1
CONFIDENTIAL TREATMENT
(LOGO) Buena Vista International, Inc. EXHIBIT 10.20
June 2, 1988
Lintas International Limited
One Dag Hammarskjold Plaza
New York, New York 10017
RE: LICENSE TO PRODUCE AND TELECAST TELEVISION SERIES
BASED ON "WHEEL OF FORTUNE" AND "JEOPARDY!"
Ladies/Gentlemen:
This letter will confirm the terms and conditions of the agreement between you,
Lintas International Limited (hereinafter referred to as "Lintas"), with
offices at One Dag Hammarskjold Plaza, New York, New York 10017, acting as
agent for "UNILEVER" (hereinafter referred to as "UNILEVER"), with offices at
Burgemaster, S'Jacobplain #1, 3015 CA, Rotterdam, The Netherlands and Buena
Vista International, Inc. (hereinafter referred to as "BVI"), with a head
office at the address noted above, acting as agent for KING WORLD F.S.C.
CORPORATION (hereinafter referred to as "KING WORLD"), with its head office at
830 Morris Turnpike, Short Hills, New Jersey 07078, to enter into a licensing
agreement for certain rights in the television game show properties known in
the United States of America as "WHEEL OF FORTUNE" (hereinafter referred to as
"WHEEL") and "JEOPARDY!" (hereinafter referred to as "JEOPARDY").
1. GRANT OF RIGHTS
(a) KING WORLD hereby grants to UNILEVER the sole and exclusive
right to produce and to exhibit on free television only, whether by way of
over-the-air broadcast television, cable television and/or satellite
television, in the Territory (as defined below) during the License Term of this
Agreement, television series based on the formats of WHEEL and JEOPARDY
(hereinafter referred to as "a Series" and collectively "the Series").
(b) UNILEVER shall have the right to produce such number of thirty
(30) minute episodes of each of the Series, for telecast once in such countries
of the Territory, as it may determine, and may cause each such episode to be
telecast such additional number of times in such country as KING WORLD and
UNILEVER may agree.
(c) UNILEVER shall have the right, subject to third party
restrictions, to advertise and promote the Series in the press and other media
of communications; provided, however, that no clip of the Series shall exceed
four (4) minutes in length.
(d) The grant of rights to JEOPARDY and WHEEL is limited to the
use
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of the title, names, set designs, lighting designs, graphic designs,
decorations, colors, equipment and the rules of the games for JEOPARDY and
WHEEL (the "Proprietary Elements"), as these television series are distributed
by KING WORLD in the United States of America. KING WORLD hereby advises
UNILEVER that the title "WHEEL OF FORTUNE" (in Italian translation) is
currently registered to Rete Italia; the use of the title "WHEEL OF FORTUNE" in
the French translation is subject to possible restrictions which have been
addressed in the license agreement referred to in Paragraph 8 of this Agreement
and a third party has registered the name WHEEL OF FORTUNE (in Spanish
translation) in international class 41 in Spain. KING WORLD is not aware of
any other possible legal restrictions on the use of such titles in any other
countries of the Territory. KING WORLD represents and warrants that its
licensor has registered the trademark for the name "WHEEL OF FORTUNE" for
television programming in the following territories: France (in English
translation) and United Kingdom (applied for only).
(e) The Proprietary Elements in the format of the Series produced
by UNILEVER shall at all times conform to the analogous elements of the United
States versions of WHEEL and JEOPARDY. In order to enable KING WORLD to ensure
such conformity, prior to UNILEVER's initial telecast of the Series in any
country of the Territory, UNILEVER shall submit to KING WORLD, for KING WORLD's
licensor's approval, photographs or artist's renditions, pictures and script of
the prototype episode of the Series. UNILEVER shall make such modifications to
its prototype as KING WORLD may require to achieve such conformity. Following
approval of such prototype, UNILEVER shall not depart from such prototype in
its production of subsequent episodes of the Series in that country.
(f) KING WORLD expressly reserves all rights that are not
expressly granted herein, including without limitation all television rights
not referred to in Paragraph 1(a), all subsidiary and ancillary rights, all
merchandising rights, and all other right, title and interest, in and to the
names of WHEEL, JEOPARDY and the Series and the Proprietary Elements, and KING
WORLD and/or its licensor shall be free to exploit these rights in any fashion
it shall deem appropriate. KING WORLD and/or its licensor may, or may authorize
any third parties to, reproduce any of the Proprietary Elements without any
compensation to UNILEVER therefor.
