Exhibit 10.6
PRODUCTION AGREEMENT
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This Production Agreement ("Agreement") is made this 1st day of September,
1995, by and between Jones Education Networks, Inc., a Colorado corporation
("JEN"), and The Chronicle Publishing Company ("Producer").
RECITALS
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A. JEN, through its subsidiaries and affiliates, including Jones Computer
Network, Inc. ("JCN") and Mind Extension University, Inc. ("ME/U"), makes
available for distribution to cable television system operators and others
certain programming.
B. JEN desires to engage Producer to produce a television series entitled
New Media News (the "Series"), and Producer is willing to produce the Series for
JEN, all on the terms and conditions set forth in this Agreement.
AGREEMENTS
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NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
and covenants contained herein, the parties hereby agree as follows:
1. Description of the Series. The Series shall have a focus and content
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substantially as described on Exhibit A hereto. For purposes of this Agreement,
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a "season" of the Series shall consist of (i) 26 weeks of original episodes
(three episodes per week, 23 minutes of content per episode), and (iii) 13 weeks
of Repurposed Episodes (three episodes per week, 23 minutes of content per
episode). "Repurposed Episodes" means episodes consisting of remixed packages
from the current season's production, together with new wraps for the remixed
packages. A" package" means a complete news report of approximately one to four
minutes in length. Producer shall incorporate no fewer than eight new packages
consisting of original material into each season's Repurposed Episodes.
2. Producer's Services. Producer shall be solely responsible for the
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production and timely delivery of the Series, subject to the consulting and
approval rights of JEN as provided in this Agreement. In this regard,
Producer's services shall include the following:
(a) creating all scripts and programming content;
(b) employing and supervising the production staff, technical crew,
"on-air" talent and other personnel required for the production of the Series;
(c) furnishing all studio facilities, technical equipment and personnel
necessary to produce a Series of a quality acceptable for a first-class U.S.
cable network;
(d) obtaining all necessary rights, clearances, releases and licenses
(including but not limited to those required from performers, musicians,
writers, directors, and other personnel, and copyright owners and other
suppliers of copyrighted elements), in accordance with applicable laws and
regulations, union or guild requirements and contractual requirements, to
exploit the Series in the United States in all traditional television formats
(including but not limited to free, pay, cable and subscription);
(e) using all reasonable efforts (i) to obtain all necessary rights,
clearances, releases, and licenses for distribution of the Series in
nontheatrical home video media and interactive multimedia formats, as well as
other media, throughout the world, provided that JEN agrees and acknowledges
that if Producer is unable to secure any such rights and clearances then JEN
shall have the obligation of securing such rights and clearances prior to any
distribution or exploitation, and (ii) in any event, to minimize JEN's financial
exposure with respect to obtaining such rights and clearances; and
(f) delivering the Series on a timely basis in accordance with the terms
and specifications set forth in this Agreement.
3. Production Responsibilities.
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(a) JEN shall have the right of approval during all phases of the
production process for the Pilot. JEN acknowledges that as of the date of this
Agreement, the Pilot has been delivered and approved by JEN. JEN shall in
addition have the right of approval with respect to the graphics package
incorporated into the Series, major on-screen talent roles, and the general
concepts of the episode themes of the Series. The parties anticipate that
during the production of the Series episodes, JEN shall have comments and
suggestions for future episodes based on JEN's viewing of completed episodes.
JEN shall have the right to request changes or modificaitons to the Series
resulting from such viewings, which changes or modifications shall be subject to
subparagraph (c) below.
