In consideration of the mutual covenants herein
contained, and of other good and valuable consideration, receipt
of which is duly mutually acknowledged, the parties hereto
have agreed and do hereby agree as follows:
1. Licensor hereby grants to Licensee, and Licensee hereby
accepts, a license to exhibit programs of one-half (1/2) hour
in length involving competing high schools, to be produced
by Licensee based upon the television program format, concept
and materials owned by the College Bowl Company (hereafter
referred to as "the Programs"), for one-time use
or as specified otherwise hereunder, subject to and in accordance
with the following conditions and restrictions:
Title of Program: [INSERT TITLE OF PROGRAM]
Station or Exhibitor and City: [INSERT STATION AND CITY OR
N/A FOR NON-BROADCAST CLIENTS)]
Number of Programs or Game Packets:
[INSERT #TV] Television Programs (Free, Cable, Public, Closed
Circuit)
[INSERT #RB] Re-Broadcasts
[INSERT #RA] Radio Programs
[INSERT #NB] Non-Broadcast Game Packets
2. Licensor agrees to furnish to Licensee a description of
the format of the Programs. Licensee shall not depart from
such format or any element or feature thereof without the
prior written consent of Licensor in each in-stance.
3. Upon prior written request, Licensor shall furnish the
services of a Production Consultant, to supervise the preparation
of the Programs prior to the initial exhibition thereof, at
Licensee's sole cost.
4. Licensor shall furnish to Licensee, or arrange to be furnished
to Licensee, the specified number of game packets for use
in the Programs, and Licensor will use reasonable effort to
supply such packets of questions and answers to Licensee at
least two (2) weeks prior to the scheduled date(s), as provided
by Licensee on the annual schedule. Any and all changes in
said annual schedule must be communicated to Licensor, in
writing, at least three (3) weeks before such contemplated
schedule modification.
5. Game packets of questions and answers for use in the Programs
are prepared exclusively by Licensor or an agent of its designation.
Licensee acknowledges the exclusive right of Licensor to determine
the number of questions, level of difficulty, subject matter
and other factors in the preparation of question packets.
Licensee further acknowledges that the discarding of question(s)
from the game packet(s) may result in an insufficient number
of questions for the scheduled length of the Program(s) and
that Licensee does so at its own risk. Furthermore, Licensee
will not use any questions other than those supplied by Licensor
without the prior written consent of Licensor in each instance.
Licensee acknowledges that Licensor is the copyright owner
of the game packets and agrees that the game packets may not
be copied, reproduced, or used for any other purposes than
expressly permitted hereunder, without the written consent
of Licensor. Licensee agrees to promptly destroy all game
packets upon termination of this Agreement.
6. The game packets may be used for the licensed Programs
only, and Licensee represents that neither the game packets
or any questions or answers therein will be made available
or disclosed to any contestants or their advisors or any other
parties except appropriate Licensee personnel.
7. TV and Radio licensee may request Licensor to furnish
additional game packets for non-broadcast use prior to the
scheduled Programs, for purposes such as practice and elimination
rounds. Such request shall be in writing, shall set forth
the proposed use of the packets, and shall be sent to Licensor
at least three (3) weeks prior to the date of intended use.
Licensor reserves the right to reject such request on the
basis of non-availability of additional game packets. If Licensor
approves Licensee's proposed use, Licensee agrees to pay the
additional non-broadcast fee as provided herein and to comply
with all provisions hereunder governing the game packets furnished
for use on the Program.
8. All prizes to be awarded in the exhibition hereunder shall
be secured by and the sole responsibility of Licensee. In
no event shall Licensee claim or imply, directly or indirectly,
that Licensor endorses any such prize.
9. Licensee's Program will carry the following disclaimer
and credit (on full screen for television broadcasts):
"HIGH SCHOOL BOWL" (or the title of your program)
is the copyrighted and proprietary format of the College Bowl Company This program may not be reproduced, in whole
or in part, without the express written consent of the College Bowl Company"
10. Licensor shall have the right to arrange for sources
and certification of questions and answers and may change
the name of the authenticator at any time and, upon notification,
Licensee will carry a credit to said authenticator in all
exhibitions.
11. Licensee acknowledges that Licensor is the sole owner
and copyright and service mark proprietor of the for-mat,
concept, materials, and title of the Programs and agrees that
it will not use or authorize others to use the format, concept,
materials or title of the Programs for any purpose or in any
connection other than as expressly permitted hereunder.