(g) UNILEVER may produce the Series in any language of the country
in which the Series will be telecast. Unilever shall notify KING WORLD in
writing of any translation of the titles WHEEL and JEOPARDY. KING WORLD shall
have the right to approve any translation of the titles WHEEL and JEOPARDY
prior to their use in the Territory and KING WORLD's licensor shall own the
rights to such translations and shall have the right to register and protect
all involved trademarks and service marks. UNILEVER shall not dub or subtitle
any episodes of the Series into other languages for telecast purposes. UNILEVER
shall not telecast any version of either of the Series in any language in a
country other than the country where it
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had its original telecast (including for these purposes contiguous countries
that are functionally part of the same market) without KING WORLD's prior
written consent.
(h) UNILEVER may sublicense the right to produce and to exhibit
the Series; provided, however, any such agreement must preserve all of KING
WORLD's and its licensor's rights as set forth herein and in no way may such
sublicense contravene the terms and conditions of this Agreement. Subject to
the preceding sentence, UNILEVER may not assign this Agreement or any of its
rights or obligations hereunder.
2. TERRITORY
The rights granted hereunder shall include all countries specified in Territory
A and if UNILEVER exercises its option pursuant to Paragraph 11 below, the
countries included in Territory B. Territory A shall include Albania, Andorra,
Austria, Belgium, Bulgaria, Czechoslovakia, Denmark, Finland, France, German
Democratic Republic (GDR), Federal Republic of Germany (FRG) (only for
JEOPARDY; the rights to WHEEL are specifically excluded), Greece, Hungary,
Iceland, Ireland, Italy, Liechtenstein, Luxembourg, Malta, Monaco, Netherlands,
Norway, Poland, Portugal, Romania, San Marino, Spain, Sweden, Switzerland,
Union of Soviet Socialist Republics (USSR), United Kingdom (only for WHEEL; the
rights to JEOPARDY are specifically excluded), Vatican and Yugoslavia.
Territory B shall include the entire world excluding the Territory A countries,
Australia and New Zealand (for WHEEL only), Canada, the United States of
America including the Commonwealth of Puerto Rico (but excluding its other
territories and possessions) and Bermuda.
3. LICENSE TERM
The License Term shall be for a period of five (5) years. The License Term
commenced on January 1, 1988, except where there is a delayed availability of
the rights as indicated below, and will expire on December 31, 1992 for the
Territory A countries. The License Term will commence on January 1, 1989 and
will expire on December 31, 1993 for the Territory B countries, if the relevant
option is exercised.
UNILEVER acknowledges that KING WORLD has previously licensed the rights to
WHEEL and JEOPARDY in, among other countries, the United Kingdom and Italy. Due
to this prior grant of rights in these Territory A countries, the License Terms
in those countries will commence as follows: a) Italy for WHEEL and JEOPARDY,
the License Term will commence on January 1, 1989 and b) United Kingdom for
WHEEL, the License Term will commence on August 1, 1991. Notwithstanding the
delayed availability of the rights in the foregoing countries, the License
Terms in these countries will still expire on December 31, 1992.
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In addition, UNILEVER acknowledges that by a grant of rights to it by
Television Francaise 1 pursuant to an agreement specified in Paragraph 8 below,
UNILEVER has acquired the rights to WHEEL in France.
4. LICENSE FEE
(a) The Total License Fee for the rights herein granted is the
greater of the guaranteed minimum license fee of [*] or a sum which equals the
amount of all monies derived from the royalty payments which become due and
owing according to the schedule as specified in the attached Exhibit A, which
is incorporated herein by this reference, during the License Term.
(b) UNILEVER shall remit to KING WORLD, unless previously paid as
provided in Paragraphs 4(c) and (d) below, the minimum guaranteed license fee
as follows:
[*]
(c) Subject to the other provisions of this Agreement, UNILEVER
will pay KING WORLD a royalty in accordance with the attached Exhibit A for
each episode per telecast (i.e., initial telecast and each repeat telecast,
however, UNILEVER shall pay [*] of the original royalty rate for such repeat
telecast if UNILEVER loses its barter advertising in such repeat telecast) of
each of the Series, on a [*] basis, with respect to each year of the License
Term in each country in Territory A.
(d) The royalty payments specified above shall be applied against
the guaranteed minimum payments as set forth in subparagraph (b) hereof during
each year of the License Term. The guaranteed annual minimum payments are
cumulative; therefore, in the event the amount of the royalty payments due to
KING WORLD, when calculated using the schedule outlined in Exhibit A for a
specific year of the License Term, exceeds the guaranteed minimum
* Omitted pursuant to a request for confidential treatment.