(b) JEN shall exercise its approval rights in a manner that is consistent
with the budget for the Series. The parties agree and acknowledge that the
Series shall be produced in accordance with the specification set out in
Exhibit A,
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and generally up to the standard established in the Pilot. JEN shall not
unreasonably withhold or delay any approvals under this Agreement. Failure by
JEN to give either its approval or disapproval within five business days after
submission by Producer shall be deemed an approval of the submission. Once JEN
has rendered a specific approval (or once an approval has been deemed given),
the approval may not be withdrawn, except to the extent that Producer so agrees
in writing. Producer may condition its agreement on payment by JEN of all costs
and expenses resulting from the withdrawal of such approval. At JEN's option
and expense, JEN may have up to two representatives during production at
Producer's facilities, provided that any such representatives comply with
Producer's policies and rules with respect to safety, confidentiality and the
like.
(c) If JEN requests changes or modifications to the Series, Producer shall
be obligated to implement such changes or modifications only on a prospective
basis. If JEN requests that Producer (i) produce episodes that exceed the
number and type specified in Section 1 of this Agreement, (ii) use a second
anchor in the production of the Series, or (iii) make material changes with
respect to the styles, content, or format of the episodes that significantly
impact the specifications and budget for the Series, then Producer shall provide
JEN with a good faith estimate of the additional payments required with respect
to the implementation of the request. If JEN decides to proceed with
implementation of the request, JEN shall so notify Producer in writing.
Notwithstanding anything to the contrary in this Agreement, Producer
acknowledges and agrees that Producer shall be fully responsible for the
implementation of any changes required to correct mistakes or otherwise
materially deficient performance by Producer.
(c) All persons rendering services in the production of the Series shall be
employees of Producer (or independent contractors furnishing services or
products of others), and JEN shall have no responsibility or obligations as a
employer of such persons. All agreements pursuant to which Producer employs or
engages personnel or acquires product shall contain provisions assigning all
copyright interests to Producer. Producer shall obtain and keep in force
workmen's compensation, disability and errors and omissions blanket insurance
with rates, limits and deductibles standard in the U.S. television industry
covering such persons and shall be responsible for all withholding taxes, other
taxes, contributions to Social Security and any other deductions and
contributions that may be required by any applicable law or agreement. Producer
shall hold JEN harmless from and indemnify JEN against any claims made or
expenses incurred (including reasonable attorneys' fees and costs) in connection
with any such obligations, taxes, deductions or contributions.
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4. Delivery Materials. Delivery of the Pilot or an episode of the Series
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shall consist of delivery to JEN, shipping and insurance charges prepaid, of
each of the following items:
(a) two Betacam SP masters with separate music and effects tracks;
(b) a copy of the most recent script available to Producer;
(c) a written certification signed by an authorized representative of
Producer that all clearances, releases and licenses necessary to produce and
exploit the episode in accordance with Section 2(d) hereof have been secured;
(d) an assignment of rights substantially in the form of Exhibit B
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hereto (the "Assignment Form"); and
(e) a list of the companies appearing on each episode and customer
service or fulfillment telephone number, if any, for products appearing on the
episode; and
(f) a written description (no more than a paragraph in length) of the
content of each episode.
5. Delivery and Payment Schedule.
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(a) Producer shall deliver the three episodes for the first week of the
Series to JEN on or before September 7, 1995, and shall thereafter deliver to
JEN three additional episodes at the end of each seven-day period until 39 total
weeks of original and Repurposed Episodes have been delivered. Producer and JEN
shall jointly determine the delivery dates for the Repurposed Episodes;
provided, however, that if Producer and JEN are unable to agree on such delivery
dates, Producer shall deliver the episodes as follows: 13 weeks of original
episodes commencing September 7, 1995, followed by six weeks of Repurposed
Episodes, followed by 13 weeks of original episodes, followed by seven weeks of
Repurposed Episodes. Producer acknowledges that time is of the essence with
respect to the foregoing delivery obligations.
