Exhibit 10
LICENSE AGREEMENT FOR INTERNET TRANSMISSION
This License Agreement for Internet Transmission ("Agreement") is entered into
as of April 21, 2009 (the "Effective Date") by and between Netflix, Inc., a
Delaware corporation with its principal place of business at 000 Xxxxxxxxxx
Xxxxxx, Xxx Xxxxx, XX 00000 ("Netflix") and National Lampoon, Inc., a California
corporation, with its principal place of business at 0000 Xxxxxx Xxxxxxxxx, Xxx
Xxxxxxx, XX 00000. ("Distributor").
Recitals
Netflix is a subscription entertainment service providing its subscribers with
access to motion pictures, television and other digital entertainment products
in a variety of formats.
Distributor is in the business of distributing certain Titles, as defined below.
Netflix and Distributor desire to enter into a relationship whereby Distributor
will grant Netflix a license to distribute Titles to subscribers within the
Territory, as defined below, all in accordance with the terms and conditions set
forth below.
Agreement
In consideration of the mutual promises contained herein and such other good and
valuable consideration, the parties agree as follows:
1. Definitions.
1.1. "Applications" shall mean web applications created by developers using
Application Programming Interfaces (commonly known as APIs) released
by Netflix, which web applications will enable subscribers and other
users, as applicable, to, for example, access the Netflix website; add
or remove a movie from a Netflix "queue"; or watch, via Internet
Transmission, a trailer, Promotional Sample or Title.
1.2. "End Date" shall mean, for each Title, the date such Title may last be
made available for exhibition on and distribution through the Netflix
Service, as detailed on Schedule A attached hereto.
1.3. "Internet Transmission" shall mean the transmission of data via
Internet Protocol, UDP or other network protocols or architectures and
any successor means, methods, processes or technologies now or
hereafter devised for the transmission of digital data, including
without limitation through use of client software contained on a
Blu-ray disc or other optical media.
1.4. "High Definition" shall mean a scanning line structure greater than
DVD quality (greater than 720x480 NTSC or 720x576 PAL).
1.5. "License Fees" shall have the meaning set forth in Section 4.1 below.
1.6. "Netflix-Enabled Device" or "XXX" shall mean any device capable of
receiving data via Internet Transmission and which implements security
and copy protection specifications no less protective than those
provided by Netflix to any similarly situated provider, including
without limitation (i) a desktop or laptop computer; (ii) an
Internet-enabled television set; (iii) an Internet-enabled set top
box, including a box that offers an integrated personal digital video
recorder (DVR); (iv) an Internet-enabled DVD and/or Blu-ray player;
(v) a game console; (vi) a portable device; (vii) a media center
extender; and (viii) a device with a general web browser interface.
1.7. "Netflix Service" shall mean a subscription service that provides
subscribers (which includes those with a free trial subscription) with
unlimited, on-demand access to motion pictures, television and other
entertainment products in a variety of formats, including without
limitation High Definition, and uses various delivery mechanisms to
deliver such content, including without limitation distribution via
Internet Transmission. For the avoidance of doubt, the Netflix Service
shall include either of the following distribution models: (i)
distribution of content both in optical disc format (e.g., DVD,
Blu-ray) and via Internet Transmission, including through
Applications, to NEDs and (ii) distribution of content solely via
Internet Transmission, including through Applications, to NEDs.
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1.8. "Source Material" shall mean the source files for the Titles and
associated trailers, artwork, promotional materials and metadata, the
delivery specifications for which are detailed in Schedule B attached
hereto, as such requirements may be updated from time to time by
mutual written agreement of the parties.
1.9. "Start Date" shall mean, for each Title, the date such Title may first
made available for exhibition on and distribution through the Netflix
Service, as detailed on Schedule A attached hereto.
1.10. "Term" shall mean the period commencing on the Effective Date and
ending on the expiration date of the last to expire Title License
Period.
1.11. "Territory" shall mean the United States (including without
limitation the 50 States, the District of Columbia and Puerto Rico)
and all its territories, possessions, commonwealths and protectorates.
1.12. "Titles" shall mean those motion pictures, television programs and
other digital entertainment products listed in Schedule A, as such
list may be updated from time to time by mutual written agreement of
the parties.
1.13. "Title License Period" shall mean, for each Title, the period
commencing on the applicable Start Date and expiring on the applicable
End Date detailed on Schedule A.
2. Grant of Licenses.
2.1. Titles License. Distributor grants to Netflix (and its authorized
third party contractors) during the Term a limited, non-exclusive
right and license to exhibit and distribute an unlimited quantity of
Titles (and associated Source Material) within the Territory by way of
Internet Transmission via the Netflix Service to NEDs. Distributor
also grants to Netflix (and its authorized third party contractors)
during the Term a limited, non-exclusive right and license to copy,
install, compress, uncompress, encode, decode, encrypt, decrypt
display, use, cache, store and transmit the Titles (and associated
Source Material) for purposes of such approved exhibition and
distribution as well as for limited testing and demonstration
purposes.