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payment due in that year, UNILEVER shall have the right to credit any
cumulative excess against the future minimum guaranteed payments in reverse
order (i.e., reduce the 1992 payment first, then the 1991 payment, etc.)
5. COMMENCEMENT OF PRODUCTION
UNILEVER shall notify KING WORLD upon UNILEVER's determination to commence
production of each of the Series in any particular country of the Territory.
6. ACCOUNTING STATEMENTS
For each [*] of the License Term ("Accounting Period"), Licensee shall, by the
[*] day after the end thereof, send to BVI a detailed Accounting Statement
containing the aggregate Total Number of Episodes Telecast and the Total Number
of Episodes Produced in each country in Territory A for each of the Series,
which Statements shall include excerpts from UNILEVER's (or the appropriate
sublicensees') telecast logs or affidavits of performance, together with any
payment due with respect to such accounting period. The form of Accounting
Statement submitted by UNILEVER shall be subject to the reasonable approval of
BVI. All sums specified herein refer to United States dollars and all
currencies received by UNILEVER must be converted to United States dollars
before remittance to BVI. UNILEVER agrees to pay all conversion fees. Time is
of the essence in the performance by UNILEVER of its accounting and payment
obligations hereunder. All Accounting Statements shall be addressed to John
Elia, Director of Finance Administration, Buena Vista International, Inc., 350
South Buena Vista Street, Burbank, California 91521 with an additional copy
sent to Jonathan Birkhahn, Vice President, King World, 1700 Broadway, 35th
Floor, New York, New York 10019. In the event a discrepancy is discovered
regarding the number of episodes telecast during a particular year of the
License Term, UNILEVER agrees to recompute and make immediate payment of any
amounts, including interest charges, then due based on the actual and true
telecasts of the episodes and in the event of a deficiency of [*] or more, to
pay all reasonable costs and expenses incurred by BVI in the checking of such
telecast usage by UNILEVER and any reasonable attorneys' fees incurred by BVI
in enforcing the collection thereof. UNILEVER shall have the right to satisfy
its obligations under this Paragraph by causing LINTAS to provide same,
providing UNILEVER remains primarily obligated.
7. AUDIT
UNILEVER shall keep accurate and complete books and records of all transactions
relating to this Agreement. KING WORLD, at any time during the License Term and
for a period of [*] thereafter, may by its representatives and/or designees,
during regular business hours, have full access to audit all such books and
records (but no more than [*]
* Omitted pursuant to a request for confidential treatment.
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and to make any copies thereof it may desire. The exercise by KING WORLD of any
right to audit or the acceptance by KING WORLD of any Accounting Statement or
payment shall be without prejudice to any of KING WORLD's rights or remedies
and shall not bar KING WORLD from thereafter disputing the accuracy of any such
Accounting Statement or payment and UNILEVER shall remain fully liable for any
balance due under the provisions hereof; provided, however, any Accounting
Statement or audit shall be deemed conclusive and no longer subject to
challenge by KING WORLD, its representatives and/or designees [*] years from
the date of its receipt by KING WORLD (except with respect to any challenges
which are begun but not concluded prior to that date, which shall remain in
effect until they are concluded). If an audit or checking reveals that UNILEVER
has underreported or has misrepresented any item bearing upon the computation
of the amounts payable to KING WORLD, UNILEVER agrees, in addition to
recomputing and making immediate payment of the amounts due based on the actual
and true items, to pay all costs and expenses incurred by KING WORLD for the
audit checking and any attorneys' fees incurred by KING WORLD in enforcing the
collection thereof. UNILEVER shall have the right to satisfy its obligations
under this Paragraph by causing LINTAS to provide same, providing UNILEVER
remains primarily obligated. KING WORLD acknowledges that any audit conducted
under this Paragraph shall be limited to LINTAS so long as LINTAS maintains
the books and records pertaining to such audit and further that if UNILEVER is
to be the subject of a direct audit, such audit shall be conducted by Coopers
and Lybrand (or UNILEVER's then principal accounting firm), which firm shall
deliver to KING WORLD a certificate to the effect that the accountings in
question are accurate with such exceptions as may be required.
8. INTERNATIONAL BARTER
Reference is hereby made to that license agreement between KING WORLD and
Television Francaise 1 ("TF1") signed by KING WORLD on April 13, 1988 and by
TF1 on March 23, 1988, in which KING WORLD granted to TF1 the sole and
exclusive right to produce and to exhibit on television in the Territory (as
defined in the agreement) during the term of the agreement, a television series
based upon the format of "WHEEL OF FORTUNE" ("LA ROUE DE LA FORTUNE") in the
French language and which right has been assigned by TF1 to Unilever France
Services, a corporation controlled by UNILEVER. That agreement is incorporated
herein by this reference. Said agreement shall be treated as if it were a
license agreement entered into under this Agreement.