(b) Subject to the full performance by Producer of its material
obligations under this Agreement, JEN shall pay to Producer for the production
of the Series a flat fee of $986,000 (the "Production Fee"), payable by check or
wire transfer of immediately available funds to Producer as follows:
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(i) 25% of the Production Fee not later than five days after the
execution and delivery of this Agreement;
(ii) 25% of the Production Fee not later than 10 days after the receipt by
JEN of the materials identified in Section 4 of this Agreement for each episode
of the first 13 weeks of the Series;
(iii) 25% of the Production Fee not later than 10 days after the receipt
by JEN of the materials identified in Section 4 of this Agreement for each
episode of weeks 14 through 26 of the Series; and
(iv) 25% of the Production Fee not later than 10 days after the receipt by
JEN of the materials identified in Section 4 of this Agreement for each episode
of weeks 27 through 39 of the Series.
6. Rights in the Series; Credits.
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(a) Ownership of Rights. JEN shall be the sole and exclusive owner of
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all rights, including copyrights, throughout the world, in and to the Pilot and
each episode of the Series and, as such owner, shall have the sole and exclusive
right to distribute, exhibit, transmit, license, modify, repurpose and otherwise
exploit the Pilot and Series in all media, whether now known or hereafter
devised, throughout the world. Producer acknowledges and agrees that it is being
commissioned by JEN to render its services under this Agreement and, for
copyright purposes, JEN shall be deemed an employer of a work-made-for-hire and
the author of the Pilot and all episodes of the Series. Producer shall execute
and deliver the Assignment Form and such other assignments and instruments as
JEN may from time to time deem reasonably necessary or desirable to evidence,
maintain, exploit, enforce or defend its right and title in or to any such
material.
(b) Copyright Notice. Producer shall include after the credits in the
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Pilot and each episode of the Series the following proprietary legend:
(C) [year of first publication] JONES EDUCATION NETWORKS, INC.
ALL RIGHTS RESERVED
(c) JEN shall approve the final credits for the Pilot and each episode
of the Series. Each episode of the Series shall carry the following credits and
notices: (i) all credits as may be required by contracts with third parties
(e.g., performers, musicians, directors and copyright owners); (ii) a credit on
the first card end titles for Jon Clark as Executive-in-Charge of Productions
for JEN; (iii) a
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presentation credit on the last card on screen as follows, "A Jones Education
Networks, Inc. Presentation"; (iv) a credit for Producer; and (v) such other
notices as may be necessary to protect all elements of the Series.
7. Revenue Sharing.
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(a) As additional compensation for its services under this Agreement,
JEN shall remit to Producer the following percentages of the "Net Revenues" (as
defined below) received by JEN from license and syndication fees of the Series
to unaffiliated parties: 25% of the first $250,000 in Net Revenues; 35% of Net
Revenues between $250,001 and $350,000 in the aggregate, and 50% of Net Revenues
in excess of $350,000.
As used herein, "Net Revenues" shall mean all revenues actually received by JEN
from the license and syndication of the Series to unaffiliated parties, less (i)
out-of-pocket distribution, marketing and other costs incurred by JEN in
generating such revenues, including but not limited to manufacturing costs,
shipping and handling charges, interest costs, third party distribution fees,
guild and other clearance fees and marketing expenses, and (ii) $25,000 per
season in respect of JEN overhead. "Unaffiliated parties" shall mean all
persons or entities other than any entity controlling, controlled by or under
common control with JEN. "Control" shall be deemed to exist when a person or
entity has an equity interest of at least 10% in such other entity.
(b) JEN shall remit any revenues payable to Producer under this
Section 7 within 60 days of the end of the calendar quarter in which such
revenues were received by JEN.
8. Distribution by Producer.
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(a) Grant of Limited Rights. JEN hereby grants to Producer (i) the
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exclusive right to broadcast (i.e., over-the-air distribution) the Series (or
elements thereof) without charge on KRON-TV in the ADI(s) that include the
Cities of San Francisco, Oakland and San Jose, California and, upon notice to
JEN, on KAKE in the ADI that includes Wichita, Kansas, and on WOWT in the ADI
that includes Omaha, Nebraska, and (ii) the non-exclusive right to cablecast the
Series (or elements thereof) on Bay-TV without charge. JEN also grants Producer
the right to use and broadcast portions (but not the entirety) of any package,
alone or in connection with other works produced by or on behalf of, or in
collaboration with, Producer.
