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Allen, Louise
From: Ballance Ellis, ShelleySent: Thursday, September 19, 2013 2:32 PMTo: Woeckener, Ellen; Galloway, Teresa; Kiefer, SarahCc: Zechowy, Linda; Allen, Louise; Luehrs, Dawn; Barnes, Britianey; Diaz, Monique; Lee,
Shannon; Broffman, LisaSubject: RE: MLB Letter Agreement - PRIVILEGED COMMUNICATION - Jeopardy
Thank you Ellen!
From: Woeckener, Ellen Sent: Thursday, September 19, 2013 10:53 AM To: Ballance Ellis, Shelley; Galloway, Teresa; Kiefer, Sarah Cc: Zechowy, Linda; Allen, Louise; Luehrs, Dawn; Barnes, Britianey; Diaz, Monique; Lee, Shannon; Broffman, Lisa Subject: RE: MLB Letter Agreement - PRIVILEGED COMMUNICATION - Jeopardy Hi Shelley: My apologies! I will look at this ASAP. e Ellen J. Woeckener Sony Pictures Entertainment Manager, Script Clearances 10202 W. Washington Blvd. Thalberg Room 1212 Culver City, CA 90232 310-244-6539 310-990-0433 (cell) 310-244-1465 (fax)
From: Ballance Ellis, Shelley Sent: Tuesday, September 17, 2013 4:29 PM To: Woeckener, Ellen; Galloway, Teresa; Kiefer, Sarah Cc: Zechowy, Linda; Allen, Louise; Luehrs, Dawn; Barnes, Britianey; Diaz, Monique; Lee, Shannon; Broffman, Lisa Subject: RE: MLB Letter Agreement - PRIVILEGED COMMUNICATION - Jeopardy Hi Ellen, Time is flying isn’t it … Just checking in regarding how to proceed with requests for materials from MLB. Please advise. Thank you! Shelley Shelley Ballance Ellis ‐ 310‐244‐3376 ph / 310‐244‐0060 fax *********************************************************************************************************
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Allen, Louise
From: Ballance Ellis, ShelleySent: Wednesday, August 21, 2013 8:07 PMTo: Woeckener, Ellen; Galloway, Teresa; Kiefer, SarahCc: Zechowy, Linda; Allen, Louise; Luehrs, Dawn; Barnes, Britianey; Diaz, Monique; Lee,
Shannon; Broffman, Lisa; Griffith, KarenSubject: RE: MLB Letter Agreement - PRIVILEGED COMMUNICATION - Jeopardy
Thank you Ellen! The Producers are going to discuss. … more to come! Thank you! Shelley Shelley Ballance Ellis ‐ 310‐244‐3376 ph / 310‐244‐0060 fax ********************************************************************************************************* This electronic message contains information from Quadra Productions, Inc. which may be confidential or privileged. If you are not the intended recipient, be aware that any disclosure, copying, distribution or use of the contents of this message is strictly prohibited. If you have received this electronic message in error, please notify the sender immediately, then delete all copies. Thank you! Shelley
From: Woeckener, Ellen Sent: Wednesday, August 21, 2013 4:54 PM To: Galloway, Teresa; Kiefer, Sarah; Ballance Ellis, Shelley Cc: Zechowy, Linda; Allen, Louise; Luehrs, Dawn; Barnes, Britianey; Diaz, Monique; Lee, Shannon; Broffman, Lisa Subject: RE: MLB Letter Agreement - PRIVILEGED COMMUNICATION - Jeopardy Hi Sarah and Shelley: I’m leaving on vacation and won’t return until Tuesday. We do have some issues with this Agreement as we are not licensing trademarks. Robin Jaffe and I have discussed this and I’m thinking of a way to creatively get rid of that from their Agreement. Can this please wait until I return on Tuesday? Thanks, e Ellen J. Woeckener Sony Pictures Entertainment Manager, Script Clearances 10202 W. Washington Blvd. Thalberg Room 1212 Culver City, CA 90232 310-244-6539 310-990-0433 (cell) 310-244-1465 (fax)
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Allen, Louise
From: Ballance Ellis, ShelleySent: Tuesday, August 20, 2013 12:35 PMTo: Allen, Louise; Kiefer, Sarah; Galloway, TeresaCc: Zechowy, Linda; Luehrs, Dawn; Barnes, Britianey; Diaz, Monique; Lee, Shannon; Broffman,
LisaSubject: Re: MLB Letter Agreement - PRIVILEGED COMMUNICATION - Jeopardy
Yes! That is correct. This message was composed on my teeny tiny Blackberry keyboard. Please pardon typos or other cyber-oddities. Thank you!
