FORMAT LICENCE AGREEMENT

STANDARD TERMS AND CONDITIONS

Definitions

Ancillary Rights                                                             shall mean the right to exploit, or authorise third parties to exploit in the Territory any part of the Format including (without limitation) trade marks, characters and/or design appearing in the Format, and/or Finished Programme and/or Local Series or connected with the programme by means of:

i)                     the manufacture, marketing, sale and distribution of all consumer products including, without limitation, videograms, DVDs , download to own (DTO Rights) (“Home Entertainment”), interactive DVDs,  CDs, books, novels, magazines, PC games, hand-held devices (including, without limitation, Xbox, Nintendo DS, Nintendo Wii and PSP) and other games, toys, premium or promotional activities and collectibles and all fast moving consumer goods;

ii)             all music soundtrack rights, music publishing rights and animation, theatrical and film rights;

ii)                   all rights in any staged dramatic and/or music productions or live events.

Applicable Laws                                                           shall mean all relevant laws, regulations, standards and directions of competent authorities within the Territory including without limitation in relation to the law of data protection and privacy.

Approved Mobile VOD Platform                              shall mean a broadcaster branded mobile VOD service made available to end users via mobile network operator's portals in the Territory unless otherwise specified in the Schedule.

Approved Online VOD Platform                               shall mean a broadcaster owned and controlled online VOD platform in the Territory and, for the avoidance of doubt, excludes any other third party operated VOD platforms unless otherwise specified in the Schedule.

Basic Cable Television                                                 shall mean a programme service which comprises one or more channels involving the sequential linear transmission of programmes on each channel and which is delivered by means of an encrypted signal received by the operators of cable networks and re-distributed to end users and received by means of appropriate receiving apparatus, and which is delivered on terms whereby payment of regular periodic charges being the entry level subscription package which enables subscribers to receive the service comprising the basic channel(s) service but it excludes Subscription Cable Television and Pay-per View Television.

Basic Pay Television                                                     shall mean Basic Cable Television and Basic Satellite Television. 

Basic Satellite Television                                            shall mean a programme service which comprises one or more channels involving the sequential linear transmission of programmes on each channel and which is delivered by means of a direct broadcast satellite or microwave for reception direct to home by means of appropriate receiving apparatus, and which is delivered on terms whereby payment of regular periodic charges being the entry level subscription package which enables subscribers to receive the service comprising the basic channel(s) service but excludes Subscription Satellite Television, Pay Per View Television.

Broadcaster                                                                  shall mean the television channel authorised by the Licensor to exploit the Local Series in the Permitted Media detailed in the Schedule.

Consultancy Fees                                                         shall mean those payments relating to the cost of supplying the Licensee with access to Consultancy Services plus the cost of travel, hotel accommodation, per diems and any other costs of the production consultant as specified in the Schedule attached.

Consultancy Services                                                   shall mean the production consultancy services provided by Licensor to assist in the implementation of the rights granted under this Agreement, as agreed between the parties and specified in the Schedule.

Delivery Materials                                                       shall mean the Licensee’s deliverable as set out in Exhibit A attached to these Terms and Conditions.

DRM & Geo Blocking Technology                              shall mean

(i)            digital rights management technology used to measure and prevent  non-authorised uses, such as non-personal use and dealing, forwarding, copying and other uses beyond the scope of this agreement;  and

(i)                   state-of-the-art geographical limiting software tools and measure including but not limited to checking user information thorough IP addresses   to prevent the access to the Finished Programme and/or Local Series  outside the Territory.         

Episode Length                                                            shall mean the total number of minutes specified in the Schedule, starting from the commencement of the episode up to and including the end credits/title and inclusive of any commercial breaks. 