9. RATINGS
If an episode of either or both of the Series is telecast in a country and 1)
UNILEVER receives any barter advertising time therein and 2) if such episode of
the Series [*] then:
* Omitted pursuant to a request for confidential treatment.
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i. if the telecast occurs [*], the royalty payment due as indicated on
the schedule in Exhibit A will be increased by [*]; and
ii. if the telecast occurs [*], the royalty payment due as indicated on the
schedule in Exhibit A will be increased by [*].
Notwithstanding the above, the royalty increases will not be applicable for the
episodes of WHEEL in France broadcast through [*].
The method, time and source used to determine the ratings of each episode of
the Series will be determined on a country-by-country basis and by using the
local customary audience measurement methods subject to KING WORLD's and
UNILEVER's mutual approval.
10. INCREASE IN ROYALTY PAYMENTS
If by the Accounting Period ending December 31, 1990, the total guaranteed
minimum amount as set forth in Paragraph 4 above is exceeded by the royalty
payments due under Exhibit A, the royalty payments due for episodes of WHEEL in
France will be increased from [*] to [*] per episode telecast during 1991 and
from [*] to [*] per episode telecast during 1992. The increases in royalty
payments for telecasts of episodes of WHEEL in countries in Territory A other
than France will be increased by [*] per episode telecast in 1991 and [*] per
episode telecast in 1992.
11. OPTION
Prior to January 1, 1989, KING WORLD shall refrain from licensing the rights
set forth in Paragraph 1 for Territory B to a third party, and UNILEVER shall
have an exclusive option to license such rights for Territory B (and for the
entire Territory B only) exercisable upon prior written notice received by KING
WORLD no later than December 31, 1988; provided that the negotiations regarding
the amount of the royalty payments for each country in Territory B and the
guaranteed minimum license fee must be completed to the mutual satisfaction of
KING WORLD and UNILEVER as a condition to UNILEVER's right to exercise the
option. If such negotiations are not completed and UNILEVER has not exercised
the option by December 31, 1988, then KING WORLD shall be free to enter into
such licenses with any third parties in Territory B without any further
obligation to UNILEVER whatsoever.
12. TAXES
UNILEVER shall pay and hold KING WORLD harmless from, all taxes (excluding KING
WORLD's income and franchise taxes), censorship charges, or other
* Omitted pursuant to a request for confidential treatment.
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charges now or hereafter imposed or based upon the production, rental,
delivery, license, exhibition, possession or use by UNILEVER hereunder of any
materials furnished by KING WORLD or the materials produced by UNILEVER
hereunder. Payment withholding or deduction by UNILEVER of the foregoing shall
in no way reduce the payments due KING WORLD hereunder. To the extent that
payment of any of the foregoing is advanced by KING WORLD, UNILEVER shall
reimburse KING WORLD on demand, and upon the failure of UNILEVER to do so, KING
WORLD shall have all the remedies available to it in law or equity for the
collection of unpaid License Fees, as well as all other remedies provided by
law or equity, including any offset rights.
13. WARRANTIES
(a) KING WORLD represents and warrants that (i) it has not previously
granted to any other party any of the rights herein conveyed except as
expressly set forth in Paragraph 3 and (ii) BVI is duly authorized and acting
agent of KING WORLD, with all authority to receive payments and conduct all
other acts contemplated by this Agreement.
(b) UNILEVER represents and warrants that no part of the Series produced
by it will infringe upon or violate the rights or interest of any person, nor
will such Series defame, libel, or slander or invade the privacy of any person
and the Series will be produced in accordance with all applicable laws,
requirements, contracts, rules and regulations.
14. DROIT MORAL
It is agreed that in the adaption of the productions the "Droit Moral" of the
creators of the formats may not be violated, provided however, that no
interruption of the program solely for advertising and promotion purposes shall
be deemed to be such a violation and that KING WORLD hereby consents to any
such interruptions decided in UNILEVER's sole discretion.
15. GOODWILL, TRADEMARK, COPYRIGHT
(a) UNILEVER hereby acknowledges and agrees that (i) the names of WHEEL
and JEOPARDY and of the Series and the Proprietary Elements are unique and
original and have acquired a secondary meaning and that KING WORLD and/or its
licensors are the owners and/or controllers thereof and of the substantial and
valuable good will associated therewith; (ii) UNILEVER shall not at any time
dispute or contest, directly or indirectly, the exclusive right, title and
interest of KING WORLD and/or its licensors in and to WHEEL, JEOPARDY, the
Series or the Proprietary Elements or the copyrights, trade names or trademarks
with respect thereto except to the extent of the rights expressly granted to
UNILEVER under this Agreement; and (iii) UNILEVER shall, at any time, whether
during or after the License Term, execute any documents reasonably required by
KING WORLD to confirm KING WORLD's (or its licensors') ownership rights as set
forth herein.
