Content Schedule
1.
This
Content Schedule incorporates the terms of the Master Global Content Agency
Agreement (the “Master Agreement”) between Vodafone Group Services Limited
(“VGSL”), registered in England (registered number 3802001), having its
registered office at Vodafone House, The Connection, Newbury, Berkshire RG14
2FN, United Kingdom and the Content Provider (as defined below) dated 17
December 2004.
2.
When
signed by VGSL and the Content Provider this Content Schedule is a standing
offer by the Content Provider of the applicable Content (as defined below)
to
all Vodafone Group Companies on the terms of the Master Agreement and this
Content Schedule.
3.
A
Vodafone Group Company may accept the Standing Offer by completing and signing
the Contract Acceptance Notice and following the procedure set out in the
Master
Agreement.
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1. Content
Provider
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Waat
Media Corporation; United States of America; Company reg.
2512380;
Address:
00000 Xxxxxxx Xxxx. Suite 102, Tarzana. CA 91356.
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2. Content
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Content
Provider will provide a minimum of two channels which may be included
in theVodafone
mobile TV offering:
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1.
‘Blue’ (which may have an alternative name in different Territories) -
This will take the
form of a two hour loop, updated by the Content Provider 5 days
per
week (Monday-Friday),
or a suitable refresh rate which suits both the delivery requirements
and commercial customer proposition and is agreed by both
parties, with
the intent of offering the above refresh rate when commercially
and
technically viable.
The channel shall be presented by a local presenter and/or local
graphics
will ensure
a local feel to the channel, conforming to the highest television
editorial and production
standards. A language agnostic version may be made available
for smaller
markets as agreed between the Parties. The channel shall be produced
in accordance
with broadcast quality production values including “mobile
sized” sensual
clips, with captivating fillers and entertaining bumpers. The channel
shall consist
of segmented programming, just like on television networks and
will
feature quality
brands and top tier content.
2.
The Parties also intend to include a ‘Playboy’ channel which will be
included in this
Content Schedule upon agreement in writing (which shall include
agreement
by email)
by the Parties. The ‘Playboy’ channel shall take the form of a two hour
loop, updated
by the Content Provider 5 days per week (Monday-Friday), or a
suitable refresh
rate which suits both the delivery requirements and commercial
customer proposition
and is agreed by both parties with the intent of offering the above
refresh rate
when commercially and technically viable. The channel shall be
presented
by a local
presenter and/or local graphics will ensure a local feel to the
channel,
conforming
to the highest television editorial and production standards. A
language agnostic
version may be made available for smaller markets as agreed between
the parties.
The channel shall consist of broadcast quality production values
including “mobile
sized” sensual clips, with captivating fillers and entertaining
bumpers.
Content
Provider confirms that it understands the difference between US
and
local European
tastes and will ensure that the Content fully reflects this
difference.
No
third party advertising shall be included in the Content unless
otherwise
specified by
VGSL.
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3. Content
Provider Branding Guidelines
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The
Content Provider shall brand the Content in accordance with Section
2. of
this Content
Schedule.
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4. Marketing
Materials
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The
Content Provider will provide marketing materials as requested
by VGSL
and/or the
Vodafone Group Companies from time to time.
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5. Content
Provider Revenue
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For
‘Blue’, Content Provider Revenue shall be [INFORMATION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION UNDER RULE 24B-2] of Net Revenue,
less all
the Deductions.
It is understood that Deductions (if any) shall be deducted from
the Content
Provider Revenue actually paid to the Content Provider in accordance
with Clause
10.2.
For
‘Playboy’, Content Provider Revenue shall be [INFORMATION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24B-2] of Net Revenue,
less all the Deductions.
It is understood that Deductions (if any) shall be deducted from
the Content
Provider Revenue actually paid to the Content Provider in accordance
with Clause
10.2.
The
Content Provider and VGSL shall seek to agree reasonable commercial
models
for ‘promotional’ content and bundled content as and when requested by
VGSL or a Vodafone
Group Company.
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6. Content
Protection
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Clause
8.1 to 8.9 of the Master Agreement are not applicable. The Content
will be
streamed in H.263 or MPEG 4 or otherwise as decided by
VGSL.
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7. Hosting
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Vodafone
shall be responsible for hosting the Content initially but the
Content
Provider agrees that on request by Vodafone, the Content Provider
shall be
responsible for hosting the Content at no additional cost to
Vodafone.
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8. Languages
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As
per section 2 of this Content Schedule, the Content shall be presented
by
a local presenter and shall be available in a minimum of English,
French,
German, Italian and Spanish (EFIGS) and any other languages as
may be
reasonably requested by VGSL from time to time. A language agnostic
version of the Content shall be made available to those markets
where it
is not commercially viable to produce a non-EFIGS
language.
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9. Territories
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‘Blue’
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Worldwide
‘Playboy’
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Worldwide excluding UK, Eire, Sweden, Austria, Italy, Australia,
New Zealand, Hong Kong, Thailand.
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10. Mobile
Devices
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All
mobile devices.
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11. Format
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The
Content Provider shall at its cost ensure that the Content is capable
of
supporting all Formats, which may be specified, by VGSL or the
Vodafone
Group Companies
(the “Format”) from time to time. The Content Provider shall not change or
vary the Format without Vodafone‘s prior written
consent.