From: Allen, Louise To: Kiefer, Sarah; Ballance Ellis, Shelley; Galloway, Teresa Cc: Zechowy, Linda; Luehrs, Dawn; Barnes, Britianey; Diaz, Monique; Lee, Shannon; Broffman, Lisa Sent: Tue Aug 20 09:19:28 2013 Subject: RE: MLB Letter Agreement - PRIVILEGED COMMUNICATION - Jeopardy
Shelley … I think this is still the draft I approved on May 30. Is that correct? Louise
From: Kiefer, Sarah Sent: Monday, August 19, 2013 7:01 PM To: Ballance Ellis, Shelley; Galloway, Teresa Cc: Zechowy, Linda; Allen, Louise; Luehrs, Dawn; Barnes, Britianey; Diaz, Monique; Lee, Shannon; Broffman, Lisa Subject: FW: MLB Letter Agreement - PRIVILEGED COMMUNICATION - Jeopardy Hi Shelley, Please discuss the attached with Teresa Galloway to ensure that studio protocols are being followed with MLB, as we discussed previously. Thanks. Best regards, Sarah
From: Ballance Ellis, Shelley Sent: Friday, August 16, 2013 6:01 PM To: Kiefer, Sarah Cc: Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Diaz, Monique; Lee, Shannon; Broffman, Lisa; Allen, Louise Subject: FW: MLB Letter Agreement - PRIVILEGED COMMUNICATION - Jeopardy Hi Sarah, J! Season 30 episodes begin taping next week. J! REQ #68438 requires us to contact MLB. Please advise regarding how best to proceed. Are we permitted to forward the attached paperwork to MLB? Please advise.
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Allen, Louise
From: Galloway, TeresaSent: Monday, August 19, 2013 7:12 PMTo: Kiefer, Sarah; Ballance Ellis, ShelleyCc: Zechowy, Linda; Allen, Louise; Luehrs, Dawn; Barnes, Britianey; Diaz, Monique; Lee,
Shannon; Broffman, Lisa; Woeckener, EllenSubject: RE: MLB Letter Agreement - PRIVILEGED COMMUNICATION - Jeopardy
I am copying Ellen Woeckener, who is working on our MLB agreements.
From: Kiefer, Sarah Sent: Monday, August 19, 2013 4:01 PM To: Ballance Ellis, Shelley; Galloway, Teresa Cc: Zechowy, Linda; Allen, Louise; Luehrs, Dawn; Barnes, Britianey; Diaz, Monique; Lee, Shannon; Broffman, Lisa Subject: FW: MLB Letter Agreement - PRIVILEGED COMMUNICATION - Jeopardy Hi Shelley, Please discuss the attached with Teresa Galloway to ensure that studio protocols are being followed with MLB, as we discussed previously. Thanks. Best regards, Sarah
From: Ballance Ellis, Shelley Sent: Friday, August 16, 2013 6:01 PM To: Kiefer, Sarah Cc: Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Diaz, Monique; Lee, Shannon; Broffman, Lisa; Allen, Louise Subject: FW: MLB Letter Agreement - PRIVILEGED COMMUNICATION - Jeopardy Hi Sarah, J! Season 30 episodes begin taping next week. J! REQ #68438 requires us to contact MLB. Please advise regarding how best to proceed. Are we permitted to forward the attached paperwork to MLB? Please advise. Thank you! Shelley Shelley Ballance Ellis ‐ 310‐244‐3376 ph / 310‐244‐0060 fax ********************************************************************************************************* This electronic message contains information from Quadra Productions, Inc. which may be confidential or privileged. If you are not the intended recipient, be aware that any disclosure, copying, distribution or use of the contents of this message is strictly prohibited. If you have received this electronic message in error, please notify the sender immediately, then delete all copies. Thank you!
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Allen, Louise
From: Ballance Ellis, ShelleySent: Thursday, June 27, 2013 3:55 PMTo: Kiefer, SarahCc: Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Diaz, Monique; Lee, Shannon; Broffman,
Lisa; Allen, LouiseSubject: RE: MLB Letter Agreement - PRIVILEGED COMMUNICATION - JeopardyAttachments: MLB Agreement word doc 5 29 13 incl sbe and rm comments.docx; Major League Baseball -
Jeopardy (RM).pdf
Just checking in regarding the MLB Agreement. As you know, the upcoming JEOPARDY! season is fast approaching. We will definitely need to have an Agreement in place with MLB prior to the beginning of the season (which begins taping in August 2013). Please advise. Thank you! Shelley Shelley Ballance Ellis ‐ 310‐244‐3376 ph / 310‐244‐0060 fax ********************************************************************************************************* This electronic message contains information from Quadra Productions, Inc. which may be confidential or privileged. If you are not the intended recipient, be aware that any disclosure, copying, distribution or use of the contents of this message is strictly prohibited. If you have received this electronic message in error, please notify the sender immediately, then delete all copies. Thank you!
From: Allen, Louise Sent: Thursday, May 30, 2013 11:59 AM To: Ballance Ellis, Shelley; Kiefer, Sarah Cc: Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Diaz, Monique; Lee, Shannon; Broffman, Lisa Subject: RE: MLB Letter Agreement - PRIVILEGED COMMUNICATION - Jeopardy OK with Risk Mgmt. Thanks, Louise
From: Ballance Ellis, Shelley Sent: Wednesday, May 29, 2013 8:47 PM To: Allen, Louise; Kiefer, Sarah Cc: Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Diaz, Monique; Lee, Shannon; Broffman, Lisa Subject: RE: MLB Letter Agreement - PRIVILEGED COMMUNICATION - Jeopardy Attached please find a Word doc of the MLB Agreement that is believed to notate all of the previously noted comments provided on behalf of Quadra Productions, Inc. Please review this Word doc to confirm that this version is revised enough. Risk Management – The pdf includes RM’s previously noted comments (hopefully having easy access to both versions makes the review process easy).