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The provisions of this Paragraph 15(a) shall not apply except to the extent
that such provisions do not infringe European Community Law from time to time
in effect, provided that if at a given time such provisions are so
inapplicable, then in the event that UNILEVER shall take any action
inconsistent with any of the acknowledgements and agreements that would have
been made by UNILEVER but for such inapplicability, KING WORLD shall, at its
option, have the right to terminate the License Term by giving UNILEVER not less
than 60 days' prior written notice to such effect. In the event of such a
termination, the minimum guaranteed licensee fee payable by UNILEVER pursuant
to Paragraph 5(b) with respect to the calendar year of the License Term during
which such termination takes effect shall be directly prorated.
(b) Whether or not there is a change in European Community law as
described above, UNILEVER shall cooperate with KING WORLD in the execution,
filing and prosecution of any trademark, copyright or design application that
KING WORLD may desire to file, relating to WHEEL, JEOPARDY, the Series or the
Proprietary Elements.
(c) The parties hereby agree that (i) KING WORLD and its licensors may, in
their sole and absolute discretion, take such action (including without
limitation the commencement of litigation) to stop any infringement of any of
their rights in or to WHEEL, JEOPARDY, the Series or the Proprietary Elements,
as they deem appropriate; and (ii) UNILEVER shall fully cooperate with KING
WORLD and its licensors to prevent such infringement and, if requested by any
of them, shall at KING WORLD's expense join with KING WORLD or such licensor as
a party to any action brought by KING WORLD or such licensor for such purpose.
16. CREDITS
The Series shall be exploited with a separate credit reading: "Based upon WHEEL
OF FORTUNE (or JEOPARDY! as the case may be) produced in the United States by
MERV GRIFFIN ENTERPRISES, a unit of COLUMBIA PICTURES ENTERTAINMENT, INC. and
Distributed in association with KING WORLD and BUENA VISTA INTERNATIONAL,
INC.", in an adequate translation.
17. CREATIVE APPROVALS
MERV GRIFFIN ENTERPRISES, the licensor of KING WORLD, shall have prior approval
over the principle creative elements of the production of either of the Series
in each country in Territory A and/or Territory B and no material changes to
the television format rights, including but limited to the title, host, set
designs, lighting designs, graphic designs, decorations, colors, equipment and
rules of WHEEL and JEOPARDY shall be
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made without MERV GRIFFIN ENTERPRISES' prior approval in writing. MERV GRIFFIN
ENTERPRISES shall exercise its rights of approval in a good faith manner. KING
WORLD will act as an intermediary for UNILEVER in obtaining the foregoing
approvals.
18. OWNERSHIP
Title in and to all or part of the rights licensed to UNILEVER hereunder shall
at all times remain in KING WORLD and/or its licensor, and the trademarks and
other intellectual property embodied in all of such rights shall at all times
remain vested in KING WORLD and/or its licensor, subject only to the uses
granted herein. Possession of any of the above by UNILEVER shall be solely for
the purpose of exercising its rights hereunder. UNILEVER shall not and agrees
not to impair KING WORLD's and/or its licensor's title, interest or rights
therein or to create a lien or encumbrance thereon or to in any manner perform
any act in derogation of such rights, interests and title in KING WORLD and/or
its licensor.
19. OWNERSHIP OF MATERIALS PRODUCED OR CREATED BY UNILEVER
Any and all materials produced by UNILEVER for the telecast of either of the
Series will become the exclusive property of KING WORLD and/or its licensor,
including without limitation, all videotapes, any advertising and/or
promotional meterials (e.g., trailers, print advertising) and any and all other
materials related to the Series. UNILEVER shall promptly furnish and/or execute
any document requested by KING WORLD in evidence of such exclusive ownership
rights and interest in KING WORLD. Any and all materials relating to each of
the Series (including, without limitation, videotapes, sound tracks and
advertising and promotional materials) remaining in UNILEVER's possession at
the expiration or other termination of the License Term shall be returned by
UNILEVER, shipping or delivery charges prepaid, immediately following such
expiration or other termination, unless otherwise provided, either directly to
KING WORLD or to such address as KING WORLD may designate. KING WORLD may
elect, at its sole option, to require UNILEVER by written notice to destroy or
erase any material and to furnish an affidavit certifying that such destruction
or erasure has occurred executed by senior executive officers of UNILEVER.
