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Zechowy, Linda

From: Luehrs, DawnSent: Tuesday, July 02, 2013 5:16 PMTo: Zechowy, LindaSubject: FW: Embassy Row // EPL Clip Show Attachments: Embassy Row Production Agreement for EPL Clip Show (FINAL 06.11.2013)

EXECUTED.pdf

I think this is the one you worked on .. isn’t it?  Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax  

From: Taylor, Eva Sent: Tuesday, July 02, 2013 3:45 PM To: Luehrs, Dawn; Calabrese, Kate Cc: Chen, Ruth; Johnston, Tammy Subject: Embassy Row // EPL Clip Show  Dear Dawn and Kate,  Attached please find a copy of the fully‐executed Agreement for “EPL Clip Show” for your records.  Best,  Eva Taylor Office of Ruth Chen, SVP Business Affairs & Operations 

 

  

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Zechowy, Linda

From: Chen, RuthSent: Tuesday, June 11, 2013 3:02 PMTo: Barnes, Britianey; Masarsky, Stephanie; Luehrs, DawnCc: Clausen, Janel; Calabrese, Kate; Taylor, Eva; Zechowy, Linda; Allen, LouiseSubject: RE: NBC Sports Network // EPL clip show // Embassy Row

Thank you!  

From: Barnes, Britianey Sent: Tuesday, June 11, 2013 2:49 PM To: Masarsky, Stephanie; Luehrs, Dawn; Chen, Ruth Cc: Clausen, Janel; Calabrese, Kate; Taylor, Eva; Zechowy, Linda; Allen, Louise Subject: RE: NBC Sports Network // EPL clip show // Embassy Row  Hi Stephanie – Please see the attached cert.  

Britianey P. 310.244.4241 F. 310.244.6111 britianey_barnes@spe.sony.com  

From: Masarsky, Stephanie Sent: Tuesday, June 11, 2013 2:03 PM To: Luehrs, Dawn; Chen, Ruth Cc: Clausen, Janel; Calabrese, Kate; Barnes, Britianey; Taylor, Eva; Zechowy, Linda; Allen, Louise Subject: Re: NBC Sports Network // EPL clip show // Embassy Row Importance: High  Dawn they have agreed…hate to be pushy, but we had a 5pm(EST) deadline with our studio today. Can hold them for another hour but no more than that. Britianey, can you please send asap.  Thanks so much  

Stephanie Masarsky-Sloves SVP, Current Programming & Post EMBASSY ROW 325 Hudson Street Suite 601 New York, NY 10013 212.507.9700 tel 212.507.9701 fax www.embassyrow.com   

From: <Luehrs>, Dawn <Dawn_Luehrs@spe.sony.com> Date: Tuesday, June 11, 2013 4:59 PM To: Ruth Chen <rcc@embassyrow.com> Cc: "Clausen, Janel" <Janel_Clausen@spe.sony.com>, "Calabrese, Kate" <Kate_Calabrese@spe.sony.com>, "Barnes, Britianey" <Britianey_Barnes@spe.sony.com>, "Taylor, Eva" <Elt@embassyrow.com>, "Zechowy, Linda" <Linda_Zechowy@spe.sony.com>, "Allen, Louise" <Louise_Allen@spe.sony.com>, Stephanie Masarsky <sm@embassyrow.com> Subject: RE: NBC Sports Network // EPL clip show // Embassy Row  

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Yes, as long as they are walking away from controlling counsel.  Britianey please prepare the certs for release later today.     ……d     Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax   

From: Chen, Ruth Sent: Tuesday, June 11, 2013 12:36 PM To: Luehrs, Dawn Cc: Clausen, Janel; Calabrese, Kate; Barnes, Britianey; Taylor, Eva; Zechowy, Linda; Allen, Louise; Masarsky, Stephanie Subject: Re: NBC Sports Network // EPL clip show // Embassy Row   Hi Dawn, want to let you know I just spoke to NBCSN and they're agreeing to all of our requested changes, which includes the insurance language per our conversation yesterday. Given the time crunch, can we prep the certs now and as soon as I get the revised agreement (which should be shortly) the certs can be send ASAP? I just lw for you re the same. Thanks so much.   On Jun 10, 2013, at 3:55 PM, "Luehrs, Dawn" <Dawn_Luehrs@spe.sony.com> wrote: 

Hello Ruth,   Louise is off today and Linda is off all week.  I looked at the agreement and being Media Liability is not a requirement, the cert can be issued from our office.  As soon as the agreement is finalized, Britianey can issue the cert.   ……d   Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax   

From: Chen, Ruth Sent: Monday, June 10, 2013 1:16 PM To: Allen, Louise; Zechowy, Linda; Luehrs, Dawn Cc: Clausen, Janel; Calabrese, Kate; Barnes, Britianey; Taylor, Eva Subject: RE: NBC Sports Network // EPL clip show // Embassy Row   Thanks Louise. Comments are with the network. I’m pushing for a response asap and will let you know as soon as I get a redraft.   In the meantime, can we get the insurance cert process started? I’ve been informed that we are shooting Wed and we’ll need the COI asap…sorry again for the short time frame.    

From: Allen, Louise Sent: Wednesday, May 29, 2013 1:31 PM To: Chen, Ruth; Zechowy, Linda; Luehrs, Dawn Cc: Clausen, Janel; Calabrese, Kate; Barnes, Britianey; Taylor, Eva Subject: RE: NBC Sports Network // EPL clip show // Embassy Row 

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  Ruth … Linda is off for a few days so I will respond on her behalf.   Paragraph 6:   Some of the changes to paragraph 6 were entered in the wrong place (eg., reference to payroll services company).  I moved the revisions to the correct places.   Paragraph 12:   The last line must be deleted;  that is a deal breaker.  Our insurance companies will not allow NBC to select counsel and control the defense and settle claims on our behalf, when we are obliged to indemnify.     Also, the indemnity language is still too broad/broader than common law.  We should not be obligated to indemnify for any damages/losses/etc. caused by the negligence or willful misconduct of NBC et al.  If the “Except if due to the negligence or willful misconduct” wording is unacceptable, we should at least try to insert “To the fullest extent permitted by law,” at the start of paragraph 12.  Here is some alternate wording that could be suggested …   To the fullest extent permitted by law, Producer shall indemnify and hold Network, its subsidiaries, affiliates, licensees, parents, members, owners, agents, officers, directors, employees and assignees, harmless from and against any and all third party claims, damages, costs, judgments, losses or expenses (including, without limitation, reasonable outside attorneys' fees), which may be sustained or suffered by or secured against Network or any of its subsidiaries, affiliates, assignees, licensees, agents, officers, directors or employees by reason of, based upon, relating to, or arising out of or related to the use of the Programs (and any element thereof), or any breach by Producer of any warranties or representation contained in this agreement, whether or not litigation is commenced. Producer agrees that Network shall have the sole right to control the legal defense against any such claims, demands or litigation, including the right to select counsel of its choice and to compromise or settle any such claims, demands or litigation.   Linda will be back in the office on Friday.   Thanks,   Louise     

From: Chen, Ruth Sent: Wednesday, May 29, 2013 3:00 PM To: Zechowy, Linda; Luehrs, Dawn Cc: Clausen, Janel; Calabrese, Kate; Barnes, Britianey; Allen, Louise; Taylor, Eva Subject: RE: NBC Sports Network // EPL clip show // Embassy Row   Hi ladies, please find the attached further revised agreement from NBC in connection with the above‐referenced project. It may be a bit confusing as they added their redline on top of mine. I believe for the most part they accepted our changes but please let me know if you have any additional comments/concerns. Thanks so much.   

From: Zechowy, Linda Sent: Monday, April 22, 2013 3:36 PM To: Luehrs, Dawn; Chen, Ruth Cc: Clausen, Janel; Calabrese, Kate; Barnes, Britianey; Allen, Louise Subject: RE: NBC Sports Network // EPL clip show // Embassy Row 

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  Hi Ruth,   Attached please find the PSA with Risk Management’s comments in Sections 6 and 12.   Once finalized, we will issue the certificate of insurance.   If you have any questions or comments about this, please don’t hesitate to contact us.   Best,     Linda Zechowy Risk Management Direct Line:  310‐244‐3295 Fax:  310‐244‐6111       

From: Luehrs, Dawn Sent: Thursday, April 18, 2013 11:44 AM To: Chen, Ruth Cc: Clausen, Janel; Zechowy, Linda; Calabrese, Kate; Barnes, Britianey; Allen, Louise Subject: RE: NBC Sports Network // EPL clip show // Embassy Row   Yes – we will get it done   Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax   

From: Chen, Ruth Sent: Wednesday, April 17, 2013 11:54 AM To: Luehrs, Dawn Cc: Clausen, Janel; Zechowy, Linda; Calabrese, Kate; Barnes, Britianey; Allen, Louise Subject: RE: NBC Sports Network // EPL clip show // Embassy Row   Is end of this week OK?    

From: Luehrs, Dawn Sent: Wednesday, April 17, 2013 11:52 AM To: Chen, Ruth Cc: Clausen, Janel; Zechowy, Linda; Calabrese, Kate; Barnes, Britianey; Allen, Louise Subject: FW: NBC Sports Network // EPL clip show // Embassy Row   When do you need this?   Fyi – adding Louise Allen to the distribution.   …….d   Dawn Luehrs 

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Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax   

From: Chen, Ruth Sent: Wednesday, April 17, 2013 11:32 AM To: Luehrs, Dawn; Clausen, Janel; Calabrese, Kate; Barnes, Britianey Cc: Taylor, Eva Subject: NBC Sports Network // EPL clip show // Embassy Row   Hi ladies,   We are producing clip episodes of the English Premier League for the newly established NBC Sports Network. Attached is the PSA they’ve sent over which includes various insurance requirements which I would appreciate your input.    Thanks in advance, Ruth      

MISC EQUIP/PROPSSETS, WARD/3RD PARTYPROP DMG/VEH PHYS DMG

CA 6404746-02

06/11/2013

11/1/2012

EPL CLIP SHOW

THE CERTIFICATE HOLDER IS ADDED AS AN ADDITIONAL INSURED AND/OR LOSS PAYEE, AS APPLICABLE, BUT ONLY ASRESPECTS PREMISES/VEHICLES AND EQUIPMENT LEASED/RENTED BY THE NAMED INSURED IN CONNECTION WITH THEFILMING ACTIVITIES OF THE PRODUCTION CURRENTLY ENTITLED “EPL CLIP SHOW”.

11/1/2013

A- LOCKTON COMPANIES, INC.1185 AVENUE OF THE AMERICAS, SUITE 2010, NY, NY. 10036B- AON/ALBERT G. RUBEN & CO., INC.15303 VENTURA BL., SUITE 1200, SHERMAN OAKS, CA

MPT 07109977 8/1/2012 8/1/2013 $1,000,000 LIMITB

CU 6404747-02 11/1/2012 11/1/2013

MAN HOUSE PRODUCTIONS, LLC

325 HUDSON, STE. 601NEW YORK, NY. 10013

CLL 6404745-02 11/1/2012 11/1/2013

1,000,000

1,000,000

1,000,0001,000,000

2,000,0001,000,000

10,0001,000,0001,000,000

XX

X

X

X

X

NBC SPORTS NETWORK, L.P.

AT ONE COMCAST CENTER - 27TH FLOOR,PHILADELPHIA, PA 19103-2838

A

A

A

FIREMAN’S FUND INSURANCE COMPANY

TOKIO MARINE & NICHIDO FIRE INS. COM., LTD.

101979

X

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject tothe terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to thecertificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

PRODUCER

INSURED

CONTACTNAMEPHONE(A/C, No, Ext):

FAX(A/C, No):

E-MAILADDRESS:

INSURER(S) AFFORDING COVERAGE NAIC #

INSURER A:

INSURER B:

INSURER C:

INSURER D:

INSURER E:

INSURER F:

REVISION NUMBER:CERTIFICATE NUMBER:COVERAGESTHIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSRLTR TYPE OF INSURANCE

ADDLINSR POLICY NUMBER

SUBRWVD (MM/DD/YYYY)

POLICY EFF(MM/DD/YYYY)POLICY EXP LIMITS

EACH OCCURRENCEDAMAGE TO RENTEDPREMISES (Ea occurrence)

MED EXP (Any one person)

PERSONAL & ADV INJURY

GENERAL AGGREGATE

PRODUCTS - COMP/OP AGG

COMBINED SINGLE LIMIT(Ea accident)

BODILY INJURY (Per person)

BODILY INJURY (Per accident)PROPERTY DAMAGE(Per accident)

EACH OCCURRENCE

AGGREGATE

WC STATU-TORY LIMITS

OTH-ER

E.L. EACH ACCIDENT

E.L. DISEASE - EA EMPLOYEE

E.L. DISEASE - POLICY LIMIT

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

COMMERCIAL GENERAL LIABILITY

GENERAL LIABILITY

CLAIMS-MADE OCCUR

GEN’L AGGREGATE LIMIT APPLIES PER:

LOCPOLICYPRO-JECT

ANY AUTO

AUTOMOBILE LIABILITY

ALL OWNED SCHEDULED

HIRED AUTOSNON-OWNED

EXCESS LIAB

OCCUR

CLAIMS-MADE

DED RETENTION $WORKERS COMPENSATION

UMBRELLA LIAB

Y / N

N / A

AND EMPLOYERS’ LIABILITYANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?(Mandatory in NH)If yes, describe underDESCRIPTION OF OPERATIONS below

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE

ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD© 1988-2010 ACORD CORPORATION. All rights reserved.

AUTOS AUTOS

AUTOS

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Zechowy, Linda

From: Chen, RuthSent: Tuesday, June 11, 2013 2:02 PMTo: Luehrs, DawnCc: Clausen, Janel; Calabrese, Kate; Barnes, Britianey; Taylor, Eva; Zechowy, Linda; Allen,

Louise; Masarsky, StephanieSubject: RE: NBC Sports Network // EPL clip show // Embassy Row

Yes, that language has been removed. Can we please issue the certs asap? Thanks.   

