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License Agreement

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Title:

License Agreement

Entities:

Nutech Digital Inc

Date:

2007

Size:

86KB total

Price:

$53

ID:

#2808066

► Licensing ► License Agreements

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LICENSE AGREEMENT

THIS AGREEMENT, dated as of February 6, 2007, is between NUTECH DIGITAL, INC. (Licensor), and iN DEMAND L.L.C. (Licensee).

The Deal Terms set forth below, the Standard Terms and Conditions attached hereto as Exhibit A, and the Delivery Information attached hereto as Exhibits B, C and D, are referred to collectively herein as the Agreement. All references to the Agreement shall be deemed to include all of the foregoing. Except as expressly set forth in these Deal Terms, in the event of a conflict between any provision of the Deal Terms and any provision of the Standard Terms and Conditions, the terms of the Deal Terms shall govern to the extent of any such conflict.

In consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

DEAL TERMS

1.	Program: Program shall mean the programs set forth below. Each Program shall be of first class production quality and shall be designed to reach the widest possible audience.

Program 1 Jessica Simpson: Reality Tour Live

Program 2 Fat Joe: Live at the House of Blues

Program 3 D12: Live in Chicago

2.	Live or Tape: Taped.

3.	Running Time: With respect to Program 1, 88 minutes; Program 2, 58 minutes; and Program 3, 118 minutes.

4.	Ratings and Content Advisories: With respect to Program 1, TV-G and with respect to Programs 2 and 3, TV-14, L.

SD Rights: With respect to each Program, exclusive rights to authorize the Exhibition of the standard definition SD version of such Program through Affiliated Systems during the License Period within the Territory on (i) a Pay-Per-View Basis and (ii) as part of an SVOD Package. With respect to each Program, Licensor may authorize a third party that is not an Affiliated System to Exhibit the version(s) of such Program made available to Licensee hereunder by means of Non-Standard Television (other than the Internet) on a Pay-Per-View Basis during such Programs License Period.

HD Rights: With respect to each Program, the non-exclusive rights and license under copyright to Exhibit the HD version of such Program as part of Licensees HD offering by any means or media, including, without limitation, on the HD Service, without limitation as to the number of Exhibitions thereof.

7.	License Period: With respect to each Program, 2 years commencing with its initial Exhibition hereunder.

8.	Number of Exhibitions: Unlimited.

Territory: The United States of America and its commonwealths, territories and possessions (including, without limitation, the U.S. Virgin Islands, Puerto Rico, Guam and Saipan), Canada, the Bahamas, Bermuda, Jamaica, the Cayman Islands, Curacao, the Netherlands Antilles (including, without limitation, St. Maarten), the Dominican Republic, Anguilla and the West Indies; provided that the Territory with respect to Exhibition via any means or media other than traditional cable television shall be the world in its entirety.

10.	Exhibition Holdback Date: With respect to each version of the Program, the end of the License Period therefor.

11.	Promotion Holdback Date: With respect to each version of the Program, the end of the License Period therefor.

12.	Delivery Date: With respect to Program 1, 3/15/07; Program 2, 4/15/07; and Program 3, 5/15/07.

13.

Delivery: With respect to each Program, not later than the Delivery Date therefor, Licensor shall deliver to Licensee a taped, closed-captioned, post-produced version of (i) the SD version of such Program as provided in the Standard Terms and Conditions and Exhibits B hereto and (ii) the HD version of such Program as provided in the Standard Terms and Conditions and Exhibit C hereto.

14.	SD Suggested Retail Price (SRP): With respect to Programs 1 and 3, $9.95; and with respect to Program 2, $6.95.

15.	SD License Fee Payable to Licensor: With respect to each Program, subject to the Standard Terms and Conditions, the License Fee for such Program shall payable as follows:

(a) With respect to each Program Exhibited on a Pay-Per-View Basis, the License Fee for such Program shall equal the greater of 25% of (i) Gross Receipts for such Program and (ii) the SRP for such Program.

(b) With respect to each Program Exhibited as part of the SVOD Package, subject to the Standard Terms and Conditions, the monthly License Fee for each flight (i.e., each time a Program is scheduled as part of the SVOD Package, which scheduling Licensee anticipates will be approximately five weeks) of such Program shall equal the product of (i) $.05 cents x (ii) the number of hours, rounded to the nearest quarter hour, of each Program Exhibited during such Programs first month of Exhibition of each flight x (iii) the number of Subscribers to such SVOD Package during such first month of Exhibition. The number of Subscribers each month shall be calculated by adding the number of Subscribers on the first and last days of a month and dividing by two (2).