Extraordinary Expenses                                              shall mean distribution costs  outside of the 5% cap including but not limited to foreign language dubbing and subtitling and titles (couriering, studio & artist costs, layback, access, conforming & recording costs), the cost of the technical evaluation of any new or replacement materials and all costs incurred as a result of incomplete delivery materials as required,  development costs associated with the creation of interactive and/or merchandising and/or ancillary products, cost of copyright & music clearance and use fees, repeat fees and royalties, residuals and other payments of a similar nature payable to contributors and facilities, event launch costs, any errors and omissions insurance costs of the Licensor and the cost of any proceedings undertaken by the Licensor.

Finished Programme(s)                                              shall mean the finished version of an episode(s) from the Local Series howsoever recorded (including on a tape, disc or other device whether now known or developed in future).

Foreign Version(s) Exploitation                                shall mean exploitation of Foreign Version(s) Finished Programmes by way of the rights specified in the Schedule.

Foreign Version(s) Finished Programme                shall mean the finished version of an episode(s) based on the Licensed Format produced and recorded by third party producers outside the Territory in the Language or any other language.

Format                                                                           shall mean the TV format including but not limited to the Licensed Format owned and/or controlled by the Licensor and/or its affiliated companies, along with all parts or elements of and Intellectual Property Rights in such format which include, but are not limited to themes, situations, concepts, incidents, titles, music  principal characters and, if applicable, the scripts, games, interactive applications,  and story lines  and any other distinctive features, as well as any local modifications thereto  adapted and varied as necessary for the viewing audience in the country of production or the Local Series and/or Finished Programmes (or intended programmes).

Free Analogue Television                                           shall mean the analogue transmission or broadcast of one channel and/or a group of channels which are transmitted by means of an unencrypted signal at any time, which are intelligibly receivable without charge (including for this purpose any sums payable for a licence of a type designed primarily to authorise broadcast programmes) by means of conventional home-antennae roof-top or built-in television set-top box.

Free Digital Television                                                shall mean the digital transmission or broadcast of one channel and/or a group of channels which are transmitted by means of an unencrypted signal at any time, which are intelligibly receivable without charge (including for this purpose any sums payable for a licence of a type designed primarily to authorise broadcast programmes) by means of conventional home-antennae roof-top or built-in television set-top box.

Free Mobile Simulcast Rights                                    shall mean the Streaming of the Finished Programme and/or Local Series via the Approved Mobile VOD Platform in the Territory.

Free Mobile Video on Demand

("Mobile FVOD")                                                         shall mean any on demand programme service whereby the Local Series and/or Finished Programmes are made available via the Approved Mobile VOD Platform accessed by end users through mobile network operators' portals free of charge in the Territory for a finite period of time and on terms as specified in the Schedule but excluding any Free Mobile Simulcast Rights and  Pay Mobile VOD Rights.

Free Online Simulcast Rights                                     shall mean the Streaming of the Finished Programme and/or Local Series via the Approved Online VOD Platform in the Territory.      

Free Online VOD                                                         shall mean a programme service whereby the Finished Programme and/or Local Series  are made available to viewers via the Approved Online VOD Platform  within a finite period of time (as specified in the Schedule) in the Territory and during the Licence Period  and where: (i) the commencement time for the transmission of a programme is at the viewer’s sole discretion, and is not predetermined or scheduled by the programme service; (ii) the programme shall be viewed as a stream or a temporary download but excludes any download to rent (DTR) or download to own (DTO)  rights  and (ii) the programme service is offered to viewers free of charge and excludes on demand services by way of Pay Mobile VOD Rights and Pay Online VOD Rights.

Free Simulcast Rights                                                  shall mean the Free Online Simulcast Rights and Free Mobile Simulcast Rights.

Free Television Rights                                                 shall mean Free Analogue Television and Free Digital Television.

Free Video on Demand Rights                                  shall mean  Mobile VOD Rights and Free Online VOD Rights.

Gross Pay Mobile VOD Revenue                               shall mean all revenue arising from the exploitation of the Pay Mobile VOD in the Territory during the Licence Period.