From: Luehrs, Dawn Sent: Tuesday, June 11, 2013 2:00 PM To: Chen, Ruth Cc: Clausen, Janel; Calabrese, Kate; Barnes, Britianey; Taylor, Eva; Zechowy, Linda; Allen, Louise; Masarsky, Stephanie Subject: RE: NBC Sports Network // EPL clip show // Embassy Row  Yes, as long as they are walking away from controlling counsel.  Britianey please prepare the certs for release later today.    ……d   Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax  

From: Chen, Ruth Sent: Tuesday, June 11, 2013 12:36 PM To: Luehrs, Dawn Cc: Clausen, Janel; Calabrese, Kate; Barnes, Britianey; Taylor, Eva; Zechowy, Linda; Allen, Louise; Masarsky, Stephanie Subject: Re: NBC Sports Network // EPL clip show // Embassy Row  Hi Dawn, want to let you know I just spoke to NBCSN and they're agreeing to all of our requested changes, which includes the insurance language per our conversation yesterday. Given the time crunch, can we prep the certs now and as soon as I get the revised agreement (which should be shortly) the certs can be send ASAP? I just lw for you re the same. Thanks so much.   On Jun 10, 2013, at 3:55 PM, "Luehrs, Dawn" <Dawn_Luehrs@spe.sony.com> wrote: 

Hello Ruth,   Louise is off today and Linda is off all week.  I looked at the agreement and being Media Liability is not a requirement, the cert can be issued from our office.  As soon as the agreement is finalized, Britianey can issue the cert.   ……d   Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line 

1

Zechowy, Linda

From: Taylor, EvaSent: Tuesday, June 11, 2013 1:01 PMTo: Luehrs, DawnCc: Clausen, Janel; Calabrese, Kate; Barnes, Britianey; Zechowy, Linda; Allen, Louise;

Masarsky, Stephanie; Chen, RuthSubject: RE: NBC Sports Network // EPL clip show // Embassy RowAttachments: Embassy Row Production Agreement for EPL Clip Show (FINAL 06.11.2013).pdf

Per Ruth,  Attached please find the revised Agreement which incorporates all the changes we had requested.  Please confirm certificates will be issued asap, as we have to meet the New York studio’s deadline.   Thank you, as always, for your help,   Eva Taylor Office of Ruth Chen, SVP Business Affairs & Operations 

  

From: Chen, Ruth Sent: Tuesday, June 11, 2013 12:36 PM To: Luehrs, Dawn Cc: Clausen, Janel; Calabrese, Kate; Barnes, Britianey; Taylor, Eva; Zechowy, Linda; Allen, Louise; Masarsky, Stephanie Subject: Re: NBC Sports Network // EPL clip show // Embassy Row  Hi Dawn, want to let you know I just spoke to NBCSN and they're agreeing to all of our requested changes, which includes the insurance language per our conversation yesterday. Given the time crunch, can we prep the certs now and as soon as I get the revised agreement (which should be shortly) the certs can be send ASAP? I just lw for you re the same. Thanks so much.   On Jun 10, 2013, at 3:55 PM, "Luehrs, Dawn" <Dawn_Luehrs@spe.sony.com> wrote: 

Hello Ruth,   Louise is off today and Linda is off all week.  I looked at the agreement and being Media Liability is not a requirement, the cert can be issued from our office.  As soon as the agreement is finalized, Britianey can issue the cert.   ……d   Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax 

PRODUCTION SERVICES AGREEMENT This Agreement is made as of April 10, 2013 between NBC Sports Network, L.P., a Delaware limited partnership with offices at One Comcast Center – 27th Floor, Philadelphia, PA 19103-2838 ("Network") and Embassy Row, LLC with offices at 325 Hudson Street, Suite 601, New York, NY 10013 ("Producer"), acting as therendering production entity services with respect to the program currently intended to featureing the events comprising of the “EPL Clip Show” as more specifically described on Exhibit B attached hereto and made a part hereof (the “Program”) for initial exhibition by on the Network and its NBC-branded assignees, affiliates, licensees, or any other programming services of Network.

1. Payments/Payment Schedule. In consideration for the Production Fees, Network shall make payments in accordance with Exhibit B, attached hereto. All payments shall be due within thirty (30) days of receipt of original invoice from Producer to Network and contingent upon Producer’s strict compliance with and fulfillment of all terms and conditions of this Agreement. All invoices should be submitted to: NBC Sports Network, Attn: Accounts Payable, One Comcast Center - 27th Floor, Philadelphia, PA 19103-2838. In accordance with the total fee payable hereunder, Producer will submit a line item budget (consistent with the creative for which the budget was submitted and approved) to Network for prior approval and the production (consistent with the creative in which the budget was submitted and approved) shall be consistent with the budget. If the creative elements are changed, Network agrees to re-evaluate the budget consistent with the changed element(s). Producer shall be responsible for any overages unless it is an an approved overage approved in advance and in writing by Network or caused as a result of changes to elements previously approved by Network.

2. Engagement/Term/Key Persons. Network hereby engages Producer on a pay-or-play basis to function as the production entity for the Program in accordance with the reasonable specifications set forth in the Network Technical Specifications attached hereto and made a part hereof. It is of the essence of this Agreement that with respect to the Programs, Producer furnishes the services of a minimum of key production and technical personnel (consisting of above the line and below the line personnel) in connection with the production services. 3. Program Content Time. The Program shall have a total program content time in accordance with Exhibit B, attached hereto.

4. Delivery/Technical Requirements. The Program shall adhere in all respects to orders issued by Network and timely delivery of all Programs is of the essence of this Agreement. Unless otherwise directed by Network, Producer shall deliver the Programs in accordance with the Network Technical Specifications attached hereto as Exhibit A and made a part hereof. Producer will be responsible for the costs associated with delivery unless Network requires additional delivery or delivery is outside of standard requirements.

If Network rejects any Program(s) solely for reasons of non-conformity with the Network specifications, Network shall notify Producer that it must correct such non-conformity, as soon as possible, but in no event later than forty-eightseventy-two (4872) hours from such rejection unless otherwise agreed by Network. If Producer fails to correct such nonconformity, Network, in addition to any other remedies it may have in law or equity, may elect, at its sole option to terminate this Agreement with respect to any undelivered Programs, whereupon Producer shall repay to Network all amounts paid to Producer pursuant to this Agreement with respect to such undelivered Programs.

5. Production Services/Financing. Subject to the terms of this Agreement and specifically subject to Network's reasonable direction and approval regarding Program content and personnel, Producer

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shall provide the services customarily furnished by production entities of first class television programming as and to the extent reasonably required by Network, and as further outlined in the attached Exhibit A. In the event Network requires any additional equipment and/or services, Producer agrees to provide such additional equipment and/or services and Producer shall bill Network at Producer’s most favorable rates.

Producer’s services shall be non-exclusive to Network; provided, however, that Producer warrants that no other professional commitment shall materially interfere with Producer’s rendition of Producer’s services as contemplated herein.

6. Insurance. Producer shall secure and maintain General Lliability and (including property

damage) and Excess/Umbrella Liability insurance (including non-ownership coverage) with respect to the Programs and the production thereof, that shall be in full force and effect at least as early as the date of this Agreement and which shall remain in full force and effect and provide coverage until termination. Such insurance shall have combined minimum bodily injury and property damage limits of $1,000,000.00 for any single party's claim arising out of a single occurrence and $3,000,000.00 for all claims in the aggregate and a deductible of no more than $10,000.00. Producer shall be responsible for any deductibles. Producer shall also maintain adequate fire, theft, and comprehensive film production insurance for the Programs and the rendition, production and delivery thereof. Producer, through its payroll services company, shall also maintain Workers’ Compensation and Employers’ Liability Insurance with the applicable state law required policy limits for Workers’ Compensation coverage and a minimum limit of $500,000.00 for Employers’ Liability coverage. Each of the liability insurance policies secured by Producer above (i) shall name Network as an additional named insured; and (ii) shall provide for written notification to Network by the insurance company(s) issuing the policies no less than thirty (30) days prior to any terminations, cancellations or alterations thereof; and (iii) shall be maintained by Producer until completion of delivery of the Program to Network. Notice of cancellation shall be provided in accordance with the policy provision. Producer shall promptly forward to Network a certificate of each insurance policy referred to above within fourteen (14) days of the first payment required to be made to Producer hereunder.

7. Approvals. Notwithstanding anything to the contrary contained in this Agreement, Network shall have complete creative, business and financial control over all aspects of the development, pre-production, production, post production, distribution, advertising, publicizing and exploitation of the Program, and all creative and financial decisions of every kind and nature, including, without limitation any changes to the agreed upon key persons, production team, coverage, or technical composition, shall be subject to the approval of Network, not to be unreasonably withheld, in its sole discretion, provided that, within the creative and financial constraints of this Agreement, Producer shall have control over the manner in which the services are performed hereunder. All public relations must be approved by and initiated with Network’s Vice President, Marketing, in coordination with Producer and Sony. Network shall coordinate with Producer as it pertains to the initial press release of the Program.

8. Rights. The Programs and all elements, portions and components thereof, including,

without limitation, Producer's services and all results and proceeds thereof, together with all work product and all other materials furnished by Producer to Network under this Agreement, whether intangible or reduced to tangible form, (collectively, the "Materials") shall be considered works for hire for Network, and Network shall be the sole author of the Materials for all purposes, and the worldwide owner of the Materials, and any and all rights in the Materials throughout the world, in perpetuity including, but not limited to, the worldwide copyrights and moral rights in the Materials and all ancillary, corollary and subsidiary rights in the Materials. Producer shall not allow any liens or encumbrances to accrue against the Series, the individual Programs or any elements, portions or components thereof. For the avoidance of doubt, all of Network's rights under this Section shall survive the expiration or earlier termination of this Agreement. If, for any reason, it is determined that any of the Materials are not works made for hire for Network, then Producer hereby irrevocably grants, assigns and transfers to Network for good and valuable

2

consideration, receipt of which Producer hereby acknowledges, free and clear of any and all claims for royalties or other compensation, all Producer's worldwide right, title, and interest of every kind or nature whatsoever in and to the Materials, including, but not limited to, the worldwide copyrights and moral rights in the Materials and all ancillary, corollary and subsidiary rights in the Materials, and to effectuate such assignment, Producer hereby grants Network an irrevocable limited power of attorney for that purpose. As further clarification, Network shall, without having to obtain any consents from Producer or any third party, or pay any additional compensation or residuals to Producer or any third party beyond that expressly provided for in this Agreement or of which Network is expressly advised in writing by Producer, be the sole and exclusive owner of all rights to and in the Materials including, without limitation: all copyright and trademark rights and shall have the irrevocable, sole and exclusive right to distribute or cause to be distributed, transmit, display, exhibit, license, simulcast, and perform and otherwise exploit, promote, advertise, edit and repurpose the Program, Materials or any element, portion or component thereof, by any and all means, uses, and media, whether now existing or hereafter developed in the future throughout the World in any and all languages in perpetuity on such terms and conditions that Network may elect in its sole discretion; and the sole and exclusive right throughout the World in perpetuity and in any and all languages to produce and distribute, or to cause the production and distribution of, any program or series based upon, derived from, or adapted from the Program, or Materials by any means, uses, or media. Network shall have the right to license or assign any of its rights in the Materials or Programs without restriction. All Materials and all footage shot specifically for the Programs will be owned by Network and shall be delivered to Network upon delivery of the Programs, on a Program by Program basis. Network shall not be required to distribute or cause any distribution of the Programs. Network shall have fully discharged its obligations under this Agreement by paying Producer the amounts required by this Agreement, in accordance with the terms of this Agreement. Network shall at all times have the right (but not the obligation), both before, during and at any and all times after the expiration or earlier termination of this Agreement, exercisable in Network's sole and absolute discretion, to produce, or license to third parties the right to produce, an unlimited number of additional Programs (i.e. in addition to the Programs produced hereunder) and to exploit all such Programs and all rights therein in all media and formats and by any and all means (whether now known or hereafter developed) throughout the universe in perpetuity and in all languages, without any restrictions and without any obligations or liabilities of any kind or nature whatsoever to Producer in connection therewith.

9. Contingencies/Termination/Remedies. Producer's services and the running of any periods herein provided for, shall be suspended without prior written notice during all periods that (i) Producer is in material uncured default or material uncured breach hereof, or Producer is not available to or does not render services hereunder because of incapacity or refusal to perform or any similar occurrence; or (ii) development, production or post-production of the Program is prevented, interrupted or delayed because of force majeure events (including without limitation, any strike or labor dispute, fire, war, governmental action or proceeding, injunction, or other material interference with the production of or distribution of the Program, or any other unexpected or disruptive event sufficient to excuse performance of this Agreement as a matter of law) or other causes beyond Network's control, or by reason of the death or the illness or incapacity of a member of the cast or other production personnel. Such suspension shall continue until the cessation of the event giving rise to the suspension and for such additional period as Network may reasonably require to reschedule Producer's services or recommence development, production or post-production. Network may also lift any suspension at any time, other than a suspension caused by Producer's incapacity. In the event the suspension lasts beyond a reasonable time, in Network’s sole discretion, Network may terminate this Agreement. Network may terminate this Agreement, effective at any time, by giving Producer at least ten (10) days prior written notice.

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In the event of termination Producer shall: (i) repay to Network any amounts received from Network pursuant to this Agreement, which as of the date of such termination, have not been expended or contractually committed by Producer for the actual production of any Program affected by such termination if terminated for cause; (ii) account to Network in writing within ten (10) days of such termination for any amounts so expended; and (iii) promptly deliver to Network all elements or parts thereof of any Program affected by such termination. Upon such a termination, all further rights and obligations of the parties hereunder shall terminate, provided however that Network shall reimburse Producer the costs actually incurred through the date of termination and any third party commitments in place at the date of termination (or offset against advances previously made), upon submission to Network of substantiation of such expenditures and/or commitments. All of the rights conferred upon Network pursuant to this Agreement shall survive the expiration or earlier termination of this Agreement.