20. INDEMNIFICATION
Each party agrees to indemnify and hold harmless the other (including, in the
case of KING WORLD, its licensors) from and against any and all loss,
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damage, liability, cost and expenses, including reasonable attorneys' fees,
incurred by the other as a result of, or arising out of, or in connection with
a breach or an alleged breach of any representation or warranty or the failure
or the alleged failure to perform any agreement to be performed pursuant to
this Agreement.
21. DEFAULT/BREACH: If UNILEVER (1) fails or refuses to perform any of
its obligations hereunder or breaches any provision hereof, and if such default
or breach is not cured within fourteen (14) days after written notice thereof
to UNILEVER from KING WORLD, of (2) becomes insolvent or a petition under any
Bankruptcy Act shall be filed by or against UNILEVER or if any property of
UNILEVER is attached and such attachment is not released within ten (10) days
after the date of attachment or if UNILEVER executes an assignment for the
benefit of creditors or if a receiver, custodian, liquidator or trustee is
appointed for UNILEVER or (3) attempts to make or makes any assignment,
transfer or sublicense of the Agreement without KING WORLD's prior written
consent, KING WORLD, in addition to its other rights and remedies under law or
equity, may, at its option, declare this Agreement breached, make all License
Fees and any other monies then due or to become due hereunder immediately due
and payable plus interest on any late payments at the rate of two percent (2%)
over the prime interest rate charged by the Bank of America from time to time
(but in no event higher than the maximum rate of interest then permitted by
law), suspend the license granted in this Agreement, suspend the right to
telecast the Series until such default is cured and/or terminate this
Agreement.
In the event this Agreement is terminated under any of the provisions contained
in this paragraph, all rights herein granted to UNILEVER shall terminate and
automatically revert to KING WORLD.
The exercise of any or all of the foregoing remedies by KING WORLD shall not
operate as a waiver on the part of KING WORLD of its right to exercise any
other remedies available to KING WORLD under this Agreement, at law or equity,
and all of the foregoing remedies shall be deemed cumulative.
22. NOTICES
Except as may be specifically provided to the contrary elsewhere in this
Agreement, all notices and communications required or appropriate hereunder
shall be deemed given when deposited, postage or toll charges prepaid, in any
post office or post office box or telegraph office in the United States or in
the Territory, addressed to BVI, attention: John Reagan, Senior Vice President,
Business and Legal Affairs at the address specified on page one (1) hereof with
an additional copy to KING WORLD, attention: Jon Birkhahn, Vice President,
Business and Legal Affairs at
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1700 Broadway, New York, New York 10019 or LINTAS at the addresses appearing
above or at such other addresses as may hereafter be designated in writing to
the other party.
23. ILLEGALITY
If any provision hereof is held to be illegal or unenforceable, this Agreement
shall remain in full force and effect, except that such provision shall be
deemed deleted or modified, as may be appropriate, in order to remove such
illegality or unenforceability.
24. RELATIONSHIP OF THE PARTIES
Nothing herein contained shall be construed to create a partnership or joint
venture among the parties hereto or to make any of the parties the agent of the
other, except as expressly stated herein. None of the parties shall be or
become liable or bound by any representation, act, omission or agreement
whatsoever of the other which may be contrary to the provisions of this
Agreement.
25. WAIVER
No waiver by any of the parties hereto of any failure by any of the parties to
keep or perform any covenants or conditions of this Agreement shall be deemed
to be a waiver of any preceding or succeeding breach of the same or any other
covenant or condition.
26. RENEWAL
If during the License Term, or for a period of [*] thereafter, KING WORLD
elects to grant to other parties for an additional license period, for
Territory A (or any country constituting a part of that Territory) and/or (if
the option referred to in Paragraph 11 above has been exercised) Territory B
(or any country constituting a part of that Territory), any of the rights
granted herein to UNILEVER, KING WORLD shall negotiate exclusively with
UNILEVER in good faith for a period of up to [*] regarding the terms for such a
renewal. If such a renewal agreement is not reached within [*], KING WORLD shall
have the right to grant such rights for such additional period and for such
country to any third party without any further obligation to UNILEVER. KING
WORLD acknowledges and agrees that UNILEVER's rights under this Paragraph 26
shall extend to such rights to the Series as KING WORLD may hereafter acquire
from its licensor if KING WORLD in fact elects to grant such rights to other
parties.