2.2. Marketing and Promotion.
2.2.1. Trademark License. Distributor grants to Netflix (and its
authorized third party contractors) during the Term a
limited, non-exclusive right and license to copy, install,
display, use, cache, store, transmit, exhibit and distribute
Distributor's trademark(s) and logo(s) identified on
Schedule C (collectively, "Distributor Marks") for purposes
of exercising its rights under this Section 2.
2.2.2. Marketing; Pre-premotion. Subject to Section 4.3, Netflix
shall have the right to, commencing thirty (30) calendar
days prior to each Title's Start Date, market and promote
the availability of such Title through the Netflix Service,
including through the display of Source Material and
Distributor Marks, in accordance with its standard
merchandising and marketing policies.
2.2.3. Promotional Samples; Promotion to Non-Subscribers.
Distributor grants to Netflix (and its authorized third
party contractors) during the Term a limited, non-exclusive
right and license to edit and modify the Titles to create
short promotional samples for the Titles, each no longer
than two (2) minutes in length ("Promotional Samples").
Distributor further grants to Netflix during the Term a
limited, non-exclusive right and license to (a) exhibit and
distribute, by way of Internet Transmission, including via
Applications, Source Material (excluding Titles) and
Promotional Samples to subscribers and other users for
purposes of marketing and promoting the availability of the
Titles through the Netflix Service and (b) copy, install,
compress, uncompress, encode, decode, encrypt, decrypt,
display, use, cache, store and transmit such materials for
purposes of such approved exhibition and distribution. For
the avoidance of doubt, Netflix need not encrypt Promotional
Samples or trailers.
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2.3. Withdrawal by Netflix. Notwithstanding anything to the contrary in
this Agreement, Netflix shall have the right to temporarily suspend or
permanently withdraw any Title from the Netflix Service at any time
for any reason.
2.4. Withdrawal by Distributor. Distributor shall have the right to
permanently withdraw "National Lampoon's The Legend of Awesomest
Maximus" ("LOAM") from this Agreement upon Distributor securing a
theatrical release for LOAM within North America.
2.5. Encryption; Copy Protection. Netflix agrees that it shall use
commercially reasonable means to ensure that each Title delivered to
its subscribers is, at Netflix's expense, encoded and encrypted using
encoding and encryption technologies that are no less protective than
those provided by Netflix to any similarly situated distributor.
2.6. Notwithstanding anything to the contrary herein, Netflix shall be
permitted to offer the Netflix Service, including the Titles licensed
hereunder, on NEDs where a Netflix Service subscriber is required to
use a third party service provider and/or make payment to a third
party to access the Netflix Service (e.g., pay an additional charge or
subscription fee paid to a service provider in order to access the
Netflix Service or a tier of or bundled service that provides access
to the Netflix Service). By way of example only, the Netflix Service
may be offered through a game console such as the Sony PlayStation 3
or Microsoft Xbox, wherein access to the Netflix Service by
subscribers through such XXX requires the payment of a recurring,
material fee to Sony Corporation of America or Microsoft Corporation
(in addition to subscription fees billed by Netflix) for access to the
Netflix Service or a tier of or bundled service that includes the
Netflix Service.
2.7. In the event that Netflix acquires the rights to distribute a Title on
the Netflix Service through its affiliate relationship with Starz
Entertainment, LLC during such Title's Title License Period, Netflix
shall have the right to withdraw that Title from this Agreement upon
written notice to Distributor. In such an event, Distributor shall
refund or credit to Netflix, at Netflix's option and within thirty
(30) calendar days of the effective date of such notice, a prorated
amount of the applicable License Fee paid to Distributor, calculated
as of the effective date of such notice.
3. License Fees.
3.1. License Fees. For each Title set forth in Schedule A, Netflix shall
pay Distributor the amount set forth in Schedule A (each, a "License
Fee").
3.2. Payment Details. Netflix's payment obligations with respect to a Title
shall arise upon delivery and acceptance of Source Material.
Accordingly, Distributor shall issue an invoice for one hundred
percent (100%) of the License Fee for a Title upon the delivery and
acceptance of the relevant Source Material pursuant to Section 4
below. Such amounts shall be due and payable no later than sixty (60)
calendar days from the date of invoice. All amounts cited in this
Agreement are in, and all payments to Distributor shall be made in,
United States Dollars.
4. Delivery.
4.1 Source Material. Distributor shall create and deliver, at its sole
expense, Source Material for each Title to the address provided by
Netflix no earlier than ninety (90) calendar days and no later than
thirty (30) calendar days prior to the applicable Start Date or such
other date otherwise agreed to in writing by the parties.