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Legal – The language in Paragraphs 3.(c), 9, 10 and 13 appears to be language that has been previously deemed acceptable, please review the noted paragraphs and confirm that this is still the case. Please be sure to also review the noted revisions to Paragraph 11 and the deletion of [what was] Paragraph 14, then please advise. Thank you! Shelley Shelley Ballance Ellis ‐ 310‐244‐3376 ph / 310‐244‐0060 fax ********************************************************************************************************* This electronic message contains information from Quadra Productions, Inc. which may be confidential or privileged. If you are not the intended recipient, be aware that any disclosure, copying, distribution or use of the contents of this message is strictly prohibited. If you have received this electronic message in error, please notify the sender immediately, then delete all copies. Thank you! Thanks! Shelley
From: Allen, Louise Sent: Tuesday, February 12, 2013 1:24 PM To: Ballance Ellis, Shelley; Kiefer, Sarah Cc: Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Diaz, Monique; Lee, Shannon; Broffman, Lisa Subject: RE: MLB Letter Agreement - PRIVILEGED COMMUNICATION - Jeopardy See changes from Risk Mgmt. I didn’t change the indemnity language as it was almost identical to the language used in the prior agreement. The insurance provisions were new and contained multiple “deal breakers”. The original language regarding notice of cancellation, deductibles, claims‐made policies and insurance obligations of our licensees were unacceptable. Thanks, Louise
From: Allen, Louise Sent: Tuesday, February 12, 2013 3:35 PM To: Ballance Ellis, Shelley; Kiefer, Sarah Cc: Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Diaz, Monique; Lee, Shannon; Broffman, Lisa Subject: RE: MLB Letter Agreement - PRIVILEGED COMMUNICATION - Jeopardy Shelley … I am waiting for our e&o broker to confirm a couple of points. Once I hear from him, I will forward Risk Mgmt’s changes. Thanks, Louise
From: Ballance Ellis, Shelley Sent: Wednesday, February 06, 2013 8:33 PM To: Kiefer, Sarah; Allen, Louise
December 21, 2012 Ms. Shannon Lee Shelley Ballance Ellis Quadra Productions, Inc. 10202 W. Washington Blvd. Culver City, CA 90232 Dear Ms. LeeEllis :
This letter, when fully executed, shall constitute the agreement (“Agreement”) between Major League Baseball Properties, Inc. ("MLBP") and the individual/entity identified in Schedule A ("Licensee") with respect to the licensing by MLBP of certain rights owned or controlled by MLBP as agent for the Office of the Commissioner of Baseball (the “BOC”) and the thirty Major League Baseball clubs (each a “Club” and collectively the “Clubs”). Our Agreement is as follows:
1) License Grant
. MLBP grants to Licensee the non-exclusive, worldwide and perpetual right to use in any and all media (known or unknown) in connection with the television program specified in Schedule B (the "TV Program") (a) the Club names, logos, trademarks and uniform marks identified in Schedule C; (b) the ballpark names, logos and images identified in Schedule C; and/or (c) such other Major League Baseball-related trademarks owned or controlled by MLBP identified in Schedule C (each a “Mark” and collectively the “Marks”). The Marks shall only appear in the TV Program in the manner described in Schedule D and/or as otherwise pre-approved in writing by MLBP, and such use may be depicted in perpetuity, universe-wide, in any and all media (known or unknown). as set forth below. Licensee agrees that any item that appears in the TV Program and bears a Mark must be officially licensed Major League Baseball merchandise.
2) Compensation
. In consideration of the rights granted to Licensee by MLBP hereunder, Licensee shall pay to MLBP the amount set forth in Schedule E within fifteen thirty (1530) days of its receipt of an invoice.
3) MLBP Approval Rights
.
(a) Prior to Licensee’s use of Mark(s) in the TV Program, MLBP must shall have the right to approve in writing the manner in which the MLB Marks are used in a the TV Program synopsis (“Synopsis”) provided by Licensee that also summarizes the TV Program scenes in which Mark(s) will be featured (each a “Scene”). Licensee acknowledges that it will not use Marks in the TV Program if the MLBP approval required pursuant to this Paragraph 3(a) is not granted in writing by MLBP. as described in the letter forwarded to MLBP, and noted in the Schedule F of this Agreement.
(b) No Scene shall portray (whether by display or verbal reference) nudity, gangs, group
violence, sex, vulgarity, gambling, physical abuse, drug use or murder.
(c)
(c) Immediately upon the conclusion of post-production of the TV Program and prior to any public exhibition thereof, Licensee will provide the TV Program to MLBP, in a format requested by MLBP (e.g., DVDs, Quick Time files, etc.), so that MLBP can ensure Licensee’s adherence to the terms of this Agreement. MLBP shall be entitled to show the Scenes internally to any Major League Baseball affiliate, licensee and/or sponsor, auditors and attorneys. To the extent that MLBP desires to use the Scenes for any commercial purpose, it shall first obtain the written consent of Licensee. Licensee agrees that its failure to respond to MLBP within two (2) business days of its receipt of such a request shall be deemed an approval of MLBP’s proposed commercial use of such Scenes.