10. Representations and Warranties. Producer hereby represents and warrants as follows:

Producer has the authority to enter into this Agreement, to grant the rights agreed to be granted hereunder and to perform fully all of its obligations and agreements hereunder. Producer is not subject to any obligation or disability which will prevent Producer from fully keeping and performing all of the material covenants and conditions to be kept or performed by Producer hereunder, and Producer has not made and Producer will not make any grant, assignment, commitment or do or permit any act which will interfere with or impair the full and complete performance of Producer's services or Network's full and complete enjoyment and exercise of the rights and privileges granted herein. And the elements furnished by Producer for inclusion in the Programs shall be original to Producer or in the public domain and Network’s use distribution, exploitation, transmission, or reproduction shall not infringe upon the rights of any third party or give rise to the right of any third party to receive any compensation from Network or its successors or assigns. Network warrants it has all the rights necessary as it pertains to materials, footage, and clips it provides to Producer for inclusion in the Program.

Producer warrants it has all rights necessary to grant Network the rights granted herein; neither the Programs nor its elements shall infringe upon the rights of any third party; Producer has obtained all consents and clearances required to grant to Network the rights granted herein; and Network shall not be responsible for any such consents or clearances or the payment of any additional consideration to any third party.

Neither Producer, nor its employees, agents, representatives, contractors or affiliated entities, have or will pay or accept any money, service or other valuable consideration for the inclusion of any plug, reference or product identification or any other matter into the Series, without first obtaining permission from Network, and unless such acceptance or payment is disclosed in the manner required by law.

Producer acknowledges that Network does not accept advertising or sponsorships from providers of services related to on-line gambling including but not limited to Tutorial Only and/or Play-For-Free On-Line Gambling Web Sites without prior Network approval and Producer warrants and represents that the Programs will not contain advertising or sponsorships from such providers.

Producer’s warranties and indemnities and any other provision which expressly survives shall survive the termination or expiration of this Agreement

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11. Remedies. In the event of any breach or claimed breach of this Agreement, Producer's

rights and remedies shall be limited to Producer's rights, if any, to recover money damages in an action at law, and in no event shall Producer be entitled to delay delivery to the laboratory of any stock already shot, terminate or rescind this Agreement or to enjoin or restrain the production, distribution, exhibition or exploitation of the Program, or any subsidiary or ancillary works in connection therewith, whether now known or hereinafter devised.

12. Indemnity. To the fullest extent permitted by law, Producer shall indemnify and hold Network, its subsidiaries, affiliates, licensees, parents, members, owners, agents, officers, directors, employees and assignees, harmless from and against any and all third party claims, damages, costs, judgments, losses or expenses (including, without limitation, reasonable outside attorneys' fees), which may be sustained or suffered by or secured against Network or any of its subsidiaries, affiliates, assignees, licensees, agents, officers, directors or employees by reason of, based upon, relating to, or arising out of or related to the use of the Programs (and any element thereof), or any breach by Producer of any warranties or representation contained in this agreement, whether or not litigation is commenced. Producer agrees that Network shall have the sole right to control the legal defense against any such claims, demands or litigation, including the right to select counsel of its choice and to compromise or settle any such claims, demands or litigation.

13. Miscellaneous.

a. Nothing contained herein shall constitute a partnership or joint venture among the parties hereto or constitute any party an agent of the other. Producer and Network are independent contractors with respect to each other. All persons employed by Producer in connection with Producer’s performance hereunder shall be Producers employees or independent contractors and Producer shall be fully responsible for them, including, without limitation, all compensation, withholding taxes, worker’s compensation, insurance and other required payments in connection with such employees.

b. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania applicable to contracts made and entirely performed therein.

c. Network may assign this Agreement, in whole or in part, at any time to any party. Producer may not assign this Agreement, in whole or in part, at any time to any party.

d. Network shall not be liable for any breach of this Agreement unless Network shall have received written notice from Producer of such breach and shall not have cured such breach within a reasonable time after receipt of such notice.

e. Nothing contained in this Agreement shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision of this Agreement and any statute, law, ordinance, order or regulation, the latter shall prevail, but in such event any provision of this Agreement so affected shall be curtailed and limited only to the extent necessary to bring it within the legal requirements.

f. This Agreement represents the entire agreement between the parties hereto and there are no representations, warranties or conditions collateral hereto not expressed herein. This Agreement may be varied only by an instrument in writing signed by all the parties hereto.

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IN WITNESS WHEREOF, this Agreement is hereby agreed to and accepted effective as of the date first written above. PRODUCER Signature: _________________________

Print Name: _______________________

EIN/SS #: ______________________

Date: ______________________

NBC SPORTS NETWORK, L.P. Signature: ___________________________ Name: Title:

Date: __________________________

EXHIBIT A

NETWORK TECHNICAL SPECIFICATIONS

These specifications constitute only a brief summary of Network’s full technical specifications which are available at ftp://prog_guest:Versus06@xfer.versus.com, or in hard copy if requested. It is the responsibility of the Licensor and Licensor’s staff to familiarize themselves with the full specifications in the Technical Guide. 1. MATERIAL AND DELIVERY INSTRUCTIONS:

a. For purposes of this Agreement, the term “Master” shall be defined as a print of good broadcast quality as defined by Network in its sole and absolute business judgment and discretion.

b. It is understood and agreed that timely delivery of the Master is of the essence of this Agreement

and failure to deliver all Masters to Network ten (10) days prior to air date shall constitute a material default by Licensor. In the event of any such default, in addition to any other rights or remedies which it may have, Network shall have the right to terminate this Agreement in accordance with Paragraph 13 of the Standard Terms and Conditions. Should Licensor require delivery to occur less than ten (10) days prior to the air date, Licensor shall be required to notify Network and obtain Network’s prior written approval, at Network’s sole discretion.

c. All Programs are subject to a Quality Control (“QC”) screening by Network. All QC’d Programs

will receive a screening report from Network’s Production Services Department. This report may include items that need to be corrected in order for the Program to make air. It may also include recommendations to be incorporated into new episodes to bring the show in line with Network’s house style and production standards. All Programs could potentially need corrections prior to being approved for air due to irregularities in technical specifications or production considerations, and Licensor is required to make these corrections.

d. Licensor understands that shows must be submitted a minimum of ten (10) days prior to air to

allow time for delays of outside production parties, unforeseen shipping delays, Network’s Quality Control review and potential corrections. It is the Licensor’s responsibility to have a system in place to make corrections to the Programs should Network determine in the QC screening that the

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Program is not of good broadcast quality. However, network will make reasonable efforts to provide Licensor with adequate time to make any necessary corrections.

2. PROGRAM DELIVERY:

a. Network broadcasts out of a dedicated HD Master Control Room. Licensor does not need to

submit shows in both SD and HD format. b. It is Network’s preference that Masters be delivered in HD CAM NTSC with Drop Frame

timecode Dolby Noise Reduction "Off". All graphics and graphics elements (animated front ends, billboards, etc.) on HD shows must fall within 4:3 title safe. A Licensor who originates in SD may still submit SD NTSC Masters with drop frame timecode. SD shows will be “up-res’d” by Network to broadcast on the HD network with pillars/columns.

c. Original HD programs air on NBC SPORTS NETWORK SD network as a 4:3 center-cut. d. Unless otherwise directed by Network in writing, delivery of all Masters and other materials as

required hereunder shall be made by common carrier or by mail to:

NBC Sports Network On-Air Library Re: Air Master 208 Harbor Drive, 4th Floor Stamford, CT 06902

2. PROGRAM MATERIALS: No later than ten (10) days prior to air, unless otherwise specified by

prior agreement, Licensor shall deliver the following to Network: a. If Licensor delivers in HD:

1 x HD MASTER: one (1) HD Cam VIDEOTAPE of each Program with graphics and closed captioning. All graphics /graphic elements (animated front ends, billboards, etc.) on HD shows must fall inside 4:3 title safe.) Audio channel delegations shall be:

Channel 1 – Stereo Left; Channel 2 – Stereo Right; Channel 3 – Mono “Mix Minus” (Full Mix of all elements except for announce, includes natural sound, sound on tape and music); Channel 4 – Announce Only if available, if not, then full mono mix.

1 x HD BACK-UP one (1) dub of the HD master

1 x TEXTLESS HD MASTER: one (1) New HD Cam VIDEOTAPE without graphics. Audio channel delegations shall be:

Channel 1 – Stereo Left; Channel 2 – Stereo Right; Channel 3 – Mono “Mix Minus” (Full Mix of all elements except for announce, includes natural sound, sound on tape and music); Channel 4 – Music free (all elements except music).

NBC SPORTS NETWORK’ HD format is 16x9, 1080i, 59.94 frame rate. All graphics

within 4:3 title safe.

b. INTERNATIONAL MASTERS: In addition, for international deliveries, one Master should be included in the

requisite HD or SD format as follows: One (1) new Digi Beta Masteror HD CAM as appropriate for each Program without graphics. Audio channel delegations shall be:

Channel 1 – Voice Over, Interviews Channel 2 – Natural Sound and Sound on Tape, non-interview Sound on Tape Channel 3 – Stereo Elements Left Channel 4 – Stereo Elements Right

c. MUSIC CUE SHEET: Licensor shall deliver a cue sheet setting forth the title, running time, composer, publisher and performing right society with respect to each Program.

d. PROGRAM DESCRIPTION: In addition, upon Network’s request, Licensor shall

deliver, reasonably in advance of the Delivery Date of each Program, a description of the respective Program via e-mail or on computer diskette in advance of Program delivery in electronic form either via email or via regular or overnight mail on disc at the address set forth above.

e. All Texted/Dirty Program Masters shall be delivered with CLOSED CAPTIONING and

SCRIPTS (All scripts must be formatted to Network specifications. Scripts shall be delivered no later than the delivery date of the applicable Program(s) in electronic form on a disc either via email or via overnight mail.

f. Program Content Format: The Program Master shall have a total program content of the

time set forth in the Agreement. Network will provide Licensor with a model format for editing, a graphics disk and a manual for use by Licensor to conform with Network’s standard graphics format. The Program will be divided into a specified number of segments separated by a specified number of internal commercial breaks.

3. NEW MEDIA SEGMENT MATERIALS:

a. Licensor shall deliver: i. One (1) new Digital Beta Domestic MASTER VIDEOTAPE of each Program

with graphics conforming to NTSC standards in Drop Frame time code with Dolby Noise Reduction "Off".

ii. Audio channel delegations shall be: 1. Channel 1– Stereo Left 2. Channel 2 – Stereo Right 3. Channel 3 – Mono “Mix Minus” – (Full Mix of all elements includes

announce natural sound, sound on tape Minus music) 4. Channel 4 – Mono “Mix Minus” – (Full Mix of all elements includes

announce natural sound, sound on tape Minus music).

b. If Licensor is required to deliver High Definition versions of the New Media Segment then Licensor shall Deliver:

i. One (1) new HIGH DEFINITION MASTER HD Cam of each Program with graphics.

ii. The Aspect Ratio and High Definition Format for all Network HD is 16x9 iii. 1080i Audio channel delegations shall be:

1. Channel 1– Stereo Left 2. Channel 2 – Stereo Right 3. Channel 3 – Mono “Mix Minus” – (Full Mix of all elements includes

announce natural sound, sound on tape Minus music) 4. Channel 4 – Mono “Mix Minus” – (Full Mix of all elements includes

announce natural sound, sound on tape Minus music). iv. Original HD programs are to be down converted to an SDI version for standard

network use, and should be 4:3 "Center Cut" format. c. A music cue sheet setting forth the title, running time, composer, publisher and

performing right society with respect to each New Media Segment. d. In addition, upon Network’s request, Licensor shall deliver, reasonably in advance of the

Delivery Date of each New Media Segment, a description of the respective New Media Segment via e-mail or on computer diskette in advance of Program delivery in electronic form on disc either via email or via regular or overnight mail.

e. All New Media Segment Masters shall be delivered with CLOSED CAPTIONING.

f. Unless otherwise directed by Network in writing, delivery of all Masters and other

materials as required hereunder shall be made by common carrier or by mail to the address set forth above.

4. DEFECTIVE MASTERS: Network shall examine the Master within upon receipt to determine if

the Master complies with all applicable Network standards. If, in Network's sole and absolute business judgment and discretion, the Master does not comply with such standards in any respect Network shall so notify Licensor and Licensor shall provide Network with an acceptable substitute Master, at Licensor's expense and in accordance with Paragraph 2 of the Standard Terms and Conditions. Network may make such copies of the Master as required to exercise its rights hereunder.

5. DELIVERY COSTS: Licensor shall be responsible for all costs associated with the creation,

manufacture and delivery to Network of the Masters and all materials required hereunder, including, without limitation, shipping and forwarding charges, and insurance.

COMMERCIAL INSTRUCTIONS All commercial instructions must be received at least 5 working days prior to air. Instructions must include: Client, ISCI Code, Length, Air Dates. Instructions must be directed to: Contact: Telephone: Email:

Leanne Prevelige 212.413.5346 leanne.prevelige@nbcuni.com

Gordon Styer 212.413.5404 gordon.styer@nbcuni.com

Lindsay Maiello 212.413.6324 lindsay.maiello@nbcuni.com

Email: @NBCUni NBCSN Cable Commercial Instructions Fax: 212.413.5428 Commercial instructions must be sent simultaneously under separate cover. Do NOT include with tapes.