Simultaneously with each such delivery, Distributor shall email a
completed version of the metadata form attached hereto as Schedule D
to Netflix at XXxxxxxxxxxxx@xxxxxxx.xxx. Source Material shall be
loaned to Netflix for the purpose of encoding and shall be destroyed
by Netflix within ninety (90) calendar days of the expiration of the
applicable Title License Period. Title to the Source Material shall at
all times remain in Distributor.
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4.2 Specifications. All Source Material shall be provided to Netflix in
accordance with the specifications set forth in Schedule B. For the
avoidance of doubt, in the event that Source Material is provided to
Netflix in encrypted format, including for example on DVD, Netflix
shall be permitted to decrypt such media as necessary prior to
encoding and/or encode directly from such media. Distributor
represents, warrants and covenants that Source Material shall be
delivered in the highest quality and resolution available to
Distributor, including without limitation High Definition, and that
if, during the applicable Title License Period, a higher quality or
resolution version of any Source Material becomes available to
Distributor, or is made available by Distributor to any other third
parties, Distributor shall provide that version, without cost, to
Netflix.
4.3 Acceptance. Upon Netflix's receipt of the Source Material for a Title,
Netflix shall have thirty (30) calendar days in which to send
Distributor written notice of its acceptance ("Notice of Acceptance")
or rejection ("Notice of Rejection") of the Source Material for that
Title, such acceptance or rejection to be reasonably determined by
Netflix. In the event that Netflix displays or distributes files
created from Source Material on or from the Netflix Service prior to
issuing a Notice of Acceptance or a Notice of Rejection, then such
Source Material shall automatically be deemed accepted by Netflix.
4.4 Rejection. Upon Distributor's receipt of a Notice of Rejection, if
any, Distributor shall, without delay and at its sole expense, replace
the defective Source Material. In event that Distributor is unable to
provide an acceptable Source Material replacement, Netflix shall not
be obligated to pay any License Fee with respect to the relevant Title
and the parties shall instead negotiate in good faith to replace such
Title with a comparable film or program.
5. Representations and Warranties; Indemnification; Limitation on Liability.
5.1. Netflix. Netflix represents, warrants and covenants that (i) it has
the full right, power, legal capacity and authority to enter into and
fully perform its obligations under this Agreement; and (ii) there are
not now any liens, claims, encumbrances, legal proceedings, agreements
or understandings which might conflict or interfere with, limit,
derogate from or be inconsistent with any of Netflix's
representations, warranties or covenants contained in this Section
5.1.
5.2. Distributor. Distributor represents, warrants and covenants that (i)
it has the full right, power, legal capacity and authority to enter
into and fully perform its obligations under this Agreement; (ii)
there are not now any liens, claims, encumbrances, legal proceedings,
agreements or understandings with respect to any Titles (and
associated Source Material and Promotional Samples) hereunder that
could or would interfere with Netflix's distribution or other
exploitation thereof or materially impact the rights granted to
Netflix hereunder or which might conflict or interfere with, limit,
derogate from, or be inconsistent with any of Distributor's
representations, warranties or covenants contained in this Section
5.2; (iii) it has and shall maintain during the Term all necessary
rights, titles, authorizations, consents and interests, including
without limitation from all third party rights holders for each Title,
necessary to grant Netflix the licenses granted in this Agreement;
(iv) it has satisfied and shall satisfy during the Term all third
party obligations of any kind with respect to the Titles (and
associated Source Material and Promotional Samples) and their
distribution and exploitation in accordance with this Agreement,
including without limitation all guild residuals and participations,
and Netflix shall have no obligation for any such past, current or
future charges or similar payments; (v) Netflix's distribution and
other exploitation of the Titles (and associated Source Material and
Promotional Samples) and Distributor Marks in accordance with this
Agreement shall not violate or infringe any rights of any third party,
including without limitation any third party intellectual property
rights, contract rights, moral rights, rights of publicity, and rights
of privacy, or defame or constitute unfair competition against such
third party; and (vi) the Titles (and associated Source Material and
Promotional Samples) and Netflix's distribution and other exploitation
of same in accordance with this Agreement shall not violate any
applicable law, rule or regulation.
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5.3. Indemnification.
5.3.1. Netflix will defend, indemnify and hold harmless
Distributor, its directors, officers and employees from any
and all loss, damage, claim, liability or expense (including
legal fees and costs) actually incurred as a result of a
third party claim ("Claim") arising out of a breach or
alleged breach of the representations and warranties made in
Section 5.1.
5.3.2. Distributor will defend, indemnify and hold harmless
Netflix, its directors, officers, employees, authorized
third party contractors and XXX manufacturing partners from
any Claim arising out of a breach or alleged breach of the
representations and warranties made in Section 5.2.