27. PREMIUM RIGHTS
In the event that, during the License Term or any extension thereof in
Territory A and/or, if the relevant option is exercised, Territory B, KING
* Omitted pursuant to a request for confidential treatment.
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WORLD elects to grant merchandising rights in the nature of premium rights in
connection with WHEEL and/or JEOPARDY to any other advertising agency in its
capacity as such, it will first offer any such opportunity to UNILEVER by
notice to Mr. Lawrence E. Lamattina of LINTAS at the address noted on page one
hereof and Mr. Lamattina will within two (2) business days of receipt respond
to KING WORLD, as appropriate, by either accepting or rejecting such offer,
provided that UNILEVER shall be entitled to its rights under this Paragraph 27
only so long as Mr. Lamattina is employed as a senior executive of LINTAS.
28. BI-WEEKLY UPDATES ON LICENSING ACTIVITIES
UNILEVER agrees to designate a representative at LINTAS to give bi-weekly
updates to a representative designated by KING WORLD regarding the status of
all licensing activities undertaken pursuant to this Agreement.
29. HEADINGS
The headings of this Agreement or any paragraph hereof are inserted only for
the purpose of convenient reference and it is recognized that they may not
accurately or adequately describe the contents of the paragraphs which they
head. Such headings shall not be deemed to limit, cover, or in any way affect
the scope, meaning, or intent of this Agreement or any part thereof, nor shall
they otherwise be given any legal effect.
30. AMENDMENTS AND MODIFICATIONS
This Agreement may not be modified or waived in whole or in part except in
writing signed by or on behalf of KING WORLD and UNILEVER.
31. GOVERNING LAW
This Agreement shall be construed and interpreted in accordance with the laws
of the State of New York applicable to contracts made and fully to be performed
therein, independent of the forum in which this Agreement or any part thereof
may come up for construction, interpretation or enforcement.
All actions, proceedings or litigation brought by the parties hereto against
the others relating to this Agreement shall be instituted and prosecuted within
the State of New York and the parties hereby agree and submit to the
jurisdiction of its courts solely for such purposes.
32. ENTIRE AGREEMENT
This Agreement is complete and embraces the entire understanding of and among
the parties, all prior understandings in connection with the subject matter
herein contained, either oral or written, having been merged herein or
cancelled. No representations have been made by the parties hereto except those
expressly set forth herein.
14
CONFIDENTIAL TREATMENT
Page 14
June 2, 1988
Lintas International
If the foregoing correctly sets forth your understanding, please sign in the
space provided below.
Very truly yours,
BUENA VISTA INTERNATIONAL INC. KING WORLD F.S.C. CORPORATION
(as agent FOR KING WORLD F.S.C. CORPORATION)
By /s/ Signed By /s/ STEPHEN W. PALLEY
Date 1/25/89 Date 1/25/89
ACCEPTED AND AGREED TO:
LINTAS INTERNATIONAL LIMITED UNILEVER NV
(as agent FOR UNILEVER NV)
By /s/ LAWRENCE LAMATTINA By_______________________
Date Jan. 17, 1989 Date_____________________
15
CONFIDENTIAL TREATMENT
EXHIBIT A
Attached to and forming a part of the June 2, 1988 Letter of Agreement between
LINTAS INTERNATIONAL LIMITED
and
BUENA VISTA INTERNATIONAL, INC.
WHEEL OF FORTUNE and JEOPARDY LICENSE FEE SCHEDULE
(Royalty Payment in U.S. Dollars Per Episode Per Telecast)
Per Calendar Year
16
[KING WORLD LOGO]
As of June 13, 1989
UNILEVER BV
c/o Lintas International Limited
One Dag Hammarskjold Plaza
New York, New York 10017
RE: LICENSE TO PRODUCE AND TELECAST TELEVISION SERIES BASED ON
"WHEEL OF FORTUNE" AND "JEOPARDY!"
Ladies/Gentlemen:
This letter, when accepted by you, shall constitute an amendment to the
agreement dated June 2, 1988 (the "Agreement") between King World F.S.C.
Corporation ("King World") and UNILEVER BV.
1. Notwithstanding paragraph 1(b) of the Agreement, KING WORLD authorizes
UNILEVER to sublicense the production by Canale 5 of episodes of WHEEL of
forty-five (45) minutes in duration for broadcast in Italy, San Marino and
Vatican.