Notwithstanding the foregoing, with respect to each Program, no License Fee shall be payable to Licensor until (A) the execution and delivery of this Agreement, and (B) delivery by Licensor of a certified copy of the endorsement of insurance (satisfactory in form and substance to Licensee) covering the perils as set forth in these Deal Terms.

16.

SD Payment Terms: With respect to each Program, subject to the Standard Terms and Conditions, the date five (5) business days after the end of each Accounting Period therefor. Accounting Period shall mean, with respect to each Program,: (a) a period commencing on the date on which such Program is first Exhibited on a Pay-Per-View Basis hereunder and ending on the date sixty (60) days thereafter (or, if such date is not the last day of a calendar month, the last day of the calendar month in which such date occurs); and (b) each calendar month thereafter for so long as there are monies due and owing Licensor hereunder.

17.

HD License Fee: The parties acknowledge that the HD rights and licenses herein granted have been granted for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), and that no further amount shall be payable by Licensee for such rights and licenses or their exercise.

18.

Sponsorship: Licensor will inform personnel that they cannot wear production T-shirts and jackets during any Program that bear the name or logo of other media (including Internet) entities, such as HDNET, HBO, FOX, ABC, SET and ESPN. No sponsorship (including billboards and signage) is permitted in conjunction with any Program without Licensees prior written approval (exercisable in Licensees sole discretion). Licensee shall have the right to associate a sponsor with the Exhibition of each Program.

19.	Merchandise: No merchandising is permitted in conjunction with any Program without Licensees prior written approval (exercisable in Licensees sole discretion).

20.

Vignettes: Licensee shall have the right to create vignettes using HD footage from each Program, for Exhibition by any HD means or media (the Vignettes). The Vignettes may be presented as INHD Flashback Moments (or similar identifier). Further, Licensee shall have the right to Exhibit as Vignettes each song (in whole or in part) contained in each Program on an HD, standard definition, linear and/or VOD Basis (each, a Vignette). The Vignettes may be presented as part of such Program, the INHD Concert Jukebox (or such other name as Licensee, in its sole discretion, may elect) and any other programming exhibited, or authorized to be exhibited, by Licensee. There shall be no additional License Fee for the Vignettes.

21.

Late Fees and Other Costs. In the event Licensor makes any changes in any Program or its promotion (including cancellation), Licensor is responsible for all costs associated with these delays and/or changes including but not limited to editing, audio, communications (e.g., telecopies) and delivery of material, and shall pay to Licensee an amount equal to such costs not later than fifteen (15) days after Licensees delivery of documentation evidencing such costs. Notwithstanding anything herein to the contrary and without in any way limiting Licensees rights and remedies hereunder or otherwise including, without limitation, an action at law to recover damages if any Program is cancelled by or on behalf of Licensor or any performer for any reason, within thirty (30) days of such cancellation, Licensor will remit to Licensee the sum of $25,000, together with an amount equal to all amounts paid by Licensee for the marketing and promotion of such Program (such aggregate amount being herein referred to as the Cancellation Fee).

22.

Insurance Requirements: With respect to each Program, Licensor shall procure and maintain in full force and effect standard producers liability (errors and omissions) insurance covering such Program throughout the Territory with minimum limits applicable only to such Program of at least One Million Dollars ($1,000,000) for any claim arising out of a single occurrence and Three Million Dollars ($3,000,000) for all claims in the aggregate, which insurance shall include title coverage for such Program and shall be written on either: (A) an occurrence basis, in which event it shall remain in full force and effect until the end of the License Period for such Program and may not be permitted to lapse, or (B) a claims-made basis, in which event it shall remain in full force and effect until the end of the License Period for such Program, shall cover any claims made at any time until the end of such License Period and shall include an extended reporting period of no less than one year after the expiration of such License Period and may not be permitted to lapse; and (b) such other insurance coverage as is customary for live events, covering such Program throughout the Territory, including (without limitation): (i) life, accident, and other insurance covering the failure of each and any performer to perform during such Program, which insurance shall be sufficient to make Licensee whole for any and all costs, expenses and damages incurred by Licensee in connection with each and any performers failure to perform during such Program; and (ii) workers compensation insurance; and (iii) public liability insurance for bodily injuries and property damage (including coverage for owned and hired vehicle liability and relating to use of the venue) with minimum limits of at least $1,000,000 per occurrence and $2,000,000 in the aggregate.