5.3.3. Indemnification Procedure. A party seeking indemnification
("Indemnified Party") shall promptly notify the other party
("Indemnifying Party") in writing of any Claim of which it
becomes aware. The Indemnifying Party shall control the
defense, settlement, adjustment or compromise of any such
Claim; provided that the Indemnifying Party may not settle
any Claim on behalf of the Indemnified Party without first
obtaining the Indemnified Party's written authorization. The
Indemnified Party may employ its own counsel at its own
expense, and, at the Indemnifying Party's reasonable request
and expense, shall cooperate and assist the Indemnifying
Party with respect to the negotiation, defense or settlement
of any such Claim, but shall have no right or authority to
settle any such Claim on behalf of the Indemnifying Party
without first obtaining the Indemnifying Party's written
authorization. In the event of a settlement of any such
Claim, each party agrees not to disclose the terms of the
settlement without first obtaining the other party's written
authorization. Any authorization sought under this Section
5.3 shall not be unreasonably delayed or withheld.
5.4 Limitation of Liability. EXCEPT FOR EACH PARTY'S INDEMNIFICATION
OBLIGATIONS AS SET FORTH IN SECTION 5.3, IN NO EVENT SHALL EITHER
PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT
LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS) ARISING OUT OF OR
RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION AND
EVEN IF A REPRESENTATIVE OF THE PARTY ALLEGEDLY LIABLE WAS ADVISED,
HAD REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH
DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
6. Confidentiality.
6.1 Confidential Information. Each party acknowledges and agrees that all
business and technical information provided to it by the other party
pursuant to this Agreement constitutes confidential and/or proprietary
information of the other party ("Confidential Information").
Confidential Information shall includes all oral, written or recorded
confidential and/or proprietary information about or related to the
disclosing party or its business, including without limitation the
terms and conditions of this Agreement. Notwithstanding the foregoing,
Confidential Information does not include information that (i) is or
becomes publicly available without breach of this Agreement; (ii) can
be shown by documentation to have been known to the receiving party
prior to its receipt from the disclosing party; (iii) is rightfully
received from a third party who did not acquire or disclose such
information by a wrongful or tortious act; (iv) can be shown by
documentation to have been developed by the receiving party without
reference to any Confidential Information; or (v) that the receiving
party becomes legally obligated to disclose to a governmental entity
with jurisdiction over it. In addition, each party is entitled to
disclose the terms and conditions of this Agreement (vi) as required
by law, including applicable securities law, and (vii) to banks,
proposed investors and financing sources, where disclosure is related
to securing additional financing for that party.
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6.2 Use of Confidential Information. Neither party shall use the other's
Confidential Information for its own use or for any purpose other than
as necessary to perform or enforce its rights and/or obligations under
this Agreement, or disclose such information to any third party
(except for advisors, potential investors, lenders or financiers, and
third party income participants, provided such parties are bound to a
confidentiality agreement at least as protective as this Section 6).
Each party shall take all reasonable measures to protect the secrecy
of and avoid disclosure of Confidential Information, which measures
shall be no less than reasonable care and shall include all of those
measures that the receiving party uses to protect its own Confidential
Information. This Section 6 shall survive expiration or earlier
termination of this Agreement.
7. Termination.
7.1. Either party may terminate this Agreement:
7.1.1. in the event of a material uncured breach or default by the
other party of any of its obligations under this Agreement,
provided that (i) notice is provided to the other party in
writing and (ii) such breach or default is not cured within
thirty (30) calendar days following the date such notice is
deemed given, unless such breach or default is by nature
uncurable in which case this Agreement shall be terminable
on the date of notice; or
7.1.2. in the event that the other party (i) institutes or
otherwise becomes a party, voluntarily or involuntarily, to
a proceeding alleging or pertaining to the insolvency or
bankruptcy of that party; (ii) is dissolved or liquidated;
(iii) makes an assignment of its material assets for the
benefit of creditors; and/or (iv) initiates or is subject to
reorganization proceedings. This Agreement shall be
terminable on the date written notice is deemed given to
such party.
7.2. No Waiver. Waiver by either party of a single breach or default or a
succession of breaches or defaults shall not deprive such party of the
right to terminate this Agreement by reason of any subsequent breach
or default.
7.3. Effect of Termination or Expiration. Upon termination or expiration,
this Agreement shall become void and the licenses granted hereunder
shall immediately terminate. Nothing herein shall be construed to
release either party from any obligation which matured prior to the
effective date of such termination or expiration (or which may
continue beyond such termination or expiration) or to relieve the
defaulting party from any and all liabilities at law or in equity to
the other for breach of this Agreement. Further, in the event that
this Agreement is terminated due to breach or default of Distributor,
Distributor shall refund or credit to Netflix, at Netflix's option and
within thirty (30) calendar days of the effective date of such
termination, a prorated amount of License Fees paid to Distributor,
calculated as of the effective date of such termination.