Effective Feb 13, 2012 – All commercial tapes must be received at least 5 working days prior to air. They must be directed to:

NBCUniversal Media Operations Center 900 Sylvan Avenue

Englewood Cliffs, New Jersey 07632 (201) 735-2700

Advertisers that will have spots airing in IndyCar programming: email and EPS logo for dark backgrounds of your brand to VERSUS Marketing Solutions Group (contact info below). Logo will accompany the spot during a Non-Stop commercial break

COMMERCIAL CLEARANCE

Advertising standards must review and approve ONLY commercials in the following 3 sensitive categories before they can air:

a. Issues of public controversy b. Gambling and casino advertising c. Nutritional supplements and weight loss advertising

All commercials promoting programs on other cable or broadcast networks also If you commercial falls within these 3 categories, prior to production, please forward script and storyboard to Jennifer Reilly at 30 Rockefeller Center, Room 1142E-5, New York, NY 10112. When pre-production has concluded, the finished commercial must be submitted for final clearance in the following format: DVD or electronic file or via MediaVu, slated with the ISCI/ Ad-ID, commercial title, and length, product and client, along with an as-produced script and submission sheet. All commercials promoting programs on other cable or broadcast networks must be submitted in advance for approval. Please send link to electronic file to: Trudy Ginsburg trudy.ginsburg@nbcuni.com

Changes of commercial copy within a current flight will be accommodated as soon as operations permit. NBCSports Network will not guarantee changes within 48 hours of airdate, but will make every attempt to meet the requested date. Verbal instructions of changes will be accepted no later than 48 hours prior to airdate. By submitting verbal instructions or changes, clients waive the right to object to the results, including errors, thereof Commercial tapes will be held for 45 days after the last flight date, after which time they will be destroyed. Tapes will not be returned BILLBOARDS Logo as an EPS (Preferred), PSD, AI, TARGA file (HD only). Billboard audio copy must be no more than five seconds in length. NBC Sports Network uses the terminology "brought to you by." This is not inclusive of the five seconds. Audio copy in excess of five seconds will not air. Billboard creative materials should be coded with identification numbers or ISCI codes and received by NBC Sports Network 15 working days before airdate. Animated billboards are accepted; email the group below for format instructions. All billboard materials and copy should be directed to NBC Sports Network Marketing Solutions Group. chris.dicocco@nbcuni.com – nicole.ivanoff@nbcuni.com

HD & SD Electronic Commercial Delivery:

The NBCSports Network strongly encourages all suppliers utilize electronic delivery to ensure the most timely and accurate commercial processing. NBCSports Network has an infrastructure in place to leverage the latest advances in HD & SD electronic delivery. Comcast Ad Delivery & Javelin DG: NBCSports Network’s recommended delivery method is via digital distribution; our preferred electronic delivery vendor is DG and our delivery information is:

DG HD Code SD Code

Versus VSHD-CN (HD). VSTV-CN

(SD)

Phone: 800.324.5672 Web: www.DGIT.com Email: sales@dgfastchannel.com

Extreme Reach: The Network also accepts digitally delivered content via Extreme Reach.

Phone: 877.769.9382

Web: www.extremereach.com Email: support@extremereach.com For commercial copy instructions & guidelines: HTTP://NBCUNI.FORCE.COM/COMMOPS NBCSports Network prefers digital / file based delivery of commercial content SD Commercial ISCI Codes cannot end in the letter “H” SD Commercials must be delivered on Sony Digital BetaCam Multi-Reels are not accepted – one commercial per reel HD Commercials are accepted digitally or on HDCAM SR & must be accompanied by an SD

version. HD Commercials must have “H” on suffix i.e., ABCD1234H and SD ABCD1234

HD Specifications:

Versus is requiring all HD content that is delivered as center cut safe until further notice. All graphics, text and frame composition elements shall be within the 4:3 aperture within the 16 X 9 frame. See page 6 of this document for an illustration of a 16:9 monitor showing the center cut safe area captioned as “NTSC (4:3) 1.33”.

1.0) VIDEO: • The video signal shall consist of 1125-line, 1.78 (16:9) aspect ratio, 59.94 fields or 29.97 frames per second conforming to SMPTE 274M, SMPTE 260M and related documents • Video sampling format shall be 4:2:2. • Content should be preceded by slate and bars and tone • White levels luminance should not exceed 100 IRE when set to reference color bars • Black levels (setup) should not go below 0 IRE (digital Y Cb Cr) when set to reference color bars • The active video structure shall be 1080 lines vertical and 1920 pixels horizontal, conforming to the structure provided by the HDCAM-SR tape format. • Content should fill the full 16:9 aspect ratio of the HDTV format • “Letterbox" or "pillar-box" composition should not be used without prior approval by NBC • All Material must use SMTE “Drop-Frame” time code • VITC & LTC time code must be provided on all longform assets, read the same time and be continuous and ascending

2.0) AUDIO:

• Suppliers are encouraged to review the Advanced Television Systems Committee’s (ATSC) Recommended Practice, A/85: “Techniques for Establishing and Maintaining Audio Loudness for Digital Television” for specific information on creating, measuring and distributing audio for DTV. See http://www.atsc.org/cms/standards/a_85-2009.pdf

• Content providers are encouraged to mix and supply discrete 5.1 channel soundtracks when possible in lieu of stereo and matrix encoded LT RT 2-channel soundtracks. NBC Network Television’s audio distribution system reproduces 2-channel soundtracks on the front left, front right

Extreme Reach NBC Sports Network

channels only of 5.1 consumer home theaters. Consumer stereo and mono reproduction operates with any soundtrack format

• Programs Providers (long form content): provide a measured AVERAGE of –24 LKFS* (+/-2 dB) dialog loudness for the soundtrack. Use an ITU-R.BS.1770 based broadcast loudness meter for measurement. Minor variation of +/- 2dB about the –24 LKFS loudness average is anticipated and acceptable.

• Commercial Providers (short form content): provide a measured AVERAGE of –24 LKFS* (+/-2 dB) global loudness (all soundtrack elements, not only dialog) for the soundtrack. Use an ITU-R.BS.1770 based broadcast loudness meter for measurement. Minor variation of +/- 2dB about the –24 LKFS loudness average is anticipated and acceptable. Commercial and promo suppliers note effective immediately: content not conforming to NBCUniversal’s –24LKFS average loudness specification will be loudness normalized to meet this requirement. This process shifts average loudness to –24LKFS with no impact to dynamic range. Content delivered softer than NBCUniversal’s –24LKFS average loudness specification will be loudness normalized to a maximum of –24LKFS/-2 peak. Delivered peak level of soft content may restrict normalization up to the –24LKFS target.

• A tight tolerance surrounding the –24LKFS average is especially critical at the start and end of content or segments to establish smooth program to commercial transitions

• Average soundtrack loudness of –24 LKFS, matching the NBCUniversal’s default dialog level metadata is critical for proper operation of the dynamic range control system used for ATSC AC-3 audio.

• Dialogue intelligibility is extremely important and is to be established and maintained for the duration of the content

HD Specifications: • Use of a low frequency enhancement channel (LFE) is encouraged when considered appropriate

by the sound designer. Some portion of the LFE signal should be mixed into the left and right channels to maintain the appropriate presence of this signal for 5.1 to two-channel down mixing for non-5.1 audience playback systems

• Peak limiting of 5.1 channel soundtracks: NBCUniversal requires peak limiting of –2 dBFS for the derived ATSC 2-channel down mix of all 5.1 soundtracks. To do so, peaks of the 5.1 channel soundtrack must be managed correctly to meet this requirement for the 2-channel version of the soundtrack created during broadcast of the 5.1 soundtrack.

• Peak Limiting of 2-channel only soundtracks: Limit to –2 dBFS

*LKFS: denotes a loudness measurement conforming to ITU-R BS.1770 loudness algorithm

2.1) ADDITIONAL AUDIO INFORMATION • All audio tracks shall be time-aligned to video (+/- 1 millisecond) at the audio and video outputs of the

DVTR. • Content will not be accepted with Dolby Digital or Dolby E soundtracks • No audio encoding format is to be used that is not specified in this document

2.2) General Audio Specifications • Tone Reference level: –20 dBFS (Corresponding to –20 dBFS = +4 dBU analog. • 0 dBFS = +24 dBU analog. (Reference: SMPTE RP-155). All 0 vu analog references pertain to +4

dBU and –20 dBFS if a corresponding digital scale is used. • Digital audio format shall be: AES-3, 48kHz sampling

2.3) 5.1 Channel Soundtracks

• The following audio formats apply for a 5.1 channel discrete soundtrack the following channel order

shall apply: 5.1 Channel Soundtracks

Channel Assignment Ch 1 Left

Ch 2 Right

Ch 3 Center

Ch 4 LFE

Ch 5 LS

Ch 6 RS

Ch 7 & 8Mono Alternate Language - OR - Mono Audio Descript ion (if ordered by NBCUniversal) or, if neither, supply a mono version of main soundtrack -24lkfs loudness, -2peak

Ch 9 LT (Pro Logic-II or Pro Logic) or LO or stereo

Ch 10 RT (PL-II or PL) RO or stereo

Ch 11 left music/effects (if ordered by NBCUniversal or silence if not)

Ch 12 right music/effects (if ordered by NBCUniversal or silence if not)

HD Specifications:

2.4) 5.1 Channel SOUNDTRACKS MUST BE ACCOMPANIED BY A 2-CHANNEL VERSION: For 5.1 channel soundtracks as above, the following additional audio formats apply in this order of NBC preference:

• VTR PCM Audio tracks 9 and 10 must contain one of the following: • 2 channel PCM/AES Dolby Pro Logic II matrix encoded soundtrack • 2 channel PCM/AES Dolby Pro Logic matrix encoded soundtrack • 2 channel stereo soundtrack • 2 channel dual mono soundtrack • This soundtrack shall be dynamically limited not to exceed –2 dBFS • Recording of one of the above PCM soundtracks on channels 9 and 10 MUST BE in

addition to the 5.1 soundtrack recorded on channels 1-6 of the HDCAM-SR tape. 2.5) 2-Channel ONLY Soundtracks If a 5.1 soundtrack is not provided, the following audio formats apply in this order of NBC preference:

1. Provide a 2 channel PCM/AES Dolby Pro Logic II matrix encoded soundtrack (stereo compatible) on PCM Ch 1 and 2

2. Provide a 2 channel PCM/AES Dolby Pro Logic matrix encoded soundtrack on PCM Ch 1 and 2

3. Provide a stereo soundtrack on PCM Ch 1 and 2 4. Provide a dual mono soundtrack on PCM Ch 1 and 2 5. For mono audio content, the same audio material shall appear in phase and of equal level on PCM

Ch 1 and 2

Please Note: In all cases for 2-channel soundtracks as above tracks 3 thru 6 must be silent as follows:

2 Channel Stereo Soundtracks

Channel Assignment Ch 1 Left (Left if Stereo)

Ch 2 Right (Right if Stereo)

Ch 3, 4 , 5, 6 Silent

Ch 7 & 8 Mono Alternate Language - OR - Mono Audio Descript ion (if ordered ny NBCUniversal) or, if neither, supply a mono version of main soundtrack -24lkfs loudness, -2peak

Ch 9 LT (Pro Logic-II or Pro Logic) or LO or stereo repeat of Ch 1

Ch 10 RT (PL-II or PL) RO or stereo or repeat of Ch 2

Ch 11 left music/effects (if ordered by NBCUniversal or silence if not

Ch 12 right music/effects (if ordered by NBCUniversal or silence if not)

The soundtrack shall be dynamically limited to –2 dBFS.

HD Specifications:

3.0) General Guidelines for recorded material: • HD Commercial providers must provide an SD copy of each commercial using an identical ISCI code

without the “H” designation • There shall be a single set of one minute of color bars and reference level –20dBFS 1KHz. tone on

channels 1-6 and 9-10 for 5.1 soundtracks and on channels 1-2 and 9-10 for 2-channel soundtracks at the head of each tape. All other channels during bars and tone are to be silent. Bars and tone must accurately represent the characteristics of the recorded material. This is to be followed by the slate information before the start of content.

• There shall be continuous 48 kHz silent audio signal on all channels during the slate and continuing to the

start of the content. Suppliers are not to “punch-in” soundtracks at the start of content audio. . • All material must use SMPTE "drop-frame" time code. • All copies of a single show shall have the same time code. • VITC and LTC time code recorded on the tape shall read the same time and be continuous and ascending. • Time code user bit data must not fall into the range of 81808093 FF808093. A setting of “0” is

preferable for all time code user bits. • No CGMS (Copy Generation Management System) data of any format shall be inserted into either HD or

SD copies. Particularly, CGMS-A data must not be included in EIA/CEA-608 data. • Content shall begin at 01:00:00:00. Long form programs delivered on multiple tapes shall use different

time code for each part starting on the next whole hour, E.G.: 2:00:00:00, 3:00:00:00 (but not 00 or 23 hours).

• Closed Caption encoding shall be carried as EIA/CEA-608 data in accordance with EIA/CEA 708 (Digital

Television Closed Captioning) and SMPTE 334M. Closed Captioning data shall be encoded on to HD-SDI VANC line 9

The tape shall be formatted as follows: .

Start of Tape Black

Bars and Tone Black Slate Black

Start of Content Black

Program Cont.

: 10 : 60 : 10 : 10 : 10 : 10

HD Specifications:

SAFE TITLE, SAFE ACTION AREA SMPTE Recommended Practices take into account the average receiver masking of a television picture. Although modern receivers mask less picture than older receivers, NBC's practices provide a wide-screen interpretation of SMPTE RP 27.3. SMPTE RP 27.3 is based on 90% of the active area for safe action and 80% of the active area for safe titles.

TC =

HD Titles MUST BE contained in the space shown above to ensure LEGIBILITY after Center Cut Down Conversion to SD

CENTER CUT SAFE AREA (4:3, 1.33)

NBC SPORTS NETWORK: HDTV Delivery: Quick Reference

1.0) VIDEO: • 1125-line, 1.78 (16:9) aspect ratio, 59.94 fields or 29.97 frames per second • Sampling format: 4:2:2. See main specification for acquisition requirements • 1080 lines vertical and 1920 pixels horizontal • Fill the full 16:9 aspect ratio of the HDTV format;, NBC encourages material be compose and

delivered “center cut safe” • “Letterbox" or “pillar Box” composition should not be used without prior approval by NorthWest • All Material must use SMTE “Drop-Frame” time code • VITC & LTC time code must be provided on all longform assets, read the same time and be

continuous and ascending.

2.0) AUDIO: 5.1 Channel Soundtracks:

5.1 Channel Soundtracks Channel Assignment

Ch 1 Left

Ch 2 Right

Ch 3 Center

Ch 4 LFE

Ch 5 LS

Ch 6 RS

Ch 7 & 8Mono Alternate Language - OR - Mono Audio Descript ion (if ordered by NBCUniversal) or, if neither, supply a mono version of main soundtrack -24lkfs loudness, -2peak

Ch 9 LT (Pro Logic-II or Pro Logic) or LO or stereo

Ch 10 RT (PL-II or PL) RO or stereo

Ch 11 left music/effects (if ordered by NBCUniversal or silence if not)

Ch 12 right music/effects (if ordered by NBCUniversal or silence if not) • Note: 5.1 suppliers: the 2-channel soundtrack you may deliver is not transmitted to the

audience. It is for archive/protection purposes only.