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(d) MLBP acknowledges that it has agreed to waive its right to seek an injunction for a breach of this Agreement by Licensee and Licensee acknowledges and agrees that such waiver is based solely on Licensee’s representation and warranty, on which MLBP relies, that (i) no alteration of the approved Synopsis use shall occur, including in post-production, (ii) all uses of the Marks shall be as set forth herein, and (iii) any advertising or marketing for the TV Program utilizing such Marks shall be in-context only (i.e., depicted only as approved for use in the TV Program and with the same (not greater) prominence or focus) and comply with Paragraph 4 below. Subject to the following sentence, in the event that Licensee breaches any of the terms and conditions of this Agreement, MLBP shall notify provide Licensee with written notice that the use of the Mark(s) in the Program is offensive to MLBP, and provide Licensee with specific instructions and reasonable opportunity to cure; in the event that Licenseee fails to remedy the offensive portion of the Program, within thirty (30) days from receipt of such notification then of said breach, and if Licensee shall fail to cure said breach within fifteen (15) days from receipt of such notification, MLBP shall be entitled to pursue all remedies at law; however, in respect of the initial telecast of the Program, MLBP agrees not to seek equitable relief enjoining such initial telecast but may thereafter seek an injunction in respect to future broadcasts (reruns or otherwise.). The parties agree that if any of the Licensee representations in (i)-(iii) of this subparagraph are untrue, MLBP shall have the right to seek all available remedies for any breach of this Agreement by Licensee.
4) Promotional Rights
. Any promotional use of the Mark(s) in print, broadcast or theatrical (e.g., trailers) media shall require MLBP pre-approval in writing, but any such promotional use shall not require the payment of an additional fee to MLBP if such publicity or advertising features such Mark(s) in a manner that MLBP deems to be in-context (i.e., depicted only as pre-approved in writing by MLBP for the specific use in the TV Program and with the same (not greater) prominence or focus) and is not being used to promote any third party product or service. Any TV Program third party commercial tie-in that in any way relates to the Mark(s) shall be subject to MLBP's separate prior written approval and the payment of an additional fee to be agreed upon in good faith by MLBP and Licensee. Licensee acknowledges and agrees that no advertisement or promotion relating to the TV Program shall slander or defame MLBP and/or the Club(s) or any other Major League Baseball-affiliated entity.
5) Intellectual Property Rights
. The Marks are the property of the respective Major League Baseball entities. Licensee acknowledges that it will not acquire any rights to a Mark by reason of its use thereof and that all uses of a Mark inure to the benefit of MLBP and/or the applicable Major League Baseball entity.
6) Third Party Rights
. The license granted herein conveys no rights to utilize the names or likenesses of actual persons in the TV Program. In the event certain characters in the TV Program are portrayed as owners, employees, or other persons associated with a Club, or any other Major League Baseball entity, Licensee shall include a disclaimer substantially similar or identical to the following in the end titles of the TV Program: "The characters depicted in this television program are fictitious and no resemblance to any actual individual, living or dead, is intended."
7) MLB Game or Activity
.
(a) Nothing contained herein shall be construed as a grant of permission to enter into any Major League Baseball ballpark, Spring Training ballpark, Arizona Fall League ballpark or any other Major League Baseball facility (each an “MLB Facility”). Licensee must execute a separate agreement with the appropriate Club or, with respect to Major League Baseball All-Star Week ballpark events and postseason games (collectively “Jewel Events”), with MLBP, authorizing entry into an MLB Facility and granting permission to tape, film, or otherwise record (i) any
fictional event at an MLB Facility, and/or (ii) any actual (non-fictional) event that is created, operated or otherwise controlled by MLBP and/or the applicable Club, including, without limitation, game play, player interviews, on-field baseball events and celebrations, and/or related activities, including any activity in an MLB Facility on a game day (“MLB Game or Activity Footage”).
(b) Licensee acknowledges and agrees that the rights to such MLB Game or Activity
Footage are not licensed herein and may be used only pursuant to, and in accordance with, a separate agreement with the applicable Club (for MLB Game or Activity Footage used only within that Club’s Home Television Territory) and/or with MLBP (for any use of MLB Game Activity Footage of Jewel Events and/or for use of any MLB Game or Activity Footage outside the Club’s Home Television Territory).
(c) Licensee will not obtain any copyright rights or other proprietary rights in the MLB Game or
Activity Footage or in accounts and descriptions of any Major League Baseball game or activity; the applicable Club and/or MLBP will own and control all rights therein. To the extent that Licensee obtains any rights in or to MLB Game or Activity Footage, Licensee must irrevocably assign such rights to the applicable Club or MLBP. Licensee must cooperate as necessary to effectuate such assignment.
Intentionally omitted.
8) Indemnity and Insurance
.
(a) Licensee agrees to indemnify, defend and hold MLBP, the BOC, the Clubs, The MLB Network, LLC, MLB Advanced Media, L.P., Major League Baseball Enterprises, Inc. and their respective affiliated entities, owners, officers, employees and agents, harmless from and against any liabilities, costs and expenses (including reasonable attorneys' fees) resulting from or arising out of Licensee's acts or omissions in connection with the TV Program. MLBP agrees to indemnify, defend and hold Licensee harmless from and against any liabilities, costs and expenses (including reasonable outside attorneys' fees) sustained by Licensee as a result of or arising out of any claims or suits challenging MLBP's right to license the Mark(s), when used as approved.