Gross Pay Online VOD Revenue                               shall mean all revenue arising from the exploitation of the Pay Online VOD Rights in the Territory during the Licence Period.

Gross Reserved Rights Revenue                               shall mean revenue arising from the exploitation of the Reserved Rights in the Territory as received by the Licensor.

Heads of Terms                                                            shall mean the agreed heads of terms to govern the exploitation of the Local Series Foreign Version Exploitation Rights as set out in clause 2.2 of the Standard Terms and Conditions

Intellectual Property Rights                                      shall mean all registered and unregistered designs, patents, inventions, copyrights, know how, domain names, trademarks, service marks, service marks, trade names, rights in trade secrets, source/object code, confidential information or a proprietary nature and any or all other rights of a similar nature  or having similar effect, whether or not registered, applied for or registrable pursuant to any relevant statute or statutory provisions or regulations amending, modifying, extending or re-enacting the same throughout the world for the full period of protection thereof including all renewals, revivals and extensions thereto and including applications and the right to apply  for protection of the foregoing and including as applicable in relation to the Licensor’s Format, Finished Programme, Local Series and all or any part, element or segment of.

Interactive Rights                                                        shall mean the right to market or authorise third parties to exploit, in the Territory any part of the Licensed Format and/or the Finished Programme(s) and/or Local Series including but not limited to:

(i)                   the right to develop and and exploit games and/or applications whether downloadable and/or subscription and/or pay-for-play based on the Licensed Format and/or the Local Series and accessed by end users via wireless devices using mobile wireless technology (including, but not limited to mobile telephones, PDAs, smart phones, iOS devices (iPod, iPhone, iPad, iTouch) and pagers) including but not limited to by means of Java, Brew, MMS, UMTS, Google Android, Windows Mobile, SMS, I-Mode and iOS;

(ii)                 digital interactive television (DiTV) rights (including, without limitation, free and/or pay-for-play games and/or applications accessed by and made available to end users including by means of cable, satellite and IPTV whether simultaneously or non-simultaneously with the transmission of the Finished Programme(s) and/or Local Series);

(iii)                all online games, products and services including, without limitation, downloadable PC games, single and/or multiplayers free and/or pay-for-play and/or advertiser funded games and/or applications based on the Format and/or Finished Programme(s);

(iv)                in-flight application rights (single and/or multi-player game and/or application, to be played on an in-flight entertainment system used in respect of civil aircraft and other modes of transport, if applicable, accessible via remote and/or connected controls used in order to operate the in-flight entertainment system; and

(v)                 all in show/telephony rights (including without limitation SMS, IVR and red-button voting, polling, competitions and applications) for use simultaneously with the transmission of the Finished Programme(s) and/or Local Series.

Licence Period                                                              shall mean the time period as specified in the Schedule.

Licensor’s Commission                                               shall mean the percentage of gross revenues set out in the Heads of Terms (Clause 2.2(a)) collected by the Licensor which shall be inclusive of Licensor’s Expenses and excluding Extraordinary Expenses.

Licensor’s Expenses                                                     shall mean the percentage of gross revenues set out in the Heads of Terms as specified in Clause 2.2(a) below collected by the Licensor which shall be inclusive of Licensor’s Expenses and excluding Extraordinary Expenses.

Licensor’s Local Series Exploitation Rights              shall mean any exploitation of the Local Series by Licensor inside and outside the Territory as agreed with the Licensee and set out in the Heads of Terms as specified in Clause 2.2(a) below.

Local Series                                                                   shall mean the television series, produced and broadcast in the Language in accordance with the terms and conditions of this Agreement based on the Licensed Format and the Production Bible which shall accord with the Minimum Number of Episodes specified in the Schedule. For the avoidance of doubt, any spin-offs, sequels, prequels, remakes or other form of derivative programme are reserved to the Licensor.

Maximum Number of Episodes                                shall be as specified in the Schedule.