7.4. Survival. Those rights and obligations which by their very nature are
intended to survive termination or expiration of this Agreement shall
survive, including without limitation Sections 1, 5, 6, 7 and 8.
8. General Provisions
8.1. Governing Law; Dispute Resolution. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of
California (United States of America) without regard to its rules on
conflict of laws or any other rules that would result in the
application of a different body of law. The parties consent to the
exclusive jurisdiction and venue of the Federal and State Courts
located in Santa Xxxxx County, California for purposes of any
proceeding arising out of or relating to this Agreement.
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8.2. Future Technologies. The parties acknowledge that technology enabling
the electronic delivery of content is evolving and that certain
content and methods of electronic delivery may not be explicitly
addressed in this Agreement. The parties agree that as such new
content, methods or technologies become available, they shall work
together in good faith to amend this Agreement to incorporate such
developments.
8.3. Publicity. Distributor shall not issue any public announcement
regarding the existence of or terms of this Agreement without the
prior written consent of Netflix, which consent shall not be
unreasonably withheld.
8.4. Notice. Notices and other communications required or permitted to be
given hereunder shall be given in writing and delivered in person,
sent via certified mail or email, or delivered by
nationally-recognized courier service, properly addressed and stamped
with the required postage, if applicable, to the applicable
individuals and addresses specified in the signature block below.
Notice shall be deemed effective upon receipt.
8.5. Assignment. Neither this Agreement nor any rights, licenses or
obligations hereunder may be assigned by either party without the
prior written approval of the non-assigning party, which shall not be
unreasonably withheld or delayed. Notwithstanding the foregoing,
either party may assign this Agreement to any wholly-owned subsidiary
of such party or any acquirer of all or of substantially all of such
party's equity securities or assets, provided that such party provides
the non-assigning party with prior written notice. For the avoidance
of doubt, if Netflix assigns this Agreement to an assignee of
comparable creditworthiness to Netflix that assumes Netflix's
obligations pursuant to this Agreement in writing, Netflix shall have
no further obligations to Distributor. Any purported assignment not in
accordance with this section shall be void. Subject to the foregoing,
this Agreement will benefit and bind the parties' successors and
assigns.
8.6. Severability. If any provision of this Agreement, other than a
provision going to the essence of the Agreement, is held to be
unenforceable by a court of competent jurisdiction, such decision
shall not affect the validity or enforceability of any other provision
of this Agreement. Any provision of this Agreement held invalid or
unenforceable shall, to the extent practicable, be substituted with a
valid and enforceable provision that achieves the results contemplated
by the parties in the original provision.
8.7. Headings. The headings of Sections and subsections in this Agreement
are provided for convenience only and shall not affect its
construction or interpretation.
8.8. Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed to be an original copy of
this Agreement and all of which together shall constitute one and the
same Agreement.
8.9. Entire Agreement. This Agreement supersedes all prior or
contemporaneous negotiations and agreements (whether oral or written)
between the parties with respect to the subject matter thereof and
constitutes, along with its Exhibits, a complete and exclusive
statement of the terms and conditions of the Agreement between the
parties with respect to such subject matter. This Agreement may not be
amended or modified except by the written agreement of both parties.
The language of this Agreement is English, and any translations shall
have no effect and shall not be binding.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the date first written above.
NATIONAL LAMPOON, INC. NETFLIX, INC.
By: By:
-------------------- ----------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxx Xxxxx
Title: President & CEO Title: VP, Content
Address for Notice: Address for Notice:
------------------ -------------------
National Lampoon, Inc. Netflix, Inc.