(b) In connection with the rights granted by MLBP in Paragraph 1 above, Licensee (or
Licensee’s payroll services company as respects (8)(b)(i) below) must obtain and continuously maintain, at its sole expense, insurance coverage with terms and conditions and limits that are reasonable and prudent in the context of its business in general and this Agreement in particular, but in no event less than those specified below. Furthermore, if Licensee assigns or licenses the TV Program in accordance with Paragraph 13 below, Licensee must cause the individual or entity to whom it assigns or licenses such rights to maintain, at their own expense, insurance coverage with terms and conditions and limits that are reasonable and prudent but in no event less than those specified below. In the event that any required insurance is written on a claims-made basis and the policy or policies are not renewed with the same insurance carrier, then Licensee’s extension of such coverage shall be obtained starting with the expiration date of the original policy or policies to cover claims that occurred during the period of the original policy or policies. In the event that any insurance is written on a ‘claims made’ basis, Extended Reporting coverage will be required for a period of 36 months following expiration or termination of the policy or the Agreement, whichever is earlier. Upon request, Licensee will furnish certification of Extended Reporting coverage as described or continuous “claims made” liability coverage for 36 months following expiration or termination of the policy or the Agreement, whichever is earlier. Continuous “claims made” coverage will be acceptable in lieu of Extended Reporting coverage, provided its retroactive date is on or before the effective date of this Agreement.
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(i) Workers’ Compensation (or its equivalent in the country of Licensee) in
compliance with state statutory laws, including Employers’ Liability, with minimum limits of:
$1,000,000 Each Accident; $1,000,000 Disease - Each Employee; $1,000,000 Disease - Policy Limit.
(ii) An Insurance Services Office occurrence based Commercial General
Liability Insurance Policy, including but not limited to contractual liability, personal injury liability, advertising injury liability, and products/completed operations liability coverage, with minimum limits of:
$1,000,000 Each Occurrence; $2,000,000 General Aggregate; $2,000,000 Products/Completed Operations Aggregate.
(iii) Commercial Automobile Liability Insurance, covering owned, non owned,
leased or hired automobiles, with a minimum combined single limit of $1,000,000 Each Accident.
(iv) Errors & Omissions Liability/Miscellaneous Professional Liability Insurance, with a minimum limit of $10,000,000 Each Claim to cover intellectual property claims including infringement of trademark, copyright, trade name and/or trade dress and rights of publicity claims.
(v) Excess Umbrella Liability Insurance, in excess of 8(b)(i), (ii) and (iii) above, with minimum limits of:
$10,000,000 Each Occurrence; $10,000,000 General Aggregate.
All insurance policies must be issued by an admitted insurance carrier with an
A.M. Best rating of A-8 or better and name Major League Baseball Properties, Inc., the Office of the Commissioner of Baseball, its Bureaus, Committees, Subcommittees and Councils, The MLB Network, LLC, MLB Advanced Media, L.P., Major League Baseball Enterprises, Inc., the thirty Major League Baseball Clubs, and each of their respective subsidiaries or affiliated entities, any entity which, now or in the future, controls, is controlled by, or is under common control with the Clubs or the BOC, and its and their directors, officers and employees as additional insureds (“Additional Insureds”) under the Commercial General Liability (using ISO Form CG 2010 or its equivalent), Commercial Automobile Liability and Excess Umbrella Liability Policies. All liability insurance policies must contain Cross Liability Endorsements or their equivalents. Further, coverage for the Additional Insureds shall apply on a primary basis irrespective of any other insurance, whether collectible or not, as respects Licensee’s indemnity obligations hereunder. Licensee shall be responsible for payment of deductibles or self-insured retentions under its policies. No policy shall contain a self-insured retention. No policy shall contain a deductible in excess of $25,000 and any/all deductibles shall be the sole responsibility of the Licensee and shall not apply to MLBP. All policies shall be endorsed to provide a waiver of subrogation in favor the Additional Insureds, as respects Licensee’s indemnity obligations hereunder. Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance
with the policy provisions. On or before the effective date of any cancellation or termination, Licensee shall replace the applicable policy of insurance with another policy of insurance (and shall deliver to MLBP certificates of such insurance) in compliance with this paragraph. All policies shall be endorsed to provide that in the event of cancellation, non-renewal or material modification MLBP shall receive at least thirty (30) days written notice thereof. Licensee shall furnish MLBP with certificates of insurance evidencing compliance with all insurance provisions noted above prior to the initial airing of the TV Program.
9) Power and Authority
. MLBP represents and warrants that it has the full right, power and authority to enter into and perform this Agreement and to grant the license which is conveyed herein.
10) Severability
; Waiver; Execution. Each term must be considered separate, and if either such term is held invalid or unenforceable, the remaining term will be binding and enforceable. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all previous representations, understandings or agreements, oral or written, between the parties with respect to the subject matter hereof and shall not be modified except by a written document executed by both parties. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or electronic mail transmission shall be as effective as delivery of a manually executed counterpart hereof.