• Mix Engineers: provide –24 LKFS (+/-2dB) average dialog loudness for the long-form or global loudness for the short-form soundtrack.

• Peak limiting of 5.1 channel soundtracks: NBCUNIVERSAL requires peak limiting of –

2 dBFS for the derived ATSC 2-channel down mix of all 5.1 soundtracks.

• Content not conforming to NBCUNIVERSAL’s –24LKFS average loudness specification will be loudness normalized by NBCUniversal to meet this requirement. This process shifts average loudness to –24LKFS with no impact to dynamic range.

• Peak Limiting of 2- channel only soundtracks: Limit to -2dBFS

NBCSports Network: HDTV Delivery: Quick Reference

2.1) 2-Channel ONLY Soundtracks: 2 Channel Stereo Soundtracks

Channel Assignment Ch 1 Left (Left if Stereo) Ch 2 Right (Right if Stereo)

Ch 3, 4, 5, 6 Silent

Ch 7 & 8 Mono Alternate Language - OR - Mono Audio Description (if ordered by NBCUniversal) or, if neither, supply a mono version of main soundtrack -24lkfs loudness, -2peak

Ch 9 LT (Pro Logic-II or Pro Logic) or LO or stereo repeat of Ch 1 Ch 10 RT (PL-II or PL) RO or stereo or repeat of Ch 2 Ch 11 left music/effects (if ordered by NBCUniversal or silence if not Ch 12 right music/effects (if ordered by NBCUniversal or silence if not)

The soundtrack shall be dynamically limited to –2 dBFS.

3.0) Electronically Delivered Commercials:

NBCSports Network strongly encourages all suppliers to utilize electronic delivery to ensure the most timely and accurate commercial processing.

DG: Customer Service Support 1.800.324.5672 or Email: Sales@DGIT.com

Extreme Reach: Customer Support 1.877.769.9382 or Email: support@extremereach.com

General Parameters Primary Method: Secondary Method: Container: MOV - QuickTime MOV - QuickTime Encoding Library Apple QuickTime Apple QuickTime

SD Video Track Parameters Primary Method: Secondary Method:

Format: MPEG IMX 525/60 (30 Mb/s)

DV (NTSC)

Frame Rate (fps): 29.97 29.97 Bitrate mode: Constant Constant Width (Pixel #): 720 720 Height (Pixel #): 512 480

Technical Specification for Digital File Delivery:

For Commercial Copy Instructions & Guidelines go to: HTTP://NBCUNI.FORCE.COM/COMMOPS

Pixel Aspect Ratio: 10:11 10:11 Chroma subsampling format: YUV422p YUV411p TV Standard NTSC NTSC Interlacing: Interlaced - Top Field First Interlaced

Audio Track Parameters Primary Method: Secondary Method: Format: Uncompressed PCM Uncompressed PCM Details: 24-bit, little endian, signed linear PCM Bitrate: 768 Kbps 2 304Kbps Bitrate mode: Constant Constant Resolution: 16 bits 24 bits Rate: 48.0 KHz 48.0 KHz Channels: Mono / Stereo Mono / Stereo

EXHIBIT B 1. Producer: Embassy Row 2. Title of Program: “EPL Clip Show” 3. Description of Program: Producer will deliver four (4) one (1) hour programs which shall may feature

experts and entertainers discussing the English Premier League. 4. Delivery Date of Episodes: Producer will deliver the EPL Clip Shows at a future date which shall be

mutually agreed upon by both Network and Producer. Network shall own all right, title, and interest in and to the Program, including, but not limited to, any and all copyright interests.

5 Production Fees: Total cost of the Programs shall be Four Hundred Seventy Seven Thousand Three

Hundred Sixty Nine Dollars ($477,369) (One Hundred Nineteen Thousand Three Hundred Forty Two Dollars ($119,342) per episode).

6. Production Fees: Total cost of the Programs shall Four Hundred Seventy Seven Thousand Three Hundred Sixty Nine Dollars ($477,369) (One Hundred Nineteen Thousand Three Hundred Forty Two Dollars ($119,342) per episode).

Producer shall be responsible for any fee(s) related to full delivery and any clearances that may arise (as per the budget) with the exception of clip clearances and all other materials provided to Producer by Network (e.g., EPL footage, etc.).

Subject to a mutually approved cash flow schedule, Aall payments shall be due within thirty (30) days of receipt of invoice from PRODUCER to Network. and are contingent upon PRODUCER's strict compliance with and fulfillment of all terms and conditions of the Agreement. Please add: Credits: EP credit for Michael Davies, single card Production Co. logo credit for Embassy Row Tied to derivatives

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Zechowy, Linda

From: Allen, LouiseSent: Wednesday, May 29, 2013 1:31 PMTo: Chen, Ruth; Zechowy, Linda; Luehrs, DawnCc: Clausen, Janel; Calabrese, Kate; Barnes, Britianey; Taylor, EvaSubject: RE: NBC Sports Network // EPL clip show // Embassy RowAttachments: Embassy Row_Production Agreement_EPL Clip Show_(NBCSN Markup of RCC Comm)(RM

5-29).doc

Ruth … Linda is off for a few days so I will respond on her behalf.  Paragraph 6:   Some of the changes to paragraph 6 were entered in the wrong place (eg., reference to payroll services company).  I moved the revisions to the correct places.  Paragraph 12:   The last line must be deleted;  that is a deal breaker.  Our insurance companies will not allow NBC to select counsel and control the defense and settle claims on our behalf, when we are obliged to indemnify.    Also, the indemnity language is still too broad/broader than common law.  We should not be obligated to indemnify for any damages/losses/etc. caused by the negligence or willful misconduct of NBC et al.  If the “Except if due to the negligence or willful misconduct” wording is unacceptable, we should at least try to insert “To the fullest extent permitted by law,” at the start of paragraph 12.  Here is some alternate wording that could be suggested …  To the fullest extent permitted by law, Producer shall indemnify and hold Network, its subsidiaries, affiliates, licensees, parents, members, owners, agents, officers, directors, employees and assignees, harmless from and against any and all third party claims, damages, costs, judgments, losses or expenses (including, without limitation, reasonable outside attorneys' fees), which may be sustained or suffered by or secured against Network or any of its subsidiaries, affiliates, assignees, licensees, agents, officers, directors or employees by reason of, based upon, relating to, or arising out of or related to the use of the Programs (and any element thereof), or any breach by Producer of any warranties or representation contained in this agreement, whether or not litigation is commenced. Producer agrees that Network shall have the sole right to control the legal defense against any such claims, demands or litigation, including the right to select counsel of its choice and to compromise or settle any such claims, demands or litigation.  Linda will be back in the office on Friday.  Thanks,  Louise   

From: Chen, Ruth Sent: Wednesday, May 29, 2013 3:00 PM To: Zechowy, Linda; Luehrs, Dawn Cc: Clausen, Janel; Calabrese, Kate; Barnes, Britianey; Allen, Louise; Taylor, Eva Subject: RE: NBC Sports Network // EPL clip show // Embassy Row  Hi ladies, please find the attached further revised agreement from NBC in connection with the above‐referenced project. It may be a bit confusing as they added their redline on top of mine. I believe for the most part they accepted our changes but please let me know if you have any additional comments/concerns. Thanks so much.  

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From: Zechowy, Linda Sent: Monday, April 22, 2013 3:36 PM To: Luehrs, Dawn; Chen, Ruth Cc: Clausen, Janel; Calabrese, Kate; Barnes, Britianey; Allen, Louise Subject: RE: NBC Sports Network // EPL clip show // Embassy Row  Hi Ruth,  Attached please find the PSA with Risk Management’s comments in Sections 6 and 12.  Once finalized, we will issue the certificate of insurance.  If you have any questions or comments about this, please don’t hesitate to contact us.  Best,   Linda Zechowy Risk Management Direct Line:  310‐244‐3295 Fax:  310‐244‐6111    

From: Luehrs, Dawn Sent: Thursday, April 18, 2013 11:44 AM To: Chen, Ruth Cc: Clausen, Janel; Zechowy, Linda; Calabrese, Kate; Barnes, Britianey; Allen, Louise Subject: RE: NBC Sports Network // EPL clip show // Embassy Row  Yes – we will get it done  Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax  

From: Chen, Ruth Sent: Wednesday, April 17, 2013 11:54 AM To: Luehrs, Dawn Cc: Clausen, Janel; Zechowy, Linda; Calabrese, Kate; Barnes, Britianey; Allen, Louise Subject: RE: NBC Sports Network // EPL clip show // Embassy Row  Is end of this week OK?   

From: Luehrs, Dawn Sent: Wednesday, April 17, 2013 11:52 AM To: Chen, Ruth Cc: Clausen, Janel; Zechowy, Linda; Calabrese, Kate; Barnes, Britianey; Allen, Louise Subject: FW: NBC Sports Network // EPL clip show // Embassy Row  When do you need this?  

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Fyi – adding Louise Allen to the distribution.  …….d  Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax  

From: Chen, Ruth Sent: Wednesday, April 17, 2013 11:32 AM To: Luehrs, Dawn; Clausen, Janel; Calabrese, Kate; Barnes, Britianey Cc: Taylor, Eva Subject: NBC Sports Network // EPL clip show // Embassy Row  Hi ladies,  We are producing clip episodes of the English Premier League for the newly established NBC Sports Network. Attached is the PSA they’ve sent over which includes various insurance requirements which I would appreciate your input.   Thanks in advance, Ruth    

PRODUCTION SERVICES AGREEMENT This Agreement is made as of April 10, 2013 between NBC Sports Network, L.P., a Delaware limited partnership with offices at One Comcast Center – 27th Floor, Philadelphia, PA 19103-2838 ("Network") and Embassy Row, LLC with offices at 325 Hudson Street, Suite 601, New York, NY 10013 ("Producer"), acting as therendering production entity services with respect to the program currently intended to featureing the events comprising of the “EPL Clip Show” as more specifically described on Exhibit B attached hereto and made a part hereof (the “Program”) for initial exhibition by on the Network and its NBC-branded assignees, affiliates, licensees, or any other programming services of Network.

1. Payments/Payment Schedule. In consideration for the Production Fees, Network shall make payments in accordance with Exhibit B, attached hereto. All payments shall be due within thirty (30) days of receipt of original invoice from Producer to Network and contingent upon Producer’s strict compliance with and fulfillment of all terms and conditions of this Agreement. All invoices should be submitted to: NBC Sports Network, Attn: Accounts Payable, One Comcast Center - 27th Floor, Philadelphia, PA 19103-2838. In accordance with the total fee payable hereunder, Producer will submit a line item budget (consistent with the creative for which the budget was submitted and approved) to Network for prior approval and the production (consistent with the creative in which the budget was submitted and approved) shall be consistent with the budget. If the creative elements are changed, Network agrees to re-evaluate the budget consistent with the changed element(s). Producer shall be responsible for any overages unless it is an an approved overage approved in advance and in writing by Network or caused as a result of changes to elements previously approved by Network.

2. Engagement/Term/Key Persons. Network hereby engages Producer on a pay-or-play basis to function as the production entity for the Program in accordance with the reasonable specifications set forth in the Network Technical Specifications attached hereto and made a part hereof. It is of the essence of this Agreement that with respect to the Programs, Producer furnishes the services of a minimum of key production and technical personnel (consisting of above the line and below the line personnel) in connection with the production services. 3. Program Content Time. The Program shall have a total program content time in accordance with Exhibit B, attached hereto.

4. Delivery/Technical Requirements. The Program shall adhere in all respects to orders issued by Network and timely delivery of all Programs is of the essence of this Agreement. Unless otherwise directed by Network, Producer shall deliver the Programs in accordance with the Network Technical Specifications attached hereto as Exhibit A and made a part hereof. Producer will be responsible for the costs associated with delivery unless Network requires additional delivery or delivery is outside of standard requirements.

If Network rejects any Program(s) solely for reasons of non-conformity with the Network specifications, Network shall notify Producer that it must correct such non-conformity, as soon as possible, but in no event later than forty-eightseventy-two (4872) hours from such rejection unless otherwise agreed by Network. If Producer fails to correct such nonconformity, Network, in addition to any other remedies it may have in law or equity, may elect, at its sole option to terminate this Agreement with respect to any undelivered Programs, whereupon Producer shall repay to Network all amounts paid to Producer pursuant to this Agreement with respect to such undelivered Programs.

5. Production Services/Financing. Subject to the terms of this Agreement and specifically subject to Network's reasonable direction and approval regarding Program content and personnel, Producer

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shall provide the services customarily furnished by production entities of first class television programming as and to the extent reasonably required by Network, and as further outlined in the attached Exhibit A. In the event Network requires any additional equipment and/or services, Producer agrees to provide such additional equipment and/or services and Producer shall bill Network at Producer’s most favorable rates.

Producer’s services shall be non-exclusive to Network; provided, however, that Producer warrants that no other professional commitment shall materially interfere with Producer’s rendition of Producer’s services as contemplated herein.

6. Insurance. Producer shall secure and maintain General Lliability and (including property

damage) and Excess/Umbrella Liability insurance (including non-ownership coverage) with respect to the Programs and the production thereof, that shall be in full force and effect at least as early as the date of this Agreement and which shall remain in full force and effect and provide coverage until termination. Such insurance shall have combined minimum bodily injury and property damage limits of $1,000,000.00 for any single party's claim arising out of a single occurrence and $3,000,000.00 for all claims in the aggregate and a deductible of no more than $10,000.00. Producer shall be responsible for any deductibles. Producer shall also maintain adequate fire, theft, and comprehensive film production insurance for the Programs and the rendition, production and delivery thereof. Producer, through its payroll services company, shall also maintain Workers’ Compensation and Employers’ Liability Insurance with the applicable state law required policy limits for Workers’ Compensation coverage and a minimum limit of $500,000.00 for Employers’ Liability coverage. Each of the liability insurance policies secured by Producer above (i) shall name Network as an additional named insured; and (ii) shall provide for written notification to Network by the insurance company(s) issuing the policies no less than thirty (30) days prior to any terminations, cancellations or alterations thereof; and (iii) shall be maintained by Producer until completion of delivery of the Program to Network. Notice of cancellation shall be provided in accordance with the policy provision. Producer shall promptly forward to Network a certificate of each insurance policy referred to above within fourteen (14) days of the first payment required to be made to Producer hereunder.