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(b) Limited Syndication Rights. JEN grants to Producer the limited
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right to offer the Series for syndication on a barter basis to the cable
regional news channels listed on Exhibit C to this Agreement (the "Regional News
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Channels"). Producer shall notify JEN of any proposed syndication agreement,
and JEN shall have a period of 10 business days to approve or disapprove, in its
sole discretion, the proposed agreement. If JEN has not communicated its
approval or disapproval with such 10-day period, JEN shall be deemed to have
approved the proposed agreement. Producer shall receive a 10% off-the-top
syndication commission from any revenues derived from Regional News Channel
syndication agreements obtained by Producer. Producer shall have no
distribution or syndication rights in the Series except as specifically set
forth in this Section 8(b). Notwithstanding the foregoing, Producer shall have
no obligation to syndicate the Series to the Regional News Channels and, if
Producer elects not to exercise its syndication rights hereunder, JEN shall be
entitled to exercise such rights, in its sole discretion (provided that, in such
event, Producer shall have no obligation to participate in the national barter
advertising inventory).
(c) Revenue Sharing From Syndication. Producer shall have the right
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to sell the barter inventory from any approved syndication agreement that it
obtains with a Regional News Channel for the initial year of the Series. For
the second and any subsequent year of the Series, JEN and Producer shall use
their best efforts to agree as to which party is best able to sell the barter
inventory. If the parties are unable to reach an agreement with respect to this
matter, then all such rights shall remain exclusively with JEN. The proceeds of
any sales of the barter inventory from syndication agreements with a Regional
News Channel, less any syndication commission to Producer, as provided in
subsection (b) above, shall be split by Producer and JEN on a 50/50 basis, after
deducting a 15% sales commission to the selling party.
9. Inspection of Records. During the term of this Agreement and for one
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year after termination or expiration of this Agreement, either party shall have
the right to inspect and audit the records of the other party relating to the
license or syndication of the Series, upon reasonable notice and during normal
business hours, in order to confirm compliance with the revenue sharing
provisions of this Agreement. The party whose records are being inspected shall
provide reasonable cooperation and assistance to the inspecting party. Any
inspection and audit under this Section 9 shall be at the inspecting party's
expense, unless the inspection and audit reveals an underpayment of 10% or more,
in which case the underpaying party shall immediately reimburse the inspecting
party for all reasonable costs of the inspection and audit, and remit the amount
of the underpayment together with simple
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interest at an annual rate of eight percent calculated from the original payment
due date.
10. Promotions and Publicity by Producer.
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(a) Producer shall air up to two, 30-second, JEN-created advertising
spots per day on Bay-TV for the promotion of JEN or any of its networks. The
spots made available to JEN shall be for promotion of JEN or one or more of its
cable networks. The provided spots shall rotate throughout the Bay-TV schedule.
Producer shall provide JEN with one spot for promotional purposes in the
national barter, but only to the extent that unsold inventory allows. Producer
shall also provide JEN with one spot within the Series as cablecast on Bay-TV
for promotion only as unsold inventory allows. Producer shall air the Series as
a regularly scheduled program on Bay-TV. In addition, if the Series is aired on
WOWT or KAKE, as permitted herein, then Producer shall provide JEN with one spot
within the Series as aired on such stations, for promotional purposes, but only
to the extent that unsold inventory allows.
(b) Producer shall include JEN in all of its publicity for the Series,
except with respect to local publicity that is so limited in size or duration as
to make it impractical to include JEN. JEN shall provide Producer with
customary publicity and press materials for this purpose. JEN shall have the
right to approve in advance (i) any material changes proposed by Producer to be
made to publicity materials supplied by JEN, (ii) all original publicity
materials created by Producer for the Series (except to the extent that such
materials have previously been approved by JEN), and (iii) all press releases
intended for a a national audience relating to the Series, except to the extent
that such press releases are comprised primarily of material previously approved
by or supplied by JEN.
