and promotional support.
Package includes:
|X| Access to Network's complete line of gaming instructional videos and
production library including, without limitation, all Network brands
covering table games, slots, sports, race book, and tournaments.
|X| Digital broadcast file server with the ability to broadcast over four
Dedicated Channels
|X| 24/7 system monitoring
|X| Maintenance and service of equipment installed by Network pursuant to
this Agreement
|X| System programming and installation
|X| Ongoing scheduling and program rotation
|X| Access to Network's viewership and market impact/studies.
|X| Entertainment calendar of events that will be updated monthly to
promote Customer's casinos. Event calendar will be approximately 90
seconds, depending on total number of events each month, or roughly 18
minutes annually. Calendar will be composed of background graphics,
possibly moving or including animation, text information that will
either scroll or fade in and out, writing copy, a voice over (if
needed) and pictures or videos of the artist or event to be integrated.
Pictures, video and show/event information be provided by Customer and
will need additional lead time.
EXHIBIT B
Description of Customized Video Production
------------------------------------------
1. Customized Video Productions may be composed of updates with on-camera
reporters and event listings regarding various categories of
information about Customer's gaming business such as:
o PLAYERS WORLD/GAMING SPECIAL REPORTS
o TOURNAMENTS TODAY/REPORT & CALENDAR OF EVENTS
o NEON BUZZ/ENTERTAINMENT REPORT AND EVENT CALENDAR
o GAMEWATCH SLOT MACHINE INSTRUCTIONAL SEGMENTS
o SLOT AND CASINO CLUB INFORMATION
o SPECIAL CASINO PROMOTIONS
2. Network shall prepare an updated video library consisting of B-rolling
the Designated Locations. The video content will feed the visuals used
in both the entertainment segments and for the re-purposing of all of
Customer's video needs. Re-purposing may include both online and
offline marketing solutions, including CD Rom, VHS video tapes,
Internet, Kiosk and Plasma Displays.
3. The Customized Video Segments shall be composed of a series of
high-energy entertainment style talent-driven production segments that
are customized from script to screen. These segments would be in
"Entertainment Tonight" style, going behind the scenes of Customer
attractions, into the kitchens finding out the secret recipes of the
chefs, and throughout the casino discovering the advantages of the
Boarding Pass membership, special casino offers, promotions, amenities
and more.
These segments should range between one and five minutes each and can
feature interviews with the personalities that make up Customer's
staff. Familiarizing guests with members of the staff will allow them
to further connect with the property, while tempting them to experience
the fun and excitement of the resort. Customer can apply the Customized
Video Production towards any of the Designated Locations in any order
or quantity it deserves.
CUSTOMIZED CONTENT PRODUCTION DETAILS
-------------------------------------
PRE-PRODUCTION
--------------
Includes:
|X| The assignment of a creative writer/producer team
|X| Pre-production creative meetings with marketing staff
|X| Writing scripts and story concepts
|X| Complete production breakdown and scheduling
|X| Casting talent
PRODUCTION THROUGH POST PRODUCTION
----------------------------------
Includes all Equipment:
|X| One betacam camera
|X| Audio, Grip, Lighting
|X| Video tape and expendable supplies
Above the Line Crew:
|X| Producer / Director
|X| Director of Photography
Below the Line Crew:
|X| Production Coordinator
|X| Audio technicians
|X| Gaffer / Grip
|X| One Production Assistant
Post-production:
|X| Off line editing with editor
|X| On line editing with editor
|X| Music, effects and graphics
EXHIBIT C
Fee Schedule
------------
A. MONTHLY PROGRAMMING PACKAGE FEES (BY DESIGNATED LOCATION)
----------------------------------------- --------------------------------------
Palace Station *****
----------------------------------------- --------------------------------------
Sunset Station *****
----------------------------------------- --------------------------------------
Boulder Station *****
----------------------------------------- --------------------------------------
Texas Station *****
----------------------------------------- --------------------------------------
Fiesta *****
----------------------------------------- --------------------------------------
Santa Fe *****
----------------------------------------- --------------------------------------
The Reserve *****
----------------------------------------- --------------------------------------
Green Valley Ranch *****
----------------------------------------- --------------------------------------