7. Approvals. Notwithstanding anything to the contrary contained in this Agreement, Network shall have complete creative, business and financial control over all aspects of the development, pre-production, production, post production, distribution, advertising, publicizing and exploitation of the Program, and all creative and financial decisions of every kind and nature, including, without limitation any changes to the agreed upon key persons, production team, coverage, or technical composition, shall be subject to the approval of Network, not to be unreasonably withheld, in its sole discretion, provided that, within the creative and financial constraints of this Agreement, Producer shall have control over the manner in which the services are performed hereunder. All public relations must be approved by and initiated with Network’s Vice President, Marketing, in coordination with Producer and Sony. Network shall coordinate with Producer as it pertains to the initial press release of the Program.

8. Rights. The Programs and all elements, portions and components thereof, including,

without limitation, Producer's services and all results and proceeds thereof, together with all work product and all other materials furnished by Producer to Network under this Agreement, whether intangible or reduced to tangible form, (collectively, the "Materials") shall be considered works for hire for Network, and Network shall be the sole author of the Materials for all purposes, and the worldwide owner of the Materials, and any and all rights in the Materials throughout the world, in perpetuity including, but not limited to, the worldwide copyrights and moral rights in the Materials and all ancillary, corollary and subsidiary rights in the Materials. Producer shall not allow any liens or encumbrances to accrue against the Series, the individual Programs or any elements, portions or components thereof. For the avoidance of doubt, all of Network's rights under this Section shall survive the expiration or earlier termination of this Agreement. If, for any reason, it is determined that any of the Materials are not works made for hire for Network, then Producer hereby irrevocably grants, assigns and transfers to Network for good and valuable

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consideration, receipt of which Producer hereby acknowledges, free and clear of any and all claims for royalties or other compensation, all Producer's worldwide right, title, and interest of every kind or nature whatsoever in and to the Materials, including, but not limited to, the worldwide copyrights and moral rights in the Materials and all ancillary, corollary and subsidiary rights in the Materials, and to effectuate such assignment, Producer hereby grants Network an irrevocable limited power of attorney for that purpose. As further clarification, Network shall, without having to obtain any consents from Producer or any third party, or pay any additional compensation or residuals to Producer or any third party beyond that expressly provided for in this Agreement or of which Network is expressly advised in writing by Producer, be the sole and exclusive owner of all rights to and in the Materials including, without limitation: all copyright and trademark rights and shall have the irrevocable, sole and exclusive right to distribute or cause to be distributed, transmit, display, exhibit, license, simulcast, and perform and otherwise exploit, promote, advertise, edit and repurpose the Program, Materials or any element, portion or component thereof, by any and all means, uses, and media, whether now existing or hereafter developed in the future throughout the World in any and all languages in perpetuity on such terms and conditions that Network may elect in its sole discretion; and the sole and exclusive right throughout the World in perpetuity and in any and all languages to produce and distribute, or to cause the production and distribution of, any program or series based upon, derived from, or adapted from the Program, or Materials by any means, uses, or media. Network shall have the right to license or assign any of its rights in the Materials or Programs without restriction. All Materials and all footage shot specifically for the Programs will be owned by Network and shall be delivered to Network upon delivery of the Programs, on a Program by Program basis. Network shall not be required to distribute or cause any distribution of the Programs. Network shall have fully discharged its obligations under this Agreement by paying Producer the amounts required by this Agreement, in accordance with the terms of this Agreement. Network shall at all times have the right (but not the obligation), both before, during and at any and all times after the expiration or earlier termination of this Agreement, exercisable in Network's sole and absolute discretion, to produce, or license to third parties the right to produce, an unlimited number of additional Programs (i.e. in addition to the Programs produced hereunder) and to exploit all such Programs and all rights therein in all media and formats and by any and all means (whether now known or hereafter developed) throughout the universe in perpetuity and in all languages, without any restrictions and without any obligations or liabilities of any kind or nature whatsoever to Producer in connection therewith.

9. Contingencies/Termination/Remedies. Producer's services and the running of any periods herein provided for, shall be suspended without prior written notice during all periods that (i) Producer is in material uncured default or material uncured breach hereof, or Producer is not available to or does not render services hereunder because of incapacity or refusal to perform or any similar occurrence; or (ii) development, production or post-production of the Program is prevented, interrupted or delayed because of force majeure events (including without limitation, any strike or labor dispute, fire, war, governmental action or proceeding, injunction, or other material interference with the production of or distribution of the Program, or any other unexpected or disruptive event sufficient to excuse performance of this Agreement as a matter of law) or other causes beyond Network's control, or by reason of the death or the illness or incapacity of a member of the cast or other production personnel. Such suspension shall continue until the cessation of the event giving rise to the suspension and for such additional period as Network may reasonably require to reschedule Producer's services or recommence development, production or post-production. Network may also lift any suspension at any time, other than a suspension caused by Producer's incapacity. In the event the suspension lasts beyond a reasonable time, in Network’s sole discretion, Network may terminate this Agreement. Network may terminate this Agreement, effective at any time, by giving Producer at least ten (10) days prior written notice.

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In the event of termination Producer shall: (i) repay to Network any amounts received from Network pursuant to this Agreement, which as of the date of such termination, have not been expended or contractually committed by Producer for the actual production of any Program affected by such termination if terminated for cause; (ii) account to Network in writing within ten (10) days of such termination for any amounts so expended; and (iii) promptly deliver to Network all elements or parts thereof of any Program affected by such termination. Upon such a termination, all further rights and obligations of the parties hereunder shall terminate, provided however that Network shall reimburse Producer the costs actually incurred through the date of termination and any third party commitments in place at the date of termination (or offset against advances previously made), upon submission to Network of substantiation of such expenditures and/or commitments. All of the rights conferred upon Network pursuant to this Agreement shall survive the expiration or earlier termination of this Agreement.

10. Representations and Warranties. Producer hereby represents and warrants as follows:

Producer has the authority to enter into this Agreement, to grant the rights agreed to be granted hereunder and to perform fully all of its obligations and agreements hereunder. Producer is not subject to any obligation or disability which will prevent Producer from fully keeping and performing all of the material covenants and conditions to be kept or performed by Producer hereunder, and Producer has not made and Producer will not make any grant, assignment, commitment or do or permit any act which will interfere with or impair the full and complete performance of Producer's services or Network's full and complete enjoyment and exercise of the rights and privileges granted herein. And the elements furnished by Producer for inclusion in the Programs shall be original to Producer or in the public domain and Network’s use distribution, exploitation, transmission, or reproduction shall not infringe upon the rights of any third party or give rise to the right of any third party to receive any compensation from Network or its successors or assigns. Network warrants it has all the rights necessary as it pertains to materials, footage, and clips it provides to Producer for inclusion in the Program.

Producer warrants it has all rights necessary to grant Network the rights granted herein; neither the Programs nor its elements shall infringe upon the rights of any third party; Producer has obtained all consents and clearances required to grant to Network the rights granted herein; and Network shall not be responsible for any such consents or clearances or the payment of any additional consideration to any third party.

Neither Producer, nor its employees, agents, representatives, contractors or affiliated entities, have or will pay or accept any money, service or other valuable consideration for the inclusion of any plug, reference or product identification or any other matter into the Series, without first obtaining permission from Network, and unless such acceptance or payment is disclosed in the manner required by law.

Producer acknowledges that Network does not accept advertising or sponsorships from providers of services related to on-line gambling including but not limited to Tutorial Only and/or Play-For-Free On-Line Gambling Web Sites without prior Network approval and Producer warrants and represents that the Programs will not contain advertising or sponsorships from such providers.

Producer’s warranties and indemnities and any other provision which expressly survives shall survive the termination or expiration of this Agreement

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11. Remedies. In the event of any breach or claimed breach of this Agreement, Producer's

rights and remedies shall be limited to Producer's rights, if any, to recover money damages in an action at law, and in no event shall Producer be entitled to delay delivery to the laboratory of any stock already shot, terminate or rescind this Agreement or to enjoin or restrain the production, distribution, exhibition or exploitation of the Program, or any subsidiary or ancillary works in connection therewith, whether now known or hereinafter devised.

12. Indemnity. To the fullest extent permitted by law, Producer shall indemnify and hold Network, its subsidiaries, affiliates, licensees, parents, members, owners, agents, officers, directors, employees and assignees, harmless from and against any and all third party claims, damages, costs, judgments, losses or expenses (including, without limitation, reasonable outside attorneys' fees), which may be sustained or suffered by or secured against Network or any of its subsidiaries, affiliates, assignees, licensees, agents, officers, directors or employees by reason of, based upon, relating to, or arising out of or related to the use of the Programs (and any element thereof), or any breach by Producer of any warranties or representation contained in this agreement, whether or not litigation is commenced. Producer agrees that Network shall have the sole right to control the legal defense against any such claims, demands or litigation, including the right to select counsel of its choice and to compromise or settle any such claims, demands or litigation.

13. Miscellaneous.

a. Nothing contained herein shall constitute a partnership or joint venture among the parties hereto or constitute any party an agent of the other. Producer and Network are independent contractors with respect to each other. All persons employed by Producer in connection with Producer’s performance hereunder shall be Producers employees or independent contractors and Producer shall be fully responsible for them, including, without limitation, all compensation, withholding taxes, worker’s compensation, insurance and other required payments in connection with such employees.

b. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania applicable to contracts made and entirely performed therein.

c. Network may assign this Agreement, in whole or in part, at any time to any party. Producer may not assign this Agreement, in whole or in part, at any time to any party.

d. Network shall not be liable for any breach of this Agreement unless Network shall have received written notice from Producer of such breach and shall not have cured such breach within a reasonable time after receipt of such notice.

e. Nothing contained in this Agreement shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision of this Agreement and any statute, law, ordinance, order or regulation, the latter shall prevail, but in such event any provision of this Agreement so affected shall be curtailed and limited only to the extent necessary to bring it within the legal requirements.

f. This Agreement represents the entire agreement between the parties hereto and there are no representations, warranties or conditions collateral hereto not expressed herein. This Agreement may be varied only by an instrument in writing signed by all the parties hereto.

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IN WITNESS WHEREOF, this Agreement is hereby agreed to and accepted effective as of the date first written above. PRODUCER Signature: _________________________

Print Name: _______________________

EIN/SS #: ______________________

Date: ______________________

NBC SPORTS NETWORK, L.P. Signature: ___________________________ Name: Title:

Date: __________________________

EXHIBIT A

NETWORK TECHNICAL SPECIFICATIONS

These specifications constitute only a brief summary of Network’s full technical specifications which are available at ftp://prog_guest:Versus06@xfer.versus.com, or in hard copy if requested. It is the responsibility of the Licensor and Licensor’s staff to familiarize themselves with the full specifications in the Technical Guide. 1. MATERIAL AND DELIVERY INSTRUCTIONS:

a. For purposes of this Agreement, the term “Master” shall be defined as a print of good broadcast quality as defined by Network in its sole and absolute business judgment and discretion.

b. It is understood and agreed that timely delivery of the Master is of the essence of this Agreement

and failure to deliver all Masters to Network ten (10) days prior to air date shall constitute a material default by Licensor. In the event of any such default, in addition to any other rights or remedies which it may have, Network shall have the right to terminate this Agreement in accordance with Paragraph 13 of the Standard Terms and Conditions. Should Licensor require delivery to occur less than ten (10) days prior to the air date, Licensor shall be required to notify Network and obtain Network’s prior written approval, at Network’s sole discretion.

c. All Programs are subject to a Quality Control (“QC”) screening by Network. All QC’d Programs

will receive a screening report from Network’s Production Services Department. This report may include items that need to be corrected in order for the Program to make air. It may also include recommendations to be incorporated into new episodes to bring the show in line with Network’s house style and production standards. All Programs could potentially need corrections prior to being approved for air due to irregularities in technical specifications or production considerations, and Licensor is required to make these corrections.

d. Licensor understands that shows must be submitted a minimum of ten (10) days prior to air to

allow time for delays of outside production parties, unforeseen shipping delays, Network’s Quality Control review and potential corrections. It is the Licensor’s responsibility to have a system in place to make corrections to the Programs should Network determine in the QC screening that the

6

Program is not of good broadcast quality. However, network will make reasonable efforts to provide Licensor with adequate time to make any necessary corrections.

2. PROGRAM DELIVERY:

a. Network broadcasts out of a dedicated HD Master Control Room. Licensor does not need to

submit shows in both SD and HD format. b. It is Network’s preference that Masters be delivered in HD CAM NTSC with Drop Frame

timecode Dolby Noise Reduction "Off". All graphics and graphics elements (animated front ends, billboards, etc.) on HD shows must fall within 4:3 title safe. A Licensor who originates in SD may still submit SD NTSC Masters with drop frame timecode. SD shows will be “up-res’d” by Network to broadcast on the HD network with pillars/columns.

c. Original HD programs air on NBC SPORTS NETWORK SD network as a 4:3 center-cut. d. Unless otherwise directed by Network in writing, delivery of all Masters and other materials as

required hereunder shall be made by common carrier or by mail to:

NBC Sports Network On-Air Library Re: Air Master 208 Harbor Drive, 4th Floor Stamford, CT 06902

2. PROGRAM MATERIALS: No later than ten (10) days prior to air, unless otherwise specified

by prior agreement, Licensor shall deliver the following to Network: a. If Licensor delivers in HD:

1 x HD MASTER: one (1) HD Cam VIDEOTAPE of each Program with graphics and closed captioning. All graphics /graphic elements (animated front ends, billboards, etc.) on HD shows must fall inside 4:3 title safe.) Audio channel delegations shall be:

Channel 1 – Stereo Left; Channel 2 – Stereo Right; Channel 3 – Mono “Mix Minus” (Full Mix of all elements except for announce, includes natural sound, sound on tape and music); Channel 4 – Announce Only if available, if not, then full mono mix.