11. Representations and Warranties.
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(a) Producer represents and warrants to JEN that (i) it is a duly
organized and validly existing corporation under the laws of California; (ii) it
has the requisite power and authority to enter into this Agreement and to fully
perform its obligations hereunder; and (iii) it is under no contractual or other
legal obligation which in any way interferes with its ability to fully, promptly
and completely perform its obligations under this Agreement.
(b) JEN represents and warrants to Producer that (i) it is a duly
organized and validly existing corporation under the laws of Colorado; (ii) it
has the requisite power and authority to enter into this Agreement and to fully
perform its
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obligations hereunder; and (iii) it is under no contractual or other
legal obligation which in any way interferes with its ability to fully, promptly
and completely perform its obligations under this Agreement. JEN further
represents and warrants to Producer that, with respect to content that it
provides to Producer for use in the Series, which Producer may use or not use in
its sole discretion, JEN has obtained all rights, clearances, releases and
licenses necessary to exploit the Series as contemplated in this Agreement.
12. Indemnification.
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(a) Producer shall at all times indemnify and hold JEN, its directors,
officers, employees, agents, subsidiaries, licensees and assigns, and those
authorized by JEN to distribute, broadcast, exhibit and exploit the Series in
accordance with the rights granted by this Agreement, harmless from and against
any and all claims, damages, costs, liabilities and expenses, including
reasonable attorneys' fees and costs, arising out of or caused by (i) breach or
alleged breach by Producer of any representation, warranty or agreement made by
Producer herein, or (ii) any act or omission by Producer, its agents and
contractors, in connection with the performance of this Agreement.
(b) JEN shall at all times indemnify and hold Producer, its directors,
officers, employees, agents, subsidiaries, licensees and assigns, and those
authorized by Producer to distribute, broadcast, exhibit and exploit the Series
in accordance with the rights granted by this Agreement, harmless from and
against any and all claims, damages, costs, liabilities and expenses, including
reasonable attorneys' fees and costs, arising out of or caused by (i) breach or
alleged breach by JEN of any representation, warranty or agreement made by JEN
herein, or (ii) any act or omission by JEN, its agents and contractors, in
connection with the performance of this Agreement.
(c) Promptly after receipt by a party entitled to indemnification
under this Agreement (the "Indemnitee") of written notice of the assertion of
any claim or the commencement of any litigation or legal proceeding with respect
to any matter referred to in this Section 12, such party shall give written
notice thereof to the party from whom indemnification is sought (the
"Indemnitor") and thereafter shall reasonably cooperate with and keep the
Indemnitor reasonably informed with respect thereto. Compliance by the
Indemnitee with the notice and cooperation requirements of the preceding
sentence shall be conditions to the Indemnitor's indemnification obligations
hereunder. If any litigation is brought against the Indemnitee, the Indemnitor
shall assume the defense thereof with counsel reasonably satisfactory to the
Indemnitee. The Indemnitee shall be entitled to participate in such
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defense with counsel of its choice, at its sole expense. The Indemnitor shall
not settle any litigation unless the settlement shall include as an
unconditional term thereof the giving by the claimant or the plaintiff of a
release of the Indemnitee, satisfactory to the Indemnitee, from all liability
with respect to such litigation.
13. Option to Renew; Right of First Refusal.
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(a) Producer hereby irrevocably grants to JEN the exclusive option to
require Producer to produce and deliver additional seasons of the Series, up to
four additional seasons in total. Jones may exercise this option for the
ensuing season by giving Producer written notice on or before January 15 of each
year. The terms and conditions of this Agreement shall also govern each such
renewal year, except that the Production Fee for such renewal year shall be 5%
higher than the previous year's Production Fee.