Minimum Number of Episodes                                 shall be as specified in the Schedule.

Mobile Advertiser Funded Video

On Demand ("Mobile AVOD")                                  shall mean any advertiser and/or sponsor funded on demand programme service whereby the Local Series and/or Finished Programmes are made available via the Approved Mobile VOD Platform and accessed by end users through mobile network operators’ portals free of charge in the Territory for a finite period of time and on terms as specified in the Schedule (excluding any Free Mobile Simulcast Rights, Mobile SVOD and Mobile TVOD).

Mobile Subscription Video On

Demand ("Mobile SVOD")                                         shall mean any on demand programme service whereby the  Local Series and/or Finished Programmes are made available via the Approved Mobile VOD Platform and accessed by end users through mobile network operators' portals and which is provided on terms whereby a separate subscription payment (over and above any regular mobile phone voice and data service plans) is required to access this service  in the Territory for a finite period of time and on terms as specified in the Schedule (excluding any Free Mobile Simulcast, Mobile AVOD and Mobile TVOD).

Mobile Transactional Video On

Demand ("Mobile TVOD")                                         shall mean any on demand programme service whereby the  Local Series and/or Finished Programmes  are made available via the Approved Mobile VOD Platform broadcaster branded mobile VOD service and accessed by end users through mobile network operators' portals and which is provided on terms whereby an individual per-view charge is required (over and above any regular mobile phone voice and data service plans) to access this service  in the Territory for a finite period of time and on terms as specified in the Schedule (excluding any Free Mobile Simulcast Rights, Mobile AVOD and Mobile SVOD).

Net Pay Mobile VOD Revenue                                  shall mean Gross Pay Mobile VOD Revenue less Permitted Pay Mobile VOD Deductions.

Net Pay Online VOD Revenue                                  shall mean Gross Pay Online VOD Revenue less Permitted Pay Online VOD Deductions.

Net Receipts                                                                 shall mean the balance of revenues after deduction of Licensor’s Commission and Extraordinary Expenses from gross receipts.

Net Reserved Rights Revenue                                  shall mean Gross Reserved Rights Revenue less Permitted Reserved Rights Revenue Deductions.

On Demand Rights                                                      shall mean Free Video On Demand Rights, Pay Mobile VOD Rights and Pay Online VOD Rights.

Online Advertiser Funded Video on

Demand (“Online AVOD”)                                         shall mean a programme service whereby the Finished Programme and/or Local Series  are made available to viewers via the Approved Online VOD Platform  within a finite period of time (as specified in the Schedule) in the Territory and during the Licence Period  and where: (i) the commencement time for the transmission of a programme is at the viewer’s sole discretion, and is not predetermined or scheduled by the programme service; (ii) the Finished Programme and/or Local Series shall be viewed as a stream or a temporary download (which shall not be capable of being stored by the viewer for longer than the period of time as specified in the Schedule) but excludes any download to rent (DTR) or download to own (DTO)  rights  and (ii) the programme service is an advertiser funded on demand service entirely supported by advertising or sponsorship (excluding Free Online Simulcast Rights, Online SVOD, Online TVOD).

Online Subscription Video On Demand

(“Online SVOD”)                                                          Shall mean a programme service  whereby the Finished Programme and/or Local Series are made available to viewers via the Approved Online VOD Platform  within a finite period of time (as specified in the Schedule) in the Territory and during the Licence Period where: (i) the commencement time for the transmission of a programme is at the subscriber’s sole discretion, and is not predetermined or scheduled by the program service; (ii) the subscriber may view the Finished Programme and/or Local Series an unlimited number of times during the period of time for which the subscriber has paid the subscription fee for access to the channel and/or service (iii) the Finished Programme and/or Local Series shall be viewed as a stream or a temporary download (which shall not be capable of being stored by the viewer for longer than the period of time as specified in the Schedule) but excludes any download to rent (DTR) or download to own (DTO) rights; and (vi) the subscriber is charged a regular periodic fixed subscription fee (excluding Free Online Simulcast Rights, Online AVOD, Online TVOD).