0000 Xxxxxx Xxxx. 000 X. Xxxxx Xxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000 Xxxxxxx Xxxxx, XX 00000
With a copy to:
Netflix, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
Attn: General Counsel
Schedule A
Titles
------------------------------------------------- ----------------- -------------- ------------ -----------------------
License
TITLE Start Date End Date Period Proposed Fee
------------------------------------------------- ----------------- -------------- ------------ -----------------------
*NATIONAL LAMPOON'S THE LEGEND OF
AWESOMEST MAXIMUS XXX XXX 18 months $50,000.00
*subject to Section 2.4
------------------------------------------------- ----------------- -------------- ------------ -----------------------
NATIONAL LAMPOON'S BAGBOY 4/28/2009 10/27/2010 18 months $45,000.00
------------------------------------------------- ----------------- -------------- ------------ -----------------------
NATIONAL LAMPOON'S STONED AGE 4/28/2009 10/27/2010 18 months $45,000.00
------------------------------------------------- ----------------- -------------- ------------ -----------------------
NATIONAL LAMPOON PRESENTS JAKE'S BOOTY CALL 4/28/2009 10/27/2010 18 months $25,000.00
------------------------------------------------- ----------------- -------------- ------------ -----------------------
NATIONAL LAMPOON PRESENTS ROBODOC 4/28/2009 10/27/2010 18 months $25,000.00
------------------------------------------------- ----------------- -------------- ------------ -----------------------
NATIONAL LAMPOON PRESENTS: ELECTRIC APRICOT: 4/28/2009 10/27/2010 18 months
QUEST FOR FESTEROO $25,000.00
------------------------------------------------- ----------------- -------------- ------------ -----------------------
NATIONAL LAMPOON PRESENTS: ONE TWO MANY 4/28/2009 10/27/2010 18 months $25,000.00
------------------------------------------------- ----------------- -------------- ------------ -----------------------
NATIONAL LAMPOON PRESENTS: THE BEACH PARTY AT 4/28/2009 10/27/2010 18 months $25,000.00
THE THRESHOLD OF HELL
------------------------------------------------- ----------------- -------------- ------------ -----------------------
NATIONAL LAMPOON'S DIRTY MOVIE Day & Date with 18 months
DVD Street Date $47,500.00
------------------------------------------------- ----------------- -------------- ------------ -----------------------
NATIONAL LAMPOON'S XXXXX: THE DICTATOR'S SON Day & Date with 18 months
DVD Street Date $47,500.00
------------------------------------------------- ----------------- -------------- ------------ -----------------------
NATIONAL LAMPOON PRESENTS BARSTARZ Day & Date with 18 months
DVD Street Date $45,000.00
------------------------------------------------- ----------------- -------------- ------------ -----------------------
NATIONAL LAMPOON PRESENTS ENDLESS BUMMER Day & Date with 18 months
DVD Street Date $45,000.00
------------------------------------------------- ----------------- -------------- ------------ -----------------------
I'LL BE THERE Day & Date with 18 months
DVD Street Date $25,000.00
------------------------------------------------- ----------------- -------------- ------------ -----------------------
THE ALMOST GUYS Day & Date with 18 months
DVD Street Date $25,000.00
------------------------------------------------- ----------------- -------------- ------------ -----------------------
TOTAL $500,000.00
------------------------------------------------- ----------------- -------------- ------------ -----------------------
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Schedule B
Source Material Requirements and Specifications
Contact for Delivery:
Xxxxx Xxxxx
xxxxxx@xxxxxxx.xxx
------------------
(000) 000-0000
Xxxxx Xxxxxx
xxxxxxx@xxxxxxx.xxx
-------------------
(000) 000-0000
Do not send any materials to the Netflix Xxxxxxx Hills or Los Gatos offices.
Feature Source Requirements and Specifications
----------------------------------------------
Netflix shall have the option of choosing the appropriate source for its
encoding. Examples of sources, which Netflix may request, include the following
listed below. If Distributor does not have available the source Netflix
requests, Netflix and Distributor shall mutually agree upon the source.
-------------------------------------- -----------------------------------
High Definition Standard Definition
-------------------------------------- -----------------------------------
o D5 o Digibeta
o HDCam o Beta SP
o HDCam SR o DVCam
o miniDV
-------------------------------------- -----------------------------------
Tape lay-off requirements:
1. Must have at least 30 seconds of pre-roll at head of tape
2. Must have at least 2 seconds of black before actual program
3. Must have at least 20 seconds of black after program end
4. Must have continuous timecode
5. No advertising elements (pre-roll, bugs, placards, etc.) included
before, after or within program
6. No overlay branding (either Distributor's or any other third party's)
within program
7. No website link callouts included before, after, or within the program
8. Foreign language titles must have English subtitles burned into video
/ or audio must be dubbed in English
9. Include Closed Captioning, if available
Video Requirements:
We prefer 16x9 anamorphic versions as this will enable us to deliver an
experience that is closest to a theatrical representation.
1. 16x9 anamorphic
2. We will only accept 4x3 content if 16x9 anamorphic sources do not
exist.
Please deliver HD tape sources in 24p format. 60i sources will only be accepted
if feature was originally shot in 60i.
1. 24p format for HD tapes
2. We will only accept 60i and 50i if a 24p source does not exist.
Audio requirements:
We would prefer to receive 5.1 audio if it is available for the title. 5.1 audio
can be delivered in 3 ways.
1. When video source is HD, the audio is layed off onto the HD video
tape.
2. DA-88/98 audio tape that is conformed to the video tape. This means
that the timecode on both tapes should match frame for frame.
3. DolbyE layed off onto video tape and should have the standard 2 frame
delay to ensure that the audio is in sync with the program.
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Stereo audio (or mono audio if the program is an old black and white movie,
documentary, etc. - as long as the original source was mono) will be accepted as
well.
We use standard channel assignments as shown below.