11) Choice of Law; Jurisdiction. This Agreement shall be governed by and construed pursuant to the laws of the State of New York, which shall be the sole jurisdiction for all disputes related to this Agreement. Any controversy or claim arising out of or relating to this Agreement, its enforcement, arbitrability or interpretation shall be submitted to final and binding arbitration, to be held before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. The arbitration shall be a confidential proceeding, closed to the general public. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. The parties will share equally in payment of the arbitrator’s fees and arbitration expenses and any other costs unique to the arbitration hearing (recognizing that each side bears its own deposition, witness, expert and attorneys’ fees and other expenses to the same extent as if the matter were being heard in court).
12) No Partnership
. This Agreement does not constitute and shall not be construed as constituting an agency, partnership or joint venture relationship between Licensee and MLBP and/or the Clubs. Licensee shall have no right to obligate or bind MLBP and/or the Clubs in any manner whatsoever.
13) No Assignment
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. This Agreement shall not be assignable by either party. Notwithstanding the foregoing, this paragraph shall not prohibit the assignment or license by Licensee of the TV Program for distribution in the normal course of business or to any entity with which Licensee merges or consolidates, or which acquires all or substantially all assets of Licensee for distribution, or which acquires the TV Program. This Agreement shall be binding upon and inure to the benefit of the parties and (as expressly permitted herein) their respective heirs, successors, licensees, and assigns.
14) Confidentiality
. Licensee shall regard and shall ensure that all of its employees regard as confidential and proprietary, all of the records, data or information communicated or disclosed to Licensee by MLBP or learned by Licensee in connection with Licensee's performance of this Agreement and all other confidential and proprietary information relating to the business or internal operation of MLBP or any other Major League Baseball-related entity, including all documents, written materials and other tangible property, including copies thereof, which are either marked as confidential or proprietary, provided that if Licensee becomes legally compelled to disclose any of such information, Licensee shall promptly notify MLBP so that MLBP may seek a protective order or other appropriate remedy and/or waive compliance with this Paragraph 14 (such information shall at all times be the property of MLBP). Under no circumstances and at no time shall Licensee directly or indirectly disclose, divulge, render, or offer any knowledge or information with respect to MLBP's confidential affairs or plans, except as explicitly authorized by MLBP or as required by law or court of competent jurisdiction. Licensee shall not under any circumstances remove any records, data or information from the premises of MLBP without the prior consent of MLBP. Licensee shall promptly return to MLBP all records and other materials and copies thereof with respect to MLBP upon MLBP's request. Licensee shall not use any non-public information regarding MLBP outside the scope of the services. Licensee may disseminate such information to its employees, if any, only on a "need-to-know" basis. Licensee shall cause each of its employees, agents, and representatives who has access to such information to comply with the terms and provisions of this Paragraph, with Licensee remaining responsible for the actions and disclosures of any such employees, agents, or representatives. Licensee acknowledges that any breach of this Paragraph by Licensee shall cause irreparable injury to MLBP for which MLBP would not have an adequate remedy at law. In the event of such breach, MLBP shall be entitled to any remedies it may have at law or in equity.
15) Miscellaneous
. Licensee represents and warrants that the name identified in Schedule A is the corporate name of Licensee, and is reflected as such in all corporate, legal and governmental filings. Licensee hereby agrees to the additional terms and conditions, if any, set forth in Schedule F, hereto.
Sincerely,
Robin Jaffe Senior Manager, Presence Marketing
Agreed to and accepted by: QUADRA PRODUCTIONS, INC. By: _______________________________ Title: ____________________________ MAJOR LEAGUE BASEBALL PROPERTIES, INC., as agent for the Office of the Commissioner of Baseball and the Major League Baseball Clubs By: _______________________________
Ethan G. Orlinsky Corporate Secretary
cc: Bryan Day, Esq.
2012-TV2317.std
Schedule A Licensee: Quadra Productions, Inc.
10202 W. Washington Blvd. Culver City, CA 90232
Schedule B
TV Program: The April 15, 2013 episode of the “Jeopardy!” television program
Schedule C
Mark(s): MLBP-approved Los Angeles Dodgers, Pittsburgh Pirates and Cleveland Indians trademarks
Schedule D
Licensed Use: The Marks shall appear on clue materials as featured in the TV Program.
Schedule E Compensation: For good and valuable consideration, the receipt of which is hereby acknowledged.
Schedule F
Miscellaneous: 1. MLBP has approved the Synopsis Letter sent forwarded to Robin Jaffe by Shannon Lee on October 24,
2012 and the Synopsis Letter sent forwarded to Robin Jaffe by Stacy Oki on November 19, 2012.
2. Credit. Licensee shall accord MLBP the following credit in the end titles of the TV Program: "The Major League Baseball trademarks depicted in this program were licensed by Major League Baseball Properties, Inc." All other matters relating to such credit, including size and placement, shall be within Licensee's sole discretion, which shall be exercised in good faith.