(b) On or before March 15 of any season of the Series, JEN shall offer
to Producer the first opportunity to produce a one-hour television program, to
be completed on or before August 31 of that year. JEN shall determine the
content and the budget, including production fee, of the television program, in
its sole discretion. Producer shall have a period of 20 days after receipt of
JEN's term sheet with respect to the proposed production to give JEN notice of
whether it will accept the offer. If Producer fails to accept JEN's offer, JEN
shall have the unlimited right to produce the program itself or through a third
party (on terms no less favorable than those offered to Producer).
(c) In addition to the foregoing, during the term of this Agreement,
JEN shall use reasonable efforts to identify production opportunities for
Producer during each season's 13-week hiatus. To the extent that any such
production opportunity is offered to Producer, such opportunity shall be the
subject of a separate budget and production agreement to be agreed upon by JEN
and Producer. JEN shall have no liability or obligation to Producer if JEN is
unable to identify any such production opportunities or if JEN and Producer are
unable to agree upon a budget and other terms for such production.
14. General.
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(a) Relationship. The relationship between JEN and Producer under this
Agreement is that of independent contractors only. Nothing in this Agreement
shall be construed so as to constitute JEN and Producer as partners or joint
venturers, or either party hereto as the employee or agent of the other party
hereto, or in any other manner other than as independent contractors.
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(b) Designated Representatives. The identified representative of JEN
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in connection with this Agreement is Bob Jones. The identified representative of
Producer is Al Holzer. Either party may change its designated representative by
giving notice to the other party. Only designated representatives of the parties
shall be authorized to grant approvals under this Agreement.
(c) Notices. All notices, demands, requests, or other communications
which may be or are required to be given, served, or sent by any party to any
other party pursuant to this Agreement shall be in writing and shall be mailed
by "overnight" or express mail or courier service or certified mail, return
receipt requested, or shall be transmitted by hand delivery, telegram, telex, or
facsimile transmission (if an additional copy is sent by "overnight" or express
mail or courier service in addition to the facsimile transmission), addressed as
follows:
(i) If to Producer:
KRON-TV
10001 Van Ness Avenue
San Francisco, CA 94109
Attention: Mr. Al Holzer, Vice President
Telephone: (415) 561-8768
Facsimile Transmission: (415) 561-8142
(ii) If to JEN:
Jones Education Networks, Inc.
9697 E. Mineral Avenue
Englewood, Colorado 80112
Attention: President
Telephone: (303) 792-3111
Facsimile Transmission: (303) 799-1644
With a copy to General Counsel at the same address.
Each party may designate by notice in writing a new address to which any notice,
demand, request or communication may thereafter be so given, served or sent.
Each notice, demand, request, or communication which shall be mailed, delivered
or transmitted in the manner described above shall be deemed sufficiently given,
served, sent and received for all purposes at such time as it is delivered to
the
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addressee, with the return receipt, the delivery receipt, the affidavit of
messenger (and in the case of communications by facsimile transmission, the
affidavit of the "overnight" or express mail or courier service delivering the
additional copy or, with respect to a telex, the answer-back) being deemed
conclusive (but not exclusive) evidence of such delivery, or at such time as
delivery is refused by the addressee upon presentation.
(d) Headings. Section and subsection headings contained in this
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Agreement are inserted for convenience of reference only, shall not be deemed to
be a part of this Agreement for any purpose, and shall not in any way define or
affect the meaning, construction or scope of any of the provisions hereof.
(e) Further Assurances. Each of the parties hereto hereby agrees to
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take or cause to be taken such further actions, to execute, deliver and file or
cause to be executed, delivered and filed such further documents and
instruments, and to use best efforts to obtain such consents, as may be
necessary or as may be reasonably requested in order to fully effectuate the
purposes, terms and conditions of this Agreement.
(f) Entire Agreement. This Agreement constitutes the entire agreement
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between the parties hereto with respect to the subject matter hereof and
supersedes all prior oral or written agreements, commitments or understandings
with respect to the matters provided for herein.