1 x HD BACK-UP one (1) dub of the HD master

1 x TEXTLESS HD MASTER: one (1) New HD Cam VIDEOTAPE without graphics. Audio channel delegations shall be:

Channel 1 – Stereo Left; Channel 2 – Stereo Right; Channel 3 – Mono “Mix Minus” (Full Mix of all elements except for announce, includes natural sound, sound on tape and music); Channel 4 – Music free (all elements except music).

NBC SPORTS NETWORK’ HD format is 16x9, 1080i, 59.94 frame rate. All graphics

within 4:3 title safe.

b. INTERNATIONAL MASTERS: In addition, for international deliveries, one Master should be included in the

requisite HD or SD format as follows: One (1) new Digi Beta Masteror HD CAM as appropriate for each Program without graphics. Audio channel delegations shall be:

Channel 1 – Voice Over, Interviews Channel 2 – Natural Sound and Sound on Tape, non-interview Sound on Tape Channel 3 – Stereo Elements Left Channel 4 – Stereo Elements Right

c. MUSIC CUE SHEET: Licensor shall deliver a cue sheet setting forth the title, running time, composer, publisher and performing right society with respect to each Program.

d. PROGRAM DESCRIPTION: In addition, upon Network’s request, Licensor shall

deliver, reasonably in advance of the Delivery Date of each Program, a description of the respective Program via e-mail or on computer diskette in advance of Program delivery in electronic form either via email or via regular or overnight mail on disc at the address set forth above.

e. All Texted/Dirty Program Masters shall be delivered with CLOSED CAPTIONING and

SCRIPTS (All scripts must be formatted to Network specifications. Scripts shall be delivered no later than the delivery date of the applicable Program(s) in electronic form on a disc either via email or via overnight mail.

f. Program Content Format: The Program Master shall have a total program content of the

time set forth in the Agreement. Network will provide Licensor with a model format for editing, a graphics disk and a manual for use by Licensor to conform with Network’s standard graphics format. The Program will be divided into a specified number of segments separated by a specified number of internal commercial breaks.

3. NEW MEDIA SEGMENT MATERIALS:

a. Licensor shall deliver: i. One (1) new Digital Beta Domestic MASTER VIDEOTAPE of each Program

with graphics conforming to NTSC standards in Drop Frame time code with Dolby Noise Reduction "Off".

ii. Audio channel delegations shall be: 1. Channel 1– Stereo Left 2. Channel 2 – Stereo Right 3. Channel 3 – Mono “Mix Minus” – (Full Mix of all elements includes

announce natural sound, sound on tape Minus music) 4. Channel 4 – Mono “Mix Minus” – (Full Mix of all elements includes

announce natural sound, sound on tape Minus music).

b. If Licensor is required to deliver High Definition versions of the New Media Segment then Licensor shall Deliver:

i. One (1) new HIGH DEFINITION MASTER HD Cam of each Program with graphics.

ii. The Aspect Ratio and High Definition Format for all Network HD is 16x9 iii. 1080i Audio channel delegations shall be:

1. Channel 1– Stereo Left 2. Channel 2 – Stereo Right 3. Channel 3 – Mono “Mix Minus” – (Full Mix of all elements includes

announce natural sound, sound on tape Minus music) 4. Channel 4 – Mono “Mix Minus” – (Full Mix of all elements includes

announce natural sound, sound on tape Minus music). iv. Original HD programs are to be down converted to an SDI version for standard

network use, and should be 4:3 "Center Cut" format. c. A music cue sheet setting forth the title, running time, composer, publisher and

performing right society with respect to each New Media Segment. d. In addition, upon Network’s request, Licensor shall deliver, reasonably in advance of the

Delivery Date of each New Media Segment, a description of the respective New Media Segment via e-mail or on computer diskette in advance of Program delivery in electronic form on disc either via email or via regular or overnight mail.

e. All New Media Segment Masters shall be delivered with CLOSED CAPTIONING.

f. Unless otherwise directed by Network in writing, delivery of all Masters and other

materials as required hereunder shall be made by common carrier or by mail to the address set forth above.

4. DEFECTIVE MASTERS: Network shall examine the Master within upon receipt to determine if

the Master complies with all applicable Network standards. If, in Network's sole and absolute business judgment and discretion, the Master does not comply with such standards in any respect Network shall so notify Licensor and Licensor shall provide Network with an acceptable substitute Master, at Licensor's expense and in accordance with Paragraph 2 of the Standard Terms and Conditions. Network may make such copies of the Master as required to exercise its rights hereunder.

5. DELIVERY COSTS: Licensor shall be responsible for all costs associated with the creation,

manufacture and delivery to Network of the Masters and all materials required hereunder, including, without limitation, shipping and forwarding charges, and insurance.

COMMERCIAL INSTRUCTIONS All commercial instructions must be received at least 5 working days prior to air. Instructions must include: Client, ISCI Code, Length, Air Dates. Instructions must be directed to: Contact: Telephone: Email:

Leanne Prevelige 212.413.5346 leanne.prevelige@nbcuni.com

Gordon Styer 212.413.5404 gordon.styer@nbcuni.com

Lindsay Maiello 212.413.6324 lindsay.maiello@nbcuni.com

Email: @NBCUni NBCSN Cable Commercial Instructions Fax: 212.413.5428 Commercial instructions must be sent simultaneously under separate cover. Do NOT include with tapes.

Effective Feb 13, 2012 – All commercial tapes must be received at least 5 working days prior to air. They must be directed to:

NBCUniversal Media Operations Center 900 Sylvan Avenue

Englewood Cliffs, New Jersey 07632 (201) 735-2700

Advertisers that will have spots airing in IndyCar programming: email and EPS logo for dark backgrounds of your brand to VERSUS Marketing Solutions Group (contact info below). Logo will accompany the spot during a Non-Stop commercial break

COMMERCIAL CLEARANCE

Advertising standards must review and approve ONLY commercials in the following 3 sensitive categories before they can air:

a. Issues of public controversy b. Gambling and casino advertising c. Nutritional supplements and weight loss advertising

All commercials promoting programs on other cable or broadcast networks also If you commercial falls within these 3 categories, prior to production, please forward script and storyboard to Jennifer Reilly at 30 Rockefeller Center, Room 1142E-5, New York, NY 10112. When pre-production has concluded, the finished commercial must be submitted for final clearance in the following format: DVD or electronic file or via MediaVu, slated with the ISCI/ Ad-ID, commercial title, and length, product and client, along with an as-produced script and submission sheet. All commercials promoting programs on other cable or broadcast networks must be submitted in advance for approval. Please send link to electronic file to: Trudy Ginsburg trudy.ginsburg@nbcuni.com

Changes of commercial copy within a current flight will be accommodated as soon as operations permit. NBCSports Network will not guarantee changes within 48 hours of airdate, but will make every attempt to meet the requested date. Verbal instructions of changes will be accepted no later than 48 hours prior to airdate. By submitting verbal instructions or changes, clients waive the right to object to the results, including errors, thereof Commercial tapes will be held for 45 days after the last flight date, after which time they will be destroyed. Tapes will not be returned BILLBOARDS Logo as an EPS (Preferred), PSD, AI, TARGA file (HD only). Billboard audio copy must be no more than five seconds in length. NBC Sports Network uses the terminology "brought to you by." This is not inclusive of the five seconds. Audio copy in excess of five seconds will not air. Billboard creative materials should be coded with identification numbers or ISCI codes and received by NBC Sports Network 15 working days before airdate. Animated billboards are accepted; email the group below for format instructions. All billboard materials and copy should be directed to NBC Sports Network Marketing Solutions Group. chris.dicocco@nbcuni.com – nicole.ivanoff@nbcuni.com

HD & SD Electronic Commercial Delivery:

The NBCSports Network strongly encourages all suppliers utilize electronic delivery to ensure the most timely and accurate commercial processing. NBCSports Network has an infrastructure in place to leverage the latest advances in HD & SD electronic delivery. Comcast Ad Delivery & Javelin DG: NBCSports Network’s recommended delivery method is via digital distribution; our preferred electronic delivery vendor is DG and our delivery information is:

DG HD Code SD Code

Versus VSHD-CN (HD). VSTV-CN

(SD)

Phone: 800.324.5672 Web: www.DGIT.com Email: sales@dgfastchannel.com

Extreme Reach: The Network also accepts digitally delivered content via Extreme Reach.

Phone: 877.769.9382

Web: www.extremereach.com Email: support@extremereach.com For commercial copy instructions & guidelines: HTTP://NBCUNI.FORCE.COM/COMMOPS NBCSports Network prefers digital / file based delivery of commercial content SD Commercial ISCI Codes cannot end in the letter “H” SD Commercials must be delivered on Sony Digital BetaCam Multi-Reels are not accepted – one commercial per reel HD Commercials are accepted digitally or on HDCAM SR & must be accompanied by an SD

version. HD Commercials must have “H” on suffix i.e., ABCD1234H and SD ABCD1234

HD Specifications:

Versus is requiring all HD content that is delivered as center cut safe until further notice. All graphics, text and frame composition elements shall be within the 4:3 aperture within the 16 X 9 frame. See page 6 of this document for an illustration of a 16:9 monitor showing the center cut safe area captioned as “NTSC (4:3) 1.33”.

1.0) VIDEO: • The video signal shall consist of 1125-line, 1.78 (16:9) aspect ratio, 59.94 fields or 29.97 frames per second conforming to SMPTE 274M, SMPTE 260M and related documents • Video sampling format shall be 4:2:2. • Content should be preceded by slate and bars and tone • White levels luminance should not exceed 100 IRE when set to reference color bars • Black levels (setup) should not go below 0 IRE (digital Y Cb Cr) when set to reference color bars • The active video structure shall be 1080 lines vertical and 1920 pixels horizontal, conforming to the structure provided by the HDCAM-SR tape format. • Content should fill the full 16:9 aspect ratio of the HDTV format • “Letterbox" or "pillar-box" composition should not be used without prior approval by NBC • All Material must use SMTE “Drop-Frame” time code • VITC & LTC time code must be provided on all longform assets, read the same time and be continuous and ascending

2.0) AUDIO:

• Suppliers are encouraged to review the Advanced Television Systems Committee’s (ATSC) Recommended Practice, A/85: “Techniques for Establishing and Maintaining Audio Loudness for Digital Television” for specific information on creating, measuring and distributing audio for DTV. See http://www.atsc.org/cms/standards/a_85-2009.pdf

• Content providers are encouraged to mix and supply discrete 5.1 channel soundtracks when possible in lieu of stereo and matrix encoded LT RT 2-channel soundtracks. NBC Network

Extreme Reach NBC Sports Network

Television’s audio distribution system reproduces 2-channel soundtracks on the front left, front right channels only of 5.1 consumer home theaters. Consumer stereo and mono reproduction operates with any soundtrack format

• Programs Providers (long form content): provide a measured AVERAGE of –24 LKFS* (+/-2 dB) dialog loudness for the soundtrack. Use an ITU-R.BS.1770 based broadcast loudness meter for measurement. Minor variation of +/- 2dB about the –24 LKFS loudness average is anticipated and acceptable.

• Commercial Providers (short form content): provide a measured AVERAGE of –24 LKFS* (+/-2 dB) global loudness (all soundtrack elements, not only dialog) for the soundtrack. Use an ITU-R.BS.1770 based broadcast loudness meter for measurement. Minor variation of +/- 2dB about the –24 LKFS loudness average is anticipated and acceptable. Commercial and promo suppliers note effective immediately: content not conforming to NBCUniversal’s –24LKFS average loudness specification will be loudness normalized to meet this requirement. This process shifts average loudness to –24LKFS with no impact to dynamic range. Content delivered softer than NBCUniversal’s –24LKFS average loudness specification will be loudness normalized to a maximum of –24LKFS/-2 peak. Delivered peak level of soft content may restrict normalization up to the –24LKFS target.

• A tight tolerance surrounding the –24LKFS average is especially critical at the start and end of content or segments to establish smooth program to commercial transitions

• Average soundtrack loudness of –24 LKFS, matching the NBCUniversal’s default dialog level metadata is critical for proper operation of the dynamic range control system used for ATSC AC-3 audio.

• Dialogue intelligibility is extremely important and is to be established and maintained for the duration of the content

HD Specifications: • Use of a low frequency enhancement channel (LFE) is encouraged when considered appropriate

by the sound designer. Some portion of the LFE signal should be mixed into the left and right channels to maintain the appropriate presence of this signal for 5.1 to two-channel down mixing for non-5.1 audience playback systems

• Peak limiting of 5.1 channel soundtracks: NBCUniversal requires peak limiting of –2 dBFS for the derived ATSC 2-channel down mix of all 5.1 soundtracks. To do so, peaks of the 5.1 channel soundtrack must be managed correctly to meet this requirement for the 2-channel version of the soundtrack created during broadcast of the 5.1 soundtrack.