1. 5.1 audio channel assignments
a. Channel 1 - Left
b. Channel 2 - Right
c. Channel 3 - Center
d. Channel 4 - LFE
e. Channel 5 - Left Surround
f. Channel 6 - Right Surround
g. Channel 7 - Left Total
h. Channel 8 - Right Total
2. Stereo Comp audio only
a. Channel 1 - Left Total
b. Channel 2 - Right Total
3. Mono Comp audio (usually old black and white movies, etc)
a. Channel 1 - Mono Comp
b. Channel 2 - Mono Comp
Accepted File Sources
------------------------------------------------------
File Type
(in order of preference)
------------------------------------------------------
1. High Definition - MPEG-2 (80 Mbps)
2. Standard Definition - MPEG-2 (50 Mbps)
------------------------------------------------------
We currently accept .MPG files at the following specifications
High Definition
1. Video Codec: MPEG-2
2. Profile ID: High Profile
3. Level ID: High Level
4. Video Bit-rate: 80 megabits
5. Resolution:
a. 1280x720
b. 1920x1080
6. Audio Codec
a. Multi-Channel Assignment (if available)
i.Acceptable audio codecs
1. Multi-channel PCM - 16bit, 48 kHz (Little
Endian)
2. Multi-channel AES3 LPCM (302m) - 16 bit,
48 kHz
a. Ch. 1 - Left
b. Ch. 2 - Right
c. Ch. 3 - Center
d. Ch. 4 - LFE
e. Ch. 5 - Left Surround
f. Ch. 6 - Right Surround
g. Ch. 7 - Left Total
h. Ch. 8 - Right Total
b. Stereo Assignment (if multi-channel does not exist)
i.Acceptable audio stereo audio codecs
1. PCM - 16 bit, 48 kHz (Little Endian)
2. DVD LPCM - 16 bit, 48 kHz
3. MPEG Layer 0 - 00 xXx, 000 kbps
a. Ch. 1 - Left Total
b. Ch. 2 - Right Total
7. Frame rate: (frame rate should match source)
a. 23.976 progressive
b. 59.94 interlaced
c. 59.94 progressive
8. Aspect Ratio:
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a. 1:1 Square Pixels
9. Intra DC Precision: 10-bit
10. Chroma Format: 4:2:2
11. Closed Captioning: Embed from Line 9 or 21 video (if available)
12. Stream Type: Program Stream
Standard Definition
1. Video Codec: MPEG-2
2. Profile ID: High Profile
3. Level ID: High Level
4. Video Bit-rate: 50 megabits
5. Resolution:
a. NTSC or Film: 720x480
b. PAL: 720x576
6. Audio Codec
a. PCM - 48 kHz or 44.1 kHz, 16-bit, stereo (Little Endian)
b. DVD LPCM - 48 kHz, 16-bit, stereo
c. MPEG Layer 1 - 48 kHz or 44.1 kHz, 16-bit, stereo with
minimum data rate of 128 kbps
7. Frame rate: (please make sure all files are de-interlaced or have
had Inverse Telecine (if film) applied to make sure the content is
Progressive and not interlaced.)
a. 23.976 (Film based)
b. 29.97 (NTSC video or mixed media) Progressive
c. 25 (PAL) Progressive
8. Aspect Ratio:
a. 4x3 if standard
b. 16x9 if anamorphic
9. Intra DC Precision: 10-bit
10. Chroma Format: 4:2:2
11. Closed Captioning: Embed from Line 21 video (if available)
12. Stream Type: Transport Stream or Program Stream
File Content Specifications
Please make sure that all files DO NOT CONTAIN advertisements, slates, ratings
cards and/or FBI warning cards, placards, overlay branding, or website link
callouts before or after program. All files must ONLY contain feature program
with 1 second of black at head and tail of program.
File Naming Convention
The file naming convention for the uncompressed MPG file is as follows:
movieID_framerate_aspectratio_bitrate.mpg
movieID_framerate_aspectratio_bitrate.txt
Example for high definition files:
60011152_24_178_80.mpg
Or
60028202_60i_185_80.mpg
Or
60028204_60p_178_80.mpg
Example for standard definition files:
60028202_24_235_50.mpg
Artwork
Cover Art or Box Art images are required for every title and to be communicated
on a weekly basis, 8 to 10 weeks prior to street or television air date, to
Netflix via either:
a. Vendor-provided Website
b. Netflix FTP - TBD
c. Netflix B2B - TBD
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The following are guidelines for high resolution DVD cover artwork that will be
used as masters to generate artwork for the Netflix website and for display on
TV. In general, we seek the highest quality possible.
----------------------------------- -----------------------------------------------------------------------------------
Artwork Attribute Description
----------------------------------- -----------------------------------------------------------------------------------
Image Aspect Ratio 1 : 1.40 (w:h) aspect ratio*. Aspect ratio tolerance: 1 : 35 thru 1 : 1.45
----------------------------------- -----------------------------------------------------------------------------------
Image Height (h) 800 pixels minimum. Higher is "better yet."