1
Allen, Louise
From: Allen, LouiseSent: Tuesday, February 12, 2013 4:24 PMTo: Ballance Ellis, Shelley; Kiefer, SarahCc: Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Diaz, Monique; Lee, Shannon; Broffman,
LisaSubject: RE: MLB Letter Agreement - PRIVILEGED COMMUNICATION - JeopardyAttachments: Major League Baseball - Jeopardy (RM).pdf
See changes from Risk Mgmt. I didn’t change the indemnity language as it was almost identical to the language used in the prior agreement. The insurance provisions were new and contained multiple “deal breakers”. The original language regarding notice of cancellation, deductibles, claims‐made policies and insurance obligations of our licensees were unacceptable. Thanks, Louise
From: Allen, Louise Sent: Tuesday, February 12, 2013 3:35 PM To: Ballance Ellis, Shelley; Kiefer, Sarah Cc: Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Diaz, Monique; Lee, Shannon; Broffman, Lisa Subject: RE: MLB Letter Agreement - PRIVILEGED COMMUNICATION - Jeopardy Shelley … I am waiting for our e&o broker to confirm a couple of points. Once I hear from him, I will forward Risk Mgmt’s changes. Thanks, Louise
From: Ballance Ellis, Shelley Sent: Wednesday, February 06, 2013 8:33 PM To: Kiefer, Sarah; Allen, Louise Cc: Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Diaz, Monique; Lee, Shannon; Broffman, Lisa Subject: MLB Letter Agreement - PRIVILEGED COMMUNICATION Attached you will find the newly proposed MLB Agreement that needs both Legal and Risk Management review. I took a first stab at it but I assure you that further revision is necessary. You’ll note that there are both handwritten and computer generated revisions (the Adobe editing feature was not cooperating). The approved uses described in Schedule F were actually approved by MLB per the previous MLB Agreement with Quadra. The e‐mail below shows when Jacob Shully of MLB advised that MLB hoped to update the Agreement. MLB provided this version last month. Legal – The whole Agreement is cumbersome and Paragraphs 3, 4, 10, 11, 12, 13, 14 and 15 definitely will benefit from Legal Advisement.
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Risk Management – Please advise, as noted the whole Agreement is cumbersome and Paragraph 8 is subject to your review and advisement. Thank you! Shelley Shelley Ballance Ellis ‐ 310‐244‐3376 ph / 310‐244‐0060 fax ********************************************************************************************************* This electronic message contains information from Quadra Productions, Inc. which may be confidential or privileged. If you are not the intended recipient, be aware that any disclosure, copying, distribution or use of the contents of this message is strictly prohibited. If you have received this electronic message in error, please notify the sender immediately, then delete all copies. Thank you!
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From: Shully, Jacob [mailto:[email protected]] Sent: Tuesday, November 15, 2011 12:12 PM To: Lee, Shannon Subject: RE: Boston Marks Use on "JEOPARDY!" Air date
Hi Shannon,
Sorry for the mix up on the latest agreement. I will send you an addendum for your records, I was unaware that we had been working off an agreement from several years back. With that being said, we would like to update that agreement sometime in the near future to get rid of the irrelevant language if you would be open to that? Thanks Shannon, and again sorry for the mix up.
Best,
Jacob Shully
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Allen, Louise
From: Allen, LouiseSent: Tuesday, February 12, 2013 4:17 PMTo: 'Lakin, Derek'Cc: Luehrs, Dawn; Zechowy, Linda; Barnes, BritianeySubject: RE: E&O Contract Wording in Agreement with MLB
As the Agreement may last 10‐15 years, we need to change it to “expiration or termination of the policy or the Agreement, whichever is earlier”. In any case, they get at least 3 years of coverage. Thank you for your quick responses! Louise
From: Lakin, Derek [mailto:[email protected]] Sent: Tuesday, February 12, 2013 4:10 PM To: Allen, Louise Cc: Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey Subject: RE: E&O Contract Wording in Agreement with MLB Yes Louse but a couple of minor changes in red suggested below. Regards, Derek
From: Allen, Louise [mailto:[email protected]] Sent: Tuesday, February 12, 2013 4:01 PM To: Lakin, Derek Cc: Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey Subject: RE: E&O Contract Wording in Agreement with MLB Is this revised wording ok as this is an ongoing master agreement with no termination date? I tied the 36 months to the policy expiration rather than the end of the contract. In the event that any insurance is written on a `claims made' basis, Extended Reporting coverage will be required for a period of 36 months following expiration or termination of the policy or the Agreement, whichever is later. Upon request, Licensee will furnish certification of Extended Reporting coverage as described or continuous "claims made" liability coverage for 36 months following expiration or termination of the policy or the Agreement, whichever is later. Continuous "claims made" coverage will be acceptable in lieu of Extended Reporting coverage, provided its retroactive date is on or before the effective date of this Agreement.