Online Transactional-Video-on

Demand (“Online TVOD”)                                          shall mean a programme service whereby the  Finished Programme and/or Local Series are made available to viewers via the Approved Online VOD Platform  within a finite period of time (as specified in the Schedule) containing programming chosen by a subscriber where: (i) the commencement time for the transmission of a programme is at the subscriber’s sole discretion, and is not predetermined or scheduled by the programme service; (ii) the subscriber may view the Finished Programme and/or Local Series an unlimited number of times during the period of time for which the subscriber has paid a fee for access to the Finished Programme and/or Local Series, the  channel and/or the service; (iv) the Finished Programme and/or Local Series shall be viewed as a stream or a temporary download (which shall not be capable of being stored by the viewer for longer than the period of time as specified in the Schedule); and (v)  the subscriber is charged a one-off transactional charge for viewing the Finished Programme and/or Local Series, the channel and/or service (excluding Free Online Simulcast Rights, Online AVOD and Online SVOD).

Parties/parties                                                             shall mean the Licensor and Licensee collectively.

Pay Mobile VOD Rights                                               shall mean Mobile AVOD, Mobile TVOD and Mobile SVOD.

Pay Online VOD Rights                                               shall mean Online AVOD, Online TVOD, Online SVOD.

Pay-Per-View Television Rights                                shall mean the sequential and encrypted transmission of the Local Series by any means for reception on a television receiver in the home where an individual per-programme or per-transmission charge is made to the viewer for the privilege of viewing such programmes.

Permitted Media                                                         shall mean the permitted transmission platforms as listed in the Schedule attached.

Permitted Pay Mobile VOD Deductions                 shall mean those deductions as specified in the Schedule attached.

Permitted Pay Online VOD Deductions                  shall mean those deductions as specified in the Schedule attached.

Permitted Reserved Rights Revenue

Deductions                                                                    shall mean those deductions as specified in the Schedule attached.

Production Bible                                                          shall mean the document prepared by the Licensor in contemplation of the production of a television programme based on the Format (including,  where applicable  titles, rules, regular features, programme run-downs, lighting, camera, scripts and sample materials) as may be amended by the Licensor from time to time during the Licence Period.

Production Materials                                                  shall mean Licensor’s deliverables as set out in the Schedule.

Reserved Rights Revenue Share                               shall mean the share of revenues arising from exploitation of the Reserved Rights in the Territory during the Licence Period as set out in the Schedule attached.

Streaming                                                                     shall mean any form of broadcast service which comprises transmission of the Finished Programme and/or Local Series on a streamed basis provided always that such streaming shall: (i) be simultaneous with the linear transmissions of the Finished Programme(s) on the licensed services; (ii) be streamed in the Language as the Finished Programme and/or Local Series is broadcast by the licensed services; (iii) be territorially restricted within the Territory via DRM & Geo Blocking Technology; (iv) not permit downloading and/or storage of the Finished Programme and/or Local Series on either temporary and/or permanent basis.

Subscription Cable Television                                    shall mean a programme service which comprises one or more channels involving the sequential linear transmission of programmes on each channel and which is delivered by means of an encrypted signal received by the operators of cable networks and re-distributed to end users and received by means of appropriate receiving apparatus, and which is provided on terms whereby a separate payment (over and above any basic periodic charge for the service) is required from a subscriber for the reception of each channel (or group of channels) comprising such service (excluding Basic Cable Television and  Pay-per-View Television).

Subscription Pay Television                                       shall mean Subscription Cable Television and Subscription Satellite Television.