Without limiting the generality of the foregoing, Licensee
is prohibited from exhibiting or authorizing others to exhibit
any radio or television program or series, whether live, filmed,
videotaped, or otherwise recorded, or other performance which
is similar in format, concept, and/or content to the Programs
or uses the title thereof. Licensee may not use any similar
format or concept involving school quiz competitions for a
period of five (5) years following the expiration of the term
of this License.
Notwithstanding the foregoing, Licensee may at no time use
any of Licensor's copyrights or service marks without Licensor's
written consent or present or authorize others to present
any program substantially similar to the Program.
12. At Licensor's request, all TV licensees shall furnish
to Licensor, annually, without charge, one (1) videotape of
the content of one episode of the Program, and copies of sample
advertising and promotional materials issued by or under the
control or authority of Licensee or sponsor(s).
13. Except for the elements and materials to be furnished
by Licensor hereunder, Licensee shall be solely responsible
to employ, secure and pay for all other elements, materials,
personnel, facilities and services involved in the broadcasts
or exhibitions, and Licensee shall defend, indemnify and hold
harmless Licensor in connection therewith.
14. In consideration of this license, Licensee shall pay
to Licensor:
[INSERT $TV] for each scheduled Program (includes one game
packet per Program)
[INSERT $RB] for each subsequent Re-Broadcast of each Program
[INSERT $RA] for each scheduled Radio Program (including one
game packet per Program)
[INSERT $NB] for each Non-Broadcast game packet furnished
The whole of the license fee is due and payable upon execution
of this Agreement. At Licensor's election, payment of the
license fees may be made in installments, in which case billing
will be issued in three (3) installments:
( i) with copies of this Agreement, payment for which to
be returned with one fully executed copy of this Agreement.
( ii) at the mid-point of the taping of the series of scheduled
Programs.
(iii) at the conclusion of the taping of the scheduled Programs.
Licensee will make such payments within ten (10) days of
receipt of each invoice. All payments made by Licensee hereunder
shall be paid directly to and in the name of COLLEGE BOWL
COMPANY, 5900 Canoga Ave., Suite 100, Woodland Hills,
CA 91367.
All licenses are subject to payment for the entire sum, regardless
of whether all individual episodes of the series of Programs
are exhibited or non-broadcast game packets used.
15. Except as herein specifically provided for publicity
purposes, Licensee shall not use the names of any of the above-mentioned
titles of the Program for any purpose without the prior express
approval of the Licensor.
16. Licensee covenants and warrants that it will not telecast,
radio broadcast or exhibit the Programs except over the facilities
listed above and shall not broadcast or rebroadcast or exhibit
the Program beyond any cut-off dates or in excess of the maximum
number of showings which Licensee is permitted to have. Licensee
is prohibited from permitting or allowing the broadcast or
exhibition of the Programs by any other party or over any
other facilities.
17. If a claim is made by any person, firm or corporation
which is not a party to this Agreement, respecting Licensor's
rights hereunder, or if for any reason Licensor shall not
have the right to license the property hereunder, Licensor
may terminate this Agreement and Licensee shall and does waive
all claims for damages arising therefrom. If for any reason
beyond Licensor's direct control, Licensor is prevented from
performing any of its obligations hereunder, Licensee shall
and does waive all claims for damages and all other claims
arising therefrom.
18. Any and all disputes which shall arise under or with
respect to this Agreement shall be submitted to a court of
competent jurisdiction in the State of California, except
that, at the sole discretion of Licensor, Licensor may take
such action as it may desire to secure and enforce payment
of license fees and to enforce its copyrights, service marks,
and other proprietary rights.
19. This Agreement shall be construed under the Laws of the
State of California. This Agreement may not be modified, altered
or waived, in whole or in part, except by written instrument
executed by both parties. A waiver by either party of any
breach or default by the other party may not be construed
as a waiver of any other breach or default of such party.
Should any provision of this Agreement be held to be invalid
or unenforceable, same shall not affect the validity or enforceability
of the other terms of this Agreement, which shall remain in
full force and effect.
This Agreement is complete and embraces the entire understanding
between the parties, all prior under-standings in connection
with the subject matter herein contained, either oral or written,
having been merged herein.
Whenever notice is required to be given or may appropriately
be sent hereunder, such notice shall be in writing and shall
be sent to the person or parties to whom intended at their
addresses herein stated.
20. Additional Provisions: [INSERT ADDL PROVISIONS]
IN WITNESS WHEREOF, the parties have executed this License
Agreement on the day and year first above written. |