• Peak Limiting of 2-channel only soundtracks: Limit to –2 dBFS

*LKFS: denotes a loudness measurement conforming to ITU-R BS.1770 loudness algorithm

2.1) ADDITIONAL AUDIO INFORMATION • All audio tracks shall be time-aligned to video (+/- 1 millisecond) at the audio and video outputs of the

DVTR. • Content will not be accepted with Dolby Digital or Dolby E soundtracks • No audio encoding format is to be used that is not specified in this document

2.2) General Audio Specifications • Tone Reference level: –20 dBFS (Corresponding to –20 dBFS = +4 dBU analog. • 0 dBFS = +24 dBU analog. (Reference: SMPTE RP-155). All 0 vu analog references pertain to +4

dBU and –20 dBFS if a corresponding digital scale is used. • Digital audio format shall be: AES-3, 48kHz sampling

2.3) 5.1 Channel Soundtracks

• The following audio formats apply for a 5.1 channel discrete soundtrack the following channel order shall apply:

5.1 Channel Soundtracks

Channel Assignment Ch 1 Left

Ch 2 Right

Ch 3 Center

Ch 4 LFE

Ch 5 LS

Ch 6 RS

Ch 7 & 8Mono Alternate Language - OR - Mono Audio Descript ion (if ordered by NBCUniversal) or, if neither, supply a mono version of main soundtrack -24lkfs loudness, -2peak

Ch 9 LT (Pro Logic-II or Pro Logic) or LO or stereo

Ch 10 RT (PL-II or PL) RO or stereo

Ch 11 left music/effects (if ordered by NBCUniversal or silence if not)

Ch 12 right music/effects (if ordered by NBCUniversal or silence if not)

HD Specifications:

2.4) 5.1 Channel SOUNDTRACKS MUST BE ACCOMPANIED BY A 2-CHANNEL VERSION: For 5.1 channel soundtracks as above, the following additional audio formats apply in this order of NBC preference:

• VTR PCM Audio tracks 9 and 10 must contain one of the following: • 2 channel PCM/AES Dolby Pro Logic II matrix encoded soundtrack • 2 channel PCM/AES Dolby Pro Logic matrix encoded soundtrack • 2 channel stereo soundtrack • 2 channel dual mono soundtrack • This soundtrack shall be dynamically limited not to exceed –2 dBFS • Recording of one of the above PCM soundtracks on channels 9 and 10 MUST BE in

addition to the 5.1 soundtrack recorded on channels 1-6 of the HDCAM-SR tape. 2.5) 2-Channel ONLY Soundtracks If a 5.1 soundtrack is not provided, the following audio formats apply in this order of NBC preference:

1. Provide a 2 channel PCM/AES Dolby Pro Logic II matrix encoded soundtrack (stereo compatible) on PCM Ch 1 and 2

2. Provide a 2 channel PCM/AES Dolby Pro Logic matrix encoded soundtrack on PCM Ch 1 and 2

3. Provide a stereo soundtrack on PCM Ch 1 and 2 4. Provide a dual mono soundtrack on PCM Ch 1 and 2 5. For mono audio content, the same audio material shall appear in phase and of equal level on PCM

Ch 1 and 2

Please Note: In all cases for 2-channel soundtracks as above tracks 3 thru 6 must be silent as follows:

2 Channel Stereo Soundtracks

Channel Assignment Ch 1 Left (Left if Stereo)

Ch 2 Right (Right if Stereo)

Ch 3, 4 , 5, 6 Silent

Ch 7 & 8 Mono Alternate Language - OR - Mono Audio Descript ion (if ordered ny NBCUniversal) or, if neither, supply a mono version of main soundtrack -24lkfs loudness, -2peak

Ch 9 LT (Pro Logic-II or Pro Logic) or LO or stereo repeat of Ch 1

Ch 10 RT (PL-II or PL) RO or stereo or repeat of Ch 2

Ch 11 left music/effects (if ordered by NBCUniversal or silence if not

Ch 12 right music/effects (if ordered by NBCUniversal or silence if not)

The soundtrack shall be dynamically limited to –2 dBFS.

HD Specifications:

3.0) General Guidelines for recorded material: • HD Commercial providers must provide an SD copy of each commercial using an identical ISCI code

without the “H” designation • There shall be a single set of one minute of color bars and reference level –20dBFS 1KHz. tone on

channels 1-6 and 9-10 for 5.1 soundtracks and on channels 1-2 and 9-10 for 2-channel soundtracks at the head of each tape. All other channels during bars and tone are to be silent. Bars and tone must accurately represent the characteristics of the recorded material. This is to be followed by the slate information before the start of content.

• There shall be continuous 48 kHz silent audio signal on all channels during the slate and continuing to the

start of the content. Suppliers are not to “punch-in” soundtracks at the start of content audio. . • All material must use SMPTE "drop-frame" time code. • All copies of a single show shall have the same time code. • VITC and LTC time code recorded on the tape shall read the same time and be continuous and ascending. • Time code user bit data must not fall into the range of 81808093 FF808093. A setting of “0” is

preferable for all time code user bits. • No CGMS (Copy Generation Management System) data of any format shall be inserted into either HD or

SD copies. Particularly, CGMS-A data must not be included in EIA/CEA-608 data. • Content shall begin at 01:00:00:00. Long form programs delivered on multiple tapes shall use different

time code for each part starting on the next whole hour, E.G.: 2:00:00:00, 3:00:00:00 (but not 00 or 23 hours).

• Closed Caption encoding shall be carried as EIA/CEA-608 data in accordance with EIA/CEA 708 (Digital

Television Closed Captioning) and SMPTE 334M. Closed Captioning data shall be encoded on to HD-SDI VANC line 9

The tape shall be formatted as follows: .

Start of Tape Black

Bars and Tone Black Slate Black

Start of Content Black

Program Cont.

: 10 : 60 : 10 : 10 : 10 : 10

HD Specifications:

SAFE TITLE, SAFE ACTION AREA SMPTE Recommended Practices take into account the average receiver masking of a television picture. Although modern receivers mask less picture than older receivers, NBC's practices provide a wide-screen interpretation of SMPTE RP 27.3. SMPTE RP 27.3 is based on 90% of the active area for safe action and 80% of the active area for safe titles.

TC =

HD Titles MUST BE contained in the space shown above to ensure LEGIBILITY after Center Cut Down Conversion to SD

CENTER CUT SAFE AREA (4:3, 1.33)

NBC SPORTS NETWORK: HDTV Delivery: Quick Reference

1.0) VIDEO: • 1125-line, 1.78 (16:9) aspect ratio, 59.94 fields or 29.97 frames per second • Sampling format: 4:2:2. See main specification for acquisition requirements • 1080 lines vertical and 1920 pixels horizontal • Fill the full 16:9 aspect ratio of the HDTV format;, NBC encourages material be compose and

delivered “center cut safe” • “Letterbox" or “pillar Box” composition should not be used without prior approval by NorthWest • All Material must use SMTE “Drop-Frame” time code • VITC & LTC time code must be provided on all longform assets, read the same time and be

continuous and ascending.

2.0) AUDIO: 5.1 Channel Soundtracks:

5.1 Channel Soundtracks Channel Assignment

Ch 1 Left

Ch 2 Right

Ch 3 Center

Ch 4 LFE

Ch 5 LS

Ch 6 RS

Ch 7 & 8Mono Alternate Language - OR - Mono Audio Descript ion (if ordered by NBCUniversal) or, if neither, supply a mono version of main soundtrack -24lkfs loudness, -2peak

Ch 9 LT (Pro Logic-II or Pro Logic) or LO or stereo

Ch 10 RT (PL-II or PL) RO or stereo

Ch 11 left music/effects (if ordered by NBCUniversal or silence if not)

Ch 12 right music/effects (if ordered by NBCUniversal or silence if not) • Note: 5.1 suppliers: the 2-channel soundtrack you may deliver is not transmitted to the

audience. It is for archive/protection purposes only.

• Mix Engineers: provide –24 LKFS (+/-2dB) average dialog loudness for the long-form or global loudness for the short-form soundtrack.

• Peak limiting of 5.1 channel soundtracks: NBCUNIVERSAL requires peak limiting of –

2 dBFS for the derived ATSC 2-channel down mix of all 5.1 soundtracks.

• Content not conforming to NBCUNIVERSAL’s –24LKFS average loudness specification will be loudness normalized by NBCUniversal to meet this requirement. This process shifts average loudness to –24LKFS with no impact to dynamic range.

• Peak Limiting of 2- channel only soundtracks: Limit to -2dBFS

NBCSports Network: HDTV Delivery: Quick Reference

2.1) 2-Channel ONLY Soundtracks: 2 Channel Stereo Soundtracks

Channel Assignment Ch 1 Left (Left if Stereo) Ch 2 Right (Right if Stereo)

Ch 3, 4, 5, 6 Silent

Ch 7 & 8 Mono Alternate Language - OR - Mono Audio Description (if ordered by NBCUniversal) or, if neither, supply a mono version of main soundtrack -24lkfs loudness, -2peak

Ch 9 LT (Pro Logic-II or Pro Logic) or LO or stereo repeat of Ch 1 Ch 10 RT (PL-II or PL) RO or stereo or repeat of Ch 2 Ch 11 left music/effects (if ordered by NBCUniversal or silence if not Ch 12 right music/effects (if ordered by NBCUniversal or silence if not)

The soundtrack shall be dynamically limited to –2 dBFS.

3.0) Electronically Delivered Commercials:

NBCSports Network strongly encourages all suppliers to utilize electronic delivery to ensure the most timely and accurate commercial processing.

DG: Customer Service Support 1.800.324.5672 or Email: Sales@DGIT.com

Extreme Reach: Customer Support 1.877.769.9382 or Email: support@extremereach.com

General Parameters Primary Method: Secondary Method: Container: MOV - QuickTime MOV - QuickTime Encoding Library Apple QuickTime Apple QuickTime

SD Video Track Parameters Primary Method: Secondary Method:

Format: MPEG IMX 525/60 (30 Mb/s)

DV (NTSC)

Frame Rate (fps): 29.97 29.97 Bitrate mode: Constant Constant Width (Pixel #): 720 720 Height (Pixel #): 512 480

Technical Specification for Digital File Delivery:

For Commercial Copy Instructions & Guidelines go to: HTTP://NBCUNI.FORCE.COM/COMMOPS

Pixel Aspect Ratio: 10:11 10:11 Chroma subsampling format: YUV422p YUV411p TV Standard NTSC NTSC Interlacing: Interlaced - Top Field First Interlaced

Audio Track Parameters Primary Method: Secondary Method: Format: Uncompressed PCM Uncompressed PCM Details: 24-bit, little endian, signed linear PCM Bitrate: 768 Kbps 2 304Kbps Bitrate mode: Constant Constant Resolution: 16 bits 24 bits Rate: 48.0 KHz 48.0 KHz Channels: Mono / Stereo Mono / Stereo

EXHIBIT B 1. Producer: Embassy Row 2. Title of Program: “EPL Clip Show” 3. Description of Program: Producer will deliver four (4) one (1) hour programs which shall may feature

experts and entertainers discussing the English Premier League. 4. Delivery Date of Episodes: Producer will deliver the EPL Clip Shows at a future date which shall be

mutually agreed upon by both Network and Producer. Network shall own all right, title, and interest in and to the Program, including, but not limited to, any and all copyright interests.

5 Production Fees: Total cost of the Programs shall be Four Hundred Seventy Seven Thousand Three

Hundred Sixty Nine Dollars ($477,369) (One Hundred Nineteen Thousand Three Hundred Forty Two Dollars ($119,342) per episode).

6. Production Fees: Total cost of the Programs shall Four Hundred Seventy Seven Thousand Three Hundred Sixty Nine Dollars ($477,369) (One Hundred Nineteen Thousand Three Hundred Forty Two Dollars ($119,342) per episode).

Producer shall be responsible for any fee(s) related to full delivery and any clearances that may arise (as per the budget) with the exception of clip clearances and all other materials provided to Producer by Network (e.g., EPL footage, etc.).

Subject to a mutually approved cash flow schedule, Aall payments shall be due within thirty (30) days of receipt of invoice from PRODUCER to Network. and are contingent upon PRODUCER's strict compliance with and fulfillment of all terms and conditions of the Agreement. Please add: Credits: EP credit for Michael Davies, single card Production Co. logo credit for Embassy Row Tied to derivatives

Formatted: Indent: Left: 0", Hanging: 0.5"

Formatted: Underline

Formatted: No bullets or numbering

Formatted: Underline

1

Zechowy, Linda

From: Calabrese, KateSent: Tuesday, April 23, 2013 10:53 AMTo: Luehrs, Dawn; Zechowy, LindaCc: Clausen, JanelSubject: NBC Sports Network // EPL clip show // Embassy Row

No E&O required….thanks.

____________________________________________________________________________

Kate Calabrese | Risk Management | SONY PICTURES ENTERTAINMENT INC.

(310.244.4227 | 7310.244.6111 | * kate_calabrese@spe.sony.com

From: Zechowy, Linda Sent: Monday, April 22, 2013 3:36 PM To: Luehrs, Dawn; Chen, Ruth Cc: Clausen, Janel; Calabrese, Kate; Barnes, Britianey; Allen, Louise Subject: RE: NBC Sports Network // EPL clip show // Embassy Row

Hi Ruth,

Attached please find the PSA with Risk Management’s comments in Sections 6 and 12.

Once finalized, we will issue the certificate of insurance.

If you have any questions or comments about this, please don’t hesitate to contact us.

Best,

2

Linda Zechowy

Risk Management

Direct Line: 310-244-3295

Fax: 310-244-6111

From: Luehrs, Dawn Sent: Thursday, April 18, 2013 11:44 AM To: Chen, Ruth Cc: Clausen, Janel; Zechowy, Linda; Calabrese, Kate; Barnes, Britianey; Allen, Louise Subject: RE: NBC Sports Network // EPL clip show // Embassy Row

Yes – we will get it done

Dawn Luehrs

Director, Risk Management Production

(310) 244-4230 - Direct Line

(310) 244-6111 - Fax

From: Chen, Ruth Sent: Wednesday, April 17, 2013 11:54 AM To: Luehrs, Dawn Cc: Clausen, Janel; Zechowy, Linda; Calabrese, Kate; Barnes, Britianey; Allen, Louise Subject: RE: NBC Sports Network // EPL clip show // Embassy Row

Is end of this week OK?

From: Luehrs, Dawn Sent: Wednesday, April 17, 2013 11:52 AM To: Chen, Ruth

3

Cc: Clausen, Janel; Zechowy, Linda; Calabrese, Kate; Barnes, Britianey; Allen, Louise Subject: FW: NBC Sports Network // EPL clip show // Embassy Row

When do you need this?

Fyi – adding Louise Allen to the distribution.

…….d

Dawn Luehrs

Director, Risk Management Production

(310) 244-4230 - Direct Line

(310) 244-6111 - Fax

From: Chen, Ruth Sent: Wednesday, April 17, 2013 11:32 AM To: Luehrs, Dawn; Clausen, Janel; Calabrese, Kate; Barnes, Britianey Cc: Taylor, Eva Subject: NBC Sports Network // EPL clip show // Embassy Row

Hi ladies,

We are producing clip episodes of the English Premier League for the newly established NBC Sports Network. Attached is the PSA they’ve sent over which includes various insurance requirements which I would appreciate your input.

Thanks in advance,

Ruth