Subscription Satellite Television                               shall mean a programme service which comprises one or more channels involving the sequential linear transmission of programmes on each channel and which is delivered by means of a wire, fibre optics or other material , or by direct broadcast satellite or microwave for reception direct to home by means of appropriate receiving apparatus, and which is provided on terms whereby a separate payment (over and above any basic periodic charge for theservice) is required from a subscriber for the reception of each channel (or group of channels) comprising such service(excluding Basic Satellite Television and  Pay-per-View Television).

Time Slot                                                                       shall mean the time in the Broadcaster’s schedule being access prime and/or prime time and/or any other time slot as specified in the Schedule when each episode of the Finished Programme has its first broadcast in the Territory.

Total Minimum Payment                                           shall mean monies due to the Licensor as specified in the Schedule.

Transmission Report                                                   shall mean a written monthly report, compiled by the Licensee, setting out full details in respect of transmission schedules and Episode Length, detailing the times at which each episode is scheduled for broadcast insofar as such schedule is known and in any event as soon as such transmission dates are fixed and confirmed, together with any updates thereof throughout the Licence Period, together with information on publicity, ratings and general reception details in respect of each episode.

2.            Grant of Rights

2.1          Licensee’s Rights

(a)           In consideration of the payment of the Licence Fee, Total Minimum Payment and where applicable the Consultancy Fees, the Licensor hereby grants by way of a licence to the Licensee the right:

(i)                   to produce the Local Series in the Language pursuant to the Production Bible and guidelines which are  supplied;

(ii)                 to transmit or broadcast (or authorise the transmission or broadcast) or exploit the Local Series by means of the Permitted Media for the Number of Runs per episode of the Local Series;

(iii)                to advertise, promote and publicise the Local Series and to write print and publish synopses of the Licensed Format not exceeding 2500 words in length for this purpose; and

(iv)               to use extracts from the Local Series no longer than 60 seconds in length for the promotional purposes only.

For the avoidance of doubt the rights granted hereunder are exclusive solely in relation to the Format and shall not restrict the Licensor’s right to exploit Foreign Version(s) in the Territory.

(b)           All rights, title and interest in and to all and any additions, changes and modifications to the Format contained in or resulting from the Local Series produced under this Agreement are hereby automatically assigned (where appropriate by way of present assignment of future copyright) so that such rights shall become the sole and exclusive property of the Licensor. The Licensee shall further procure assignment of the same from any third party involved in the development and/or production of the Local Series along with a waiver of moral rights.

(c)           If the Licensee shall not have completed production and transmission of at least the Minimum Number of Episodes of the Local Series on or before expiry of the Licence Period all rights granted to the Licensee shall terminate and revert back automatically to the Licensor at such time. For the avoidance of doubt, in event of turnaround, the Licensor shall be entitled to licence to third parties in the Territory the rights under this Clause 2. without further obligations to the Licensee unless, prior to expiry, the parties have pre-agreed in writing an extension to the Licence Period.

(d)           For the avoidance of doubt, the Reserved Rights are expressly reserved to Licensor and may be exercised by the Licensor or any third party authorised by Licensor in any manner it chooses, at any time during the Licence Period or thereafter. 

2.2          Licensor’s Exploitation of the Local Series

(a)           The Licensor’s exploitation of the Licensor’s Local Series Foreign Exploitation Rights in the Schedule shall be subject to the following Heads of Terms: 

(i)                   Licensor’s Rights – shall include all rights excluding the Licensee’s Permitted Media;

(ii)                 Licensor’s Territory – worldwide excluding the Licensee’s Territory;

(iii)                Licensor’s Commission – 30% inclusive of Licensor’s Expenses but excluding Extraordinary Expenses;

(iv)               Licensor’s Term – in perpetuity from commencement of the Licensor’s acquisition of the Licensor’s Local Series Exploitation Rights;

(v)                 Clearances – The Licensee will deliver the Local Series fully cleared in accordance with the Licensor’s Rights or as agreed with the Licensor;