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12. Purchase
Options
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Not
applicable.
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13. VGSL
Certification
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Not
applicable
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14. Delivery
Timetables
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As
requested by the Vodafone Group Companies. However the Content
Provider should
be able to deliver the Content from 1 August 2005, or earlier depending
on
specific
market requirements.
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15. Relevant
Contacts
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The
Content Provider:
Technical
–
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Camill
Sayadeh
Tel:.
x0 000 000 0000
Mob:
x0 000 000 0000
Fax:
x0 000 000 0000
xxxxxx@xxxxxxxxx.xxx
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Commercial
–
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Xxx
XxXxxxx
Tel:
x0 000 000 0000
Mob:
x0 000 000 0000
Fax.
x0 000 000 0000
xxx@xxxxxxxxx.xxx
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Financial
–
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Xxxx
Xxxxxxxxxx
Tel:
x0 000 000 0000
Mob:
x0 000 000 0000
Fax:
x0 000 000 0000
xxxx@xxxxxxxxx.xxx
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VGSL:
Commercial
– Xxxxxx Xxxxxxx
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Tel:
x00 000 000 0000
Mob:
x00 0000 000 000
Fax:
x00 000 000 0000
E-mail:
xxxxxx.xxxxxxx@xxxxxxxx.xxx
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16. Tax
Residence
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The
same country as the registered address of the Content Provider
set out
above.
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17.
Content
Provider’s bank account
details for electronic transfer
payments
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Payment
by VGSL to the Content Provider shall be made by BACS to the following
bank account:
EAST
WEST BANK
00000
Xxxxxxx Xxxx. Tarzana, CA 91356
Account
Name: The Waat Corporation
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2
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Account
Number: 8270-2648
ABA#
000000000
The
currency of this Agreement shall be in Euros. All financial reports,
statements, invoices,
charges and payments made by one Party to the other shall be in
Euros.
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18.
Special Conditions
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1.
The Content Provider will comply with all VGSL/Vodafone content
standards
guidelines and policies as have been worked on in conjunction with
the
Content Provider and / or have been provided to the Content Provider
as
may change from time to time. Content Provider agrees that Content
provided in accordance with Section 2 of this Content Schedule
will vary
according to the Content Standard rating in each Territory, and
that
Content supplied shall always adhere to such rating as-agreed by
the
Vodafone Group Company locally. Content Provider shall also provide
reasonable assistance to help create such standards and guidelines
as
agreed from time to time.
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The
current Content Standards Classification Matrix and associated
Vodafone
Group Company ratings dated April 2005 is attached. The Content
Provider
acknowledges that this will be updated and will change over time,
and that
the Content Provider is responsible for ensuring it delivers Content
in
accordance with the rating specified by each Vodafone Group Company
as
such rating may be amended from time to time.
Where
a Vodafone Group Company has indicated in the Content Standards
Classification Matrix that Content with a higher rating than other
Content
may be provided behind its access controls solution, the Content
Provider
shall ensure that higher rated Content is only accessible behind
the
access controls solution.
2.
The Commencement Date for each individual Contract may, at the
election of
each relevant Vodafone Group Company, be either: (a) the Commencement
Date
as defined in the Master Agreement; (b) 29 September 2003; or (c)
a date
In between (a) and (b) specified by each relevant Vodafone Group
Company.
3.
Clause 15.2 of the Master Agreement shall not apply to this Content
Schedule.
4.
In addition to its obligation in Clause 6.7 of the Master Agreement,
Content Provider shall be responsible for obtaining all licences,
clearances, permissions, waivers, approvals or consents required
in order
to enable Vodafone and VGSL to exercise the rights granted to VGSL
and
Vodafone in the Master Agreement and each relevant Contract including
without limitation, obtaining any necessary clearances and consents
from,
making royalty or other payments to the owners of the applicable
Intellectual Property Rights (including payment of any Collecting
Society
Royalties). In the event that VGSL or Vodafone is required to obtain
any
clearances and consents or to make royalty or other payments, Content
Provider shall
reimburse VGSL and Vodafone for any costs incurred in obtaining
such
clearances
and consents and for the amounts of such royalties or other payments.
5.
In the event that the Content contains any Intellectual Property
Rights in
which the Content Provider has not been able to obtain all licences,
clearances, permissions, waivers, approvals or consents referred
to in
Special Condition 4 above, Content Provider shall notify VGSL and
Vodafone
and shall give VGSL and Vodafone the option of including alternative
content.
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Signed
on behalf of VGSL:
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Signed
on behalf of Content Provider:
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| /s/ Xxxxxx Xxxxxxxx | /s/ Camill Sayadeh | ||
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VGSL
authorised signatory
Print
name: Xxxxxx Xxxxxxxx
Position:
Director of Global Content Development
Date
signed: 13th
July 2005
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Content
Provider authorised signatory
Print name: Xxxxxx Xxxxxxx
Position: COO
Date
signed: July 5th 2005
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*WE
HAVE REQUESTED CONFIDENTIAL TREATMENT OF CERTAIN PROVISIONS CONTAINED IN
THIS
EXHIBIT. THE COPY FILED AS AN EXHIBIT OMITS THE INFORMATION SUBJECT TO
THE
CONFIDENTIALITY REQUEST.*
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