2. Paragraph 2 of the Agreement is amended to read in its entirety as
follows:
"2. TERRITORY
The rights granted hereunder shall include all countries specified in
Territory A and if UNILEVER exercises its option pursuant to Paragraph 11
below, the countries included in Territory B. Territory A shall include
Albania, Andorra, Austria, Belgium, Bulgaria, Czechoslovakia, Denmark,
Finland, France, German Democratic Republic (GDR) (including East Berlin),
Federal Republic of Germany (FRG) (including West Berlin), Greece, Hungary,
Iceland, Ireland, Italy, Liechtenstein, Luxembourg, Malta, Monaco,
Netherlands, Norway, Poland, Portugal, Romania, San Marino, Spain, Sweden,
Switzerland, Union of Soviet Socialist Republics (USSR), United Kingdom
(only for WHEEL; the rights to JEOPARDY are specifically excluded), Vatican
and Yugoslavia. Notwithstanding the foregoing, the rights granted
hereunder with respect to WHEEL in German Democratic Republic, Federal
Republic of Germany, Austria, Switzerland, Luxembourg,
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Page 2
June 13, 1989
Lintas International
Liechtenstein, South Tirol, Czechoslovakia, Hungary, Romania and Poland
shall be limited to versions of such Series in languages other than German.
Territory B shall include the entire world excluding the Territory A
countries, Australia and New Zealand (for WHEEL only), Canada, the United
States of America including the Commonwealth of Puerto Rico (but excluding
its other territories and possessions) and Bermuda."
3. The episodic royalties set forth in Exhibit A with respect to productions
of WHEEL in Ireland during 1988, 1989 and 1990 are replaced by the phrase "NA."
4. The phrase "the United Kingdom" appearing on the second and sixth lines of
the second paragraph of Paragraph 3 of the Agreement is amended to read "the
United Kingdom and Ireland," and the word "August" appearing in such sixth line
is amended to read "January."
5. UNILEVER acknowledges that is has not exercised the option contemplated by
paragraph 11 of the Agreement.
6. UNILEVER may satisfy its obligations under paragraph 17 of the Agreement by
complying with the following procedures:
(a) A production "bible" for each WHEEL and JEOPARDY! shall be created by
UNILEVER for the approval of MGE. KING WORLD confirms that the "bible"
created for the French (TF-1) version of WHEEL is pre-approved for use in
the production of such Series in the other countries of the Territory.
(b) MGE shall have prior approval over each of the following elements of each
Series in each country of the Territory:
i. Title
ii. Rules
iii. The use and role of the hosts(s) in the Series; UNILEVER need not
obtain MGE's approval over the actual identity of the host in
any version of either Series.
iv. Photos or artists' renditions of:
Set Design
Lighting Design
Graphic Design
Decorations
Colors
Equipment
18
Page 3
June 13, 1989
Lintas International
Elements prepared for approval by MGE shall be sent by UNILEVER to KING
WORLD, Attention: Fred M. Cohen (or such other individual as may be
designated by KING WORLD) for forwarding to the appropriate persons at MGE.
Upon MGE's approval or KING WORLD'S receipt from MGE of requested changes,
KING WORLD shall directly contact Larry Lamattina, Doug Gluck or any other
individual designated by UNILEVER to relay such approval or changes. A
production of either Series produced consistent with such elements, in the
form approved by MGE, shall be deemed a "prototype" for purposes of
paragraph 1(a) of the Agreement.
(c) UNILEVER shall furnish KING WORLD with a VHS cassette (any format) of the
pilot show for each Series in each country of the Territory, as well as one
cassette of each such Series during each calendar quarter that such Series
is in production.
7. UNILEVER acknowledges that, as members of the Interpublic Group of
Companies, Lintas: Worldwide and E.C. Television may act as UNILEVER'S
administrators and as UNILEVER'S agents in UNILEVER'S performance of this
agreement.
8. E.C. Television is designated as UNILEVER'S direct liaison with KING WORLD
and its licensors. KING WORLD, on behalf of itself and its licensors, agrees
that all approvals called for in paragraphs 1(e), 1(g), and 17 of the Agreement
and of paragraph 6(c) of this letter of amendment dated June 13, 1989 shall be
given within 20 business days following receipt by KING WORLD of the applicable
request for approvals and all accompanying materials (or 20 business days
following the complete execution of this letter, if later); UNILEVER shall, in
this connection, cause a copy of each such request and materials to be sent
simultaneously to Merv Griffin Enterprises. KING WORLD'S failure to respond
within such 20-day period shall constitute its consent.
19
9. Except as expressly modified hereby, the Agreement remains in full force and
effect.
Very truly yours,
KING WORLD F.S.C. CORPORATION
By:
-----------------------
Dated:
-----------------------
ACCEPTED:
UNILEVER BV
By: LINTAS INTERNATIONAL LIMITED
By:
-------------------------------
Date:
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