Each such insurance policy: (a) shall be issued by a nationally recognized insurance carrier acceptable to Licensee; (b) may not be cancelled without sixty (60) days prior written notice to Licensee; (c) shall not carry a deductible larger than Ten Thousand Dollars ($10,000); (d) shall name as an additional insured iN Demand L.L.C. and each member therein and division thereof, and their respective parents, subsidiary and affiliated divisions and companies, distributors, licensees and permitted assigns, and the respective shareholders, directors, officers, employees and agents of the foregoing; (e) shall name Licensor as a named insured or as an additional insured; and (f) shall be primary and not contributing to or in excess of any such insurance maintained by Licensee or its members or affiliates for the benefit of Licensee.

23.

Notices: All notices, statements, and other documents re-quired to be given in writing shall be by personal (or messenger) delivery, by registered or certified mail or by electronic means (except as herein otherwise expressly pro-vided) and shall be addressed as provided below (or such other addresses as may be designated in writing by either party). Notice given by personal (or messenger) delivery, by registered or certified mail or by electronic means shall be deemed given upon receipt.

Licensee:	Licensor:
iN Demand L.L.C. 345 Hudson Street, 17^th Floor New York, New York 10014 Attn: Senior Vice President, Business Affairs and General Counsel	NuTech Digital, Inc. 3841 Hayvenhurst Drive Encino, CA 91436 Attn: Lee Kasper
With a separately delivered copy to: Attn: Senior Vice President, Programming

24.

General: Capitalized terms not otherwise defined in these Deal Terms shall have the respective meanings assigned thereto in the Standard Terms and Conditions. Exhibits A, B, C and D attached hereto are hereby incorporated herein and made a part hereof. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

Please confirm Licensors agreement with the above by obtaining the appropriate signature and returning both copies of this Agreement for countersignature.

NUTECH DIGITAL, INC. iN DEMAND L.L.C.

By: /s/ Lee Kasper By: /s/ Michael S. Berman

Title: President/CEO Title: Senior Vice President

Date: 2/21/2007 Date: 2/22/2007

EXHIBIT A

Agreement dated as of February 6, 2007

by and between NUTECH DIGITAL, INC. (Licensor)

and iN DEMAND L.L.C. (Licensee)

Standard Terms and Conditions

1. DEFINITIONS

In addition to the words, terms and phrases defined elsewhere in this Agreement, the words, terms and phrases (and variations thereof) defined in this Section 1 shall, for the purposes of this Agreement, have the meanings ascribed to them below.

(a) Accounting Statement shall have the meaning assigned to such term in Section 3(b) of these Standard Terms and Conditions.

(b) Affiliated Systems shall mean, with respect to each Program, the systems and other entities affiliated with Licensee (including, without limitation, those systems and other entities that affiliate with Licensee on an event-by-event basis) that distribute such Program by means of Non-Standard Television on a Pay-Per-View Basis and/or as part of an SVOD Package.

(c) Exhibition shall mean distribution, transmission, display, exhibition, exploitation, projection or performance, and Exhibit shall mean to cause the Exhibition.

(d) Gross Receipts shall mean, with respect to each Program, all monies actually received by the Affiliated Systems for each SD viewing of such Program by Program Subscribers on a Pay-Per-View Basis pursuant to the rights herein granted, less applicable sales, use and seat taxes, and any Program Taxes. Gross Receipts shall be, at all times, subject to retroactive adjustment for refunds, credits, settlements, allowances, rebates, corrections and other similar purposes. Such retroactive adjustments may be implemented by Licensees withholding appropriate amounts from such License Fees as become payable pursuant to subsequent Accounting Statements for such Program following the relevant retroactive adjustment. All overpayments not recovered from amounts otherwise payable for the month in which such matters are first reflected in an Accounting Statement may be carried forward or backward (at Licensees election) and/or, at Licensees election, Licensor shall make immediate payment to Licensee of any amounts shown to be due to Licensee.

(e) HD Service shall mean a program service owned or operated, directly or indirectly, by Licensee or its permitted successors and assigns, without regard to the number of channels of each such service, which service may be advertiser-supported or -underwritten. In addition, the Service may include offerings from which programming can be viewed on a VOD Basis.

(f) Home Video Devices shall mean videocassettes and videodiscs that, as sold or rented, themselves physically embody (without need for further transfer of data or further activation or other authorization from outside the home into the home) a motion picture or other programming for exhibition by means of a playback device which causes a visual image to be seen on the screen of a television receiver, which cassettes and discs are intended for sale or rental to the general public for use in the home and are physically transported to the home. No electronic or other non-tangible transmission of programming to the home from a source outside the home for taping, recording or other storage on tape, disc, or any other means of data retention for subsequent replay shall constitute the Exhibition of such programming by means of Home Video Devices, nor shall an Exhibition of programming in the home that requires activation or authorization from outside the home constitute the Exhibition of such programming by means of Home Video Devices.

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