From: Lakin, Derek [mailto:[email protected]] Sent: Tuesday, February 12, 2013 3:40 PM To: Allen, Louise Cc: Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey Subject: RE: E&O Contract Wording in Agreement with MLB Louise: I concur – the language makes no sense from a “Claims-Made” standpoint. Instead, we suggest the following:
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Allen, Louise
From: Lakin, Derek [[email protected]]Sent: Tuesday, February 12, 2013 4:01 PMTo: Allen, Louise; Luehrs, Dawn; Zechowy, Linda; Barnes, BritianeySubject: RE: E&O Contract Wording in Agreement with MLB
Louise: Apologies for any confusion but what typically happens (even when coverage is moved from one insurer to another) is that any retroactive/prior acts date is matched from one policy period to the next. Therefore, if ABC Corp. has a Retro Date of 2/12/13 and their policy expires on 3/1/13, the insurer effective 3/1/13-14 will match the 2/12/13 date. If this is the case, the continuous renewal of the policy through three years past the contract expiration date is sufficient as Claims can be reported during each policy period which “look back” to the 2/12/13 Retro Date. However, if any insurer during that time is not willing to match the expiring Retro Date and the proposed Retro Date is after the start date of the contract, ABC Corp. would need to buy three years of Extended Reporting coverage from the prior carrier. Regards, Derek
From: Allen, Louise [mailto:[email protected]] Sent: Tuesday, February 12, 2013 3:48 PM To: Lakin, Derek; Lakin, Derek; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey Subject: RE: E&O Contract Wording in Agreement with MLB Thank you. Just so I understand if I am asked, what exactly is “Extended Reporting coverage” vs “continuous “claims made” coverage”. Does extended reporting coverage mean there is a 3 year period in which to report claims under the old policy that originated before that policy expired? And “continuous claims made coverage” means the new policy picks up any claims from the prior period?
From: Lakin, Derek [mailto:[email protected]] Sent: Tuesday, February 12, 2013 3:40 PM To: Allen, Louise Cc: Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey Subject: RE: E&O Contract Wording in Agreement with MLB Louise: I concur – the language makes no sense from a “Claims-Made” standpoint. Instead, we suggest the following:
“In the event that any insurance is written on a ‘claims made’ basis, Extended Reporting coverage will be required at the completion of this contract for a duration of 36 months. Licensee will be responsible for furnishing certification of Extended Reporting coverage as described or continuous "claims made" liability coverage for 36 months following contract completion. Continuous "claims made" coverage will be acceptable in lieu of Extended
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Reporting coverage, provided its retroactive date is on or before the effective date of this contract.”
Also, please let this e-mails serve to confirm that your policy provides affirmative coverage for “publicity rights violations”. If you need anything else, please do not hesitate to call or e-mail me. Regards, Derek M. Lakin Senior Vice President Lockton Companies 1185 Avenue of the Americas, Suite 2010 New York, NY 10036, USA Tel: 1 646 572 7365 Mobile: 1 203 945 9129 Fax: 1 646 871 7365 E-mail: [email protected]
From: Allen, Louise [mailto:[email protected]] Sent: Tuesday, February 12, 2013 1:55 PM To: Lakin, Derek Cc: Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey Subject: E&O Contract Wording in Agreement with MLB Derek … we are negotiating a new blanket agreement with MLB for Jeopardy. This new wording appears in the agreement re: e&o. Is it acceptable?
In the event that any insurance is written on a claims‐made basis and the policy or policies are not renewed with the same insurance carrier, then Licensee’s extension of such coverage shall be obtained starting with the expiration date of the original policy or policies to cover claims that occurred during the period of the original policy or policies …
It is the highlighted wording with which I am concerned as it sounds like the new policy is supposed to cover claims that occurred under the old policy. Also, I want to confirm that our e&o policy includes coverage for “rights of publicity claims”. Thanks,
Louise Allen Risk Management C: (647) 210‐2691
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Allen, Louise
From: Ballance Ellis, ShelleySent: Thursday, February 07, 2013 2:49 PMTo: Kiefer, Sarah; Allen, LouiseCc: Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Diaz, Monique; Lee, Shannon; Broffman,
LisaSubject: FW: MLB Agreements Which Include Previously Approved LanguageAttachments: 2006 MLB Sony Agreement from Donna Brainard.pdf; MLB 2006 JEOPARDY! Fully Executed
Agreement.pdf; Jeop. Addendum 9.pdf
For reference, attached please find copies of the previously approved Agreements with MLB. Thank you! Shelley Shelley Ballance Ellis ‐ 310‐244‐3376 ph / 310‐244‐0060 fax ********************************************************************************************************* This electronic message contains information from Quadra Productions, Inc. which may be confidential or privileged. If you are not the intended recipient, be aware that any disclosure, copying, distribution or use of the contents of this message is strictly prohibited. If you have received this electronic message in error, please notify the sender immediately, then delete all copies. Thank you!
From: Lee, Shannon Sent: Thursday, February 07, 2013 10:10 AM To: Ballance Ellis, Shelley Cc: Diaz, Monique Subject: MLB 2006 Agreements Here ya go. Please let me know if you need me to do anything else. ______________________________________________________ Shannon Lee • Clip Clearance & Licensing JEOPARDY! & Wheel of Fortune 10202 West Washington Blvd | Robert Young, 2nd Floor | Culver City, CA 90232 : 310.244.3375 | : 310.244.0060 | : [email protected] **************************************************************************************************************************************************************************************************************************************** This electronic message transmission contains information from Quadra Productions, Inc. which may be confidential or privileged. If you are not the intended recipient, be aware that any disclosure, copying, distribution or use of the contents of this information is strictly prohibited. If you have received this electronic transmission in error, please notify sender immediately and delete all copies. ****************************************************************************************************************************************************************************************************************************************
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