----------------------------------- -----------------------------------------------------------------------------------
Image Width (w) Depends on image height. For example, 570 wide by 800 high when art is 1 : 1.40
----------------------------------- -----------------------------------------------------------------------------------
Image Resolution 150 dpi
----------------------------------- -----------------------------------------------------------------------------------
Pixel Aspect Ratio Square (1.0)
----------------------------------- -----------------------------------------------------------------------------------
Color Mode RGB Color (8-bits / channel). Conversions from CMYK are undesirable.
----------------------------------- -----------------------------------------------------------------------------------
Uncompressed (.png, .tiff, etc.). JPEGs acceptable with "maximum quality"
File Format compression.
----------------------------------- -----------------------------------------------------------------------------------
Black Point RGB 0 - 0 - 0
----------------------------------- -----------------------------------------------------------------------------------
White Point RGB 255 - 255 - 255
----------------------------------- -----------------------------------------------------------------------------------
No color profiles assigned (a 2.1 / 2.2 gamma setting on calibrated PC monitors
Color Profile is assumed).
----------------------------------- -----------------------------------------------------------------------------------
DVD artwork should extend over entire image area. No extraneous graphics
Image Area (borders, frames, drop shadows).
----------------------------------- -----------------------------------------------------------------------------------
When possible, art should not have graphical elements such as: Now on DVD,
Graphical Elements Widescreen, Coming Soon, et cetera.
----------------------------------- -----------------------------------------------------------------------------------
* 1 : 1.40 ratio averaged from published "insert" specs for Amaray and Amaray II
DVD cases.
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Schedule C
Distributor Marks [To be provided by Distributor]
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Schedule D
15
Metadata Form
----------- --------- -------- ---------------------------------- ------------ -------- -------- ----------- -----------------
Vendor Title Episode Episode Name Production Run Rating Rating Language & Sound
Number Year Time Reason
----------- --------- -------- ---------------------------------- ------------ -------- -------- ----------- -----------------
Netflix Netflix: 1 Episode 1: How to get your title 2008 28 G General English Dolby 5.1
Season 1: on Netflix Audience
----------- --------- -------- ---------------------------------- ------------ -------- -------- ----------- -----------------
Netflix: Episode 2: How to fill out the General
Netflix Season 1: 2 template 2008 28 G Audience English Dolby 5.2
----------- --------- -------- ---------------------------------- ------------ -------- -------- ----------- -----------------
--------- ---------- --------------- ------------------------ ----------------
Subtitles Director Cast List Synopsis Box Shot Artwork
(Hi-Res / Flat)
--------- ---------- --------------- ------------------------ ----------------
Spanish Mr. Robert, Kelly, The complete guide to Attached
how to get your titles
Netflix Xxxx on Netflix
--------- ---------- --------------- ------------------------ ----------------
The complete guide to
Mr. Robert, Kelly, how to get your titles
Spanish Netflix Xxxx on Netflix Attached
--------- ---------- --------------- ------------------------ ----------------
1
-------------------- -------------------------------------------- ----------------------------------------------------------
Fields Description Notes
-------------------- -------------------------------------------- ----------------------------------------------------------
Vendor Studio, Label, or Production Company Must
-------------------- -------------------------------------------- ----------------------------------------------------------
Title Title normal text (upper and lower case only)
-------------------- -------------------------------------------- ----------------------------------------------------------
Episode Number The episode number within the series
-------------------- -------------------------------------------- ----------------------------------------------------------
Episode Name The episode name within the series
-------------------- -------------------------------------------- ----------------------------------------------------------
Production Year Year the film was created
-------------------- -------------------------------------------- ----------------------------------------------------------
Run Time In minutes, length of the film
-------------------- -------------------------------------------- ----------------------------------------------------------
Rating MPAA rating Default is Not Rated if no MPAA exists
-------------------- -------------------------------------------- ----------------------------------------------------------
Rating Reason MPAA reason for the rating Mild violence, suggestive language, brief nudity, brutal
violence, etc.
-------------------- -------------------------------------------- ----------------------------------------------------------
Language & Sound Dolby 2.0 stereo, Dolby 5.1, DTS 5.1 Ex. English Dolby 5.1, French Dolby 2.0
-------------------- -------------------------------------------- ----------------------------------------------------------
Subtitles Language in which subtitles are available
-------------------- -------------------------------------------- ----------------------------------------------------------
Director
-------------------- -------------------------------------------- ----------------------------------------------------------
Cast List normal text (separated with commas)
-------------------- -------------------------------------------- ----------------------------------------------------------
Synopsis
-------------------- -------------------------------------------- ----------------------------------------------------------
Box Shot Artwork Please attach High res art files with the Minimum 800 pixels/300 DPI or higher, Scanned sleeve
(Hi-Res / Flat) email when submitting titles image is acceptable, FLAT ART ONLY
-------------------- -------------------------------------------- ----------------------------------------------------------
2