(g) Amendment; Waiver. No amendment, modification or discharge of
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this Agreement shall be valid or binding unless set forth in writing and duly
executed by all parties hereto. No failure or delay by any party in exercising
any right, power or privilege under this Agreement (and no course of dealing
between the parties) shall operate as a waiver of any such right, power or
privilege. No waiver of any default on any one occasion shall constitute a
waiver of any subsequent or other default. No single or partial exercise of any
such right, power, or privilege shall preclude the further or full exercise
thereof.
(h) Severability. The invalidity or unenforceability of any provision
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of this Agreement shall in no way affect the validity or enforceability of any
other provision of this Agreement.
(i) Governing Law. This Agreement, the rights and obligations of the
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parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the State of California
(excluding the choice of law rules thereof).
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(j) Construction. This Agreement has been negotiated by JEN and
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Producer and their respective legal counsel, and legal or equitable principles
that might require the construction of this Agreement or any provision of this
Agreement against the party drafting this Agreement shall not apply in any
construction or interpretation of this Agreement.
(k) Assignments. This Agreement shall be binding upon and inure to
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the benefit of the parties hereto and their respective permitted successors and
assigns. Producer may not assign its rights or obligations hereunder without
the prior written consent of JEN. Notwithstanding the foregoing, this Agreement
may be assigned by Producer, and JEN's consent shall be deemed given, in the
event of the sale or other transfer of all or substantially all of the control,
assets, and/or ownership of the KRON-TV division of The Chronicle Publishing
Company. JEN may not assign its rights or obligations hereunder without the
prior written consent of Producer, which consent shall not be unreasonably
withheld; provided, however, that JEN shall be permitted to assign any or all of
its rights and obligations hereunder to any subsidiary or affiliate of JEN.
(l) Survival. Notwithstanding the expiration or earlier termination
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of this Agreement, the provisions of Sections 6, 7, 8, 11, 12 and 14 shall
survive and continue in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
JONES EDUCATION NETWORKS, INC.,
a Colorado corporation
By: /s/ W. W. Griffin
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Title: President
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THE CHRONICLE PUBLISHING COMPANY
a Nevada corporation
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By: /s/ Amy McCombs
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Title: President and CEO
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Exhibit A
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Description of the Series
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New Media News is a half-hour, single-anchor news program (23 minutes of content
per episode) focusing on the new technology and computer industries and
reporting on the latest from the technology frontier.
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Exhibit B
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Assignment Form
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For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, _________________, whose address is _______
_________________________________ ("Producer"), does hereby irrevocably assign,
transfer, set over, and convey to Jones Education Networks, Inc., a Colorado
corporation ("JEN"), whose address is 9697 East Mineral Avenue, Englewood,
Colorado 80112, its successor and assigns, all copyrights, renewals and
extensions thereof, and all right, title and interest in and to the television
program forming a part of the television series entitled New Media News and
identified more specifically as episode _________________ of such series (the
"Episode") and the script upon which the Episode is based. Such rights include,
without limitation, all of Producer's right, title and interest that may affix
under any copyright law now or hereinafter in force and effect in the United
States of America or in any other country or countries, to be held and enjoyed
by JEN, its successors and assigns, fully, entirely and absolutely.
This Assignment is executed in accordance with and is subject to the
terms and conditions of the Production Agreement, dated as of September 1, 1995,
between Producer and JEN.
IN WITNESS WHEREOF, Producer has caused this Assignment to be duly
executed by its authorized officer on the ________ day of __________, 199__.
[PRODUCER]
By:
________________________
Title:
________________________
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Exhibit C
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Regional News Channels
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Chicagoland News
New York News 1
Long Island Newschannel 12
Orange County News (OCN)
New England NewsChannel
NewsChannel 8 - Washington, D.C.
and such other channels as shall be mutually agreed upon by JEN and Producer.
(17932)
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