Wild, Wild West *****
----------------------------------------- --------------------------------------
TOTAL MONTHLY PROGRAMMING PACKAGE FEES
(WHEN ALL HOTELS INSTALLED) *****
----------------------------------------- --------------------------------------
B. ADDITIONAL PRODUCTION FEES
PRODUCTION
----------
TALENT
------
Named Talent Quoted per job
Extras ***** per day
Voiceover ***** per VO script
CREATIVE SERVICES
-----------------
Producing Fees ***** of total budget for the job
Writing ***** per hour
PRODUCTION
----------
2-Man Crew ***** per hour / 4-hour minimum
w/ camera & equipment, lights, audio
Additional Crew ***** per hour or ***** per
10-hour day (whichever is less)
CAMERA SUPPORT EQUIPMENT
------------------------
Steadicam w/ operator ***** per day
Boom w/operator & assistant ***** per day
POST-PRODUCTION
---------------
Online editing w/ editor ***** per hour
Offline editing w/ editor ***** per hour
Computer animated logos, Quoted per job
special effects & graphic
MUSIC
-----
Needle-drop music ***** per segment
Original music score Quoted per job
MARKETING MATERIALS
-------------------
Restocking of our customized promotional *****
Materials
ADDITIONAL LEASED CHANNELS
--------------------------
Set Up/ Programming/Equipment Upgrades *****
DUPLICATION
-----------
Beta to Digital or other mastering formats ***** per hour, plus tape stock
Beta to VHS viewing copies ***** per hour, plus tape stock
NOTE: IN THIS EXHIBIT C, A "DAY" SHALL MEAN 10 HOURS.
EXHIBIT D
Designated Locations And Roll-Out Schedule
------------------------------------------
------------------------- ------------------------ -----------------------------
DESIGNATED LOCATION ADDRESS ROLL-OUT DATE*
------------------------- ------------------------ -----------------------------
Sunset Station Already rolled-out
------------------------- ------------------------ -----------------------------
Palace Station 5/1/2001
------------------------- ------------------------ -----------------------------
Boulder Station Already rolled-out
------------------------- ------------------------ -----------------------------
The Reserve 5/1/2001
------------------------- ------------------------ -----------------------------
Texas Station 5/7/2001
------------------------- ------------------------ -----------------------------
Fiesta 5/7/2001
------------------------- ------------------------ -----------------------------
Santa Fe 6/15/2001
------------------------- ------------------------ -----------------------------
Wild, Wild West 6/15/2001
------------------------- ------------------------ -----------------------------
Green Valley Ranch When opens (approx. 12/2001)
------------------------- ------------------------ -----------------------------
*Network needs continuous access to Customer's premises for purposes of
installing and testing necessary equipment and infrastructure for at least 2
days prior to the scheduled Roll-out Date.
EXHIBIT E
Internet and Broadband Distribution and Marketing Services
----------------------------------------------------------
VALUE ADDED MARKETING
---------------------
Network will provide exposure for Customer on XxxxxxxXxxxxxx.xxx for *****. This
will include streaming Customized Video Segments on Network's existing domestic
international co-branded cable, DSL and wireless networks in up to 10,000,000
subscriber homes in accordance with the terms and conditions of its broadband
agreements. Over 10,000,000 homes will be subject to payment of fees mutually
agreed by the parties. The cross-promotion services will be streaming videos,
advertising and gaming events integrated into the look and feel of Network's
Website. Network-Customer Links provided will be text links (and not banner
links).
Network will provide links on its website to advertise Customer's land-based
casinos, but not to Internet sites which offer online gambling. Network will
make special advertising rates available if Customer wishes to place ads on any
of its co-branded sites.
VIDEO STREAMING, HOSTING AND INTERNET CONTENT LICENSE
-----------------------------------------------------
These services include the online licensing of Network's video library (except
for videos or other programming developed by Network for its other customers),
hosting streaming media, storage, transmission of content and monthly viewership
reports.
Full motion video and resort information on Network's WEB page
--xxx.XxxxxxxXxxxxxx.xxx.
Customer shall pay Network ***** per megabyte of streaming media hosted and
transferred to Customer's Websites, which shall be paid monthly. Customer's
bandwidth will vary depending on each individual user's modem speed.
Customer agrees to pay Network for storage of content above 1GB in the amount of
***** per GB per month (or fraction thereof).