(vi)               Materials Access – The Licensee will provide the Licensor with copies of the Local Series Masters and all other reasonable delivery materials necessary for the Licensor to exploit the Licensor’s Rights hereunder.  Any costs incurred by the Licensor in this regard shall be recouped as an uncapped distribution expense;

(vii)              Allocation of Net Receipts – Net receipts arising from the exploitation of the Local Series Foreign Version by the Licensor shall be shared equally between the Parties according to the number of profit participants as agreed with Licensor and indicated in the Schedule.  It is acknowledged that where the Licensee exploits the Local Series Foreign Version Rights in the Territory that it shall be entitled to retain 25% commission inclusive of expenses.

(b)           The parties acknowledge and agree that the above Heads of Terms shall govern any exploitation of the Licensor’s Local Series Foreign Version Exploitation Rights and the parties shall enter into the Licensor’s finished programme acquisitions agreement which shall accord with the commercial terms set out in Clause 2.2(a) above

3.            Licensee’s Warranties

The Licensee warrants and represents to the Licensor as follows:

(a)                 that it is free to enter into and fully perform its rights and obligations as set out in this Agreement and has not entered and will not enter into any other arrangement, agreement or commitment which could, in the Licensor’s reasonable opinion, affect its obligations under this Agreement;

(b)                 that it shall not make any application to register any copyright in the Licensed Format and/or Local Series or to register the strand title of the Local Series or any other trademark or domain names associated with the Licensed Format, Finished Programme  or Local Series and/or Interactive Rights and/or Ancillary Rights;

(c)                 that it shall not make any change to the Licensed Format unless prior written approval from Licensor has been obtained;

(d)                 that it will produce the Local Series in a first class manner pursuant to any production guidelines which may be supplied by Licensor so as to maintain the creative integrity of the Format and be of at least equivalent production quality to the Format as displayed in the Production Materials supplied by the Licensor;

(e)                 that it will produce the Minimum Number of Episodes and, if relevant, will not exceed the Maximum Number of Episodes if so agreed between the Parties and specified in the Schedule;

(f)                  that it shall engage the production consultant via the Consultancy Services as set out in the Schedule and pay the Consultancy Fees in a timely manner;

(g)                 that it shall not dub nor licence the dubbing of the Local Series into any language other than the Language unless specifically agreed in writing by the Licensor;

(h)                 that it shall not use or knowingly permit the transmission of or use of all or part of the Local Series or any proprietary material of the Licensor outside the Territory without first obtaining the Licensor’s prior written approval (to be granted or withheld entirely at the Licensors sole discretion);

(i)                   that it shall notify the Licensor immediately of any infringements or violations in the Territory or elsewhere of any rights referred to hereunder of which it becomes aware and shall co-operate fully with the Licensor (at the Licensor’s request and expense) to prevent or stop such infringements or violations and obtain redress;

(j)                   that it shall  use the original title of the Format or a direct translation thereof as approved by the Licensor in writing;

(k)                 that  the Local Series will not contain anything defamatory, obscene or which may otherwise bring the Licensor or the producer of the Format into disrepute;

(l)                   that it shall ensure compliance at all times with all Applicable Laws in the exercise of the rights granted and the performance of its obligations hereunder;

(m)               that it will permit the Licensor during the Licence Period full access to such masters for the purpose of manufacturing copies therefrom and shall if requested by the Licensor provide copies on DVD or digibeta Pal as requested by Licensor;

(n)                 that it will ensure that the Local Series does not exceed the Episode Length and acknowledges and agrees that any such overrun shall entitle the Licensor to charge a 100% (one hundred percent) pro rata fee for each minute produced and transmitted in excess of the Episode Length Slot;

(o)                 that at its sole cost and expense to obtain all necessary and/or prudent consents and clearances from all persons involved in the production (including, without limitation, any contestants) and transmission of the Local Series including, without limitation, in respect of name and likeness rights, title and musical compositions and to obtain all permissions necessary for the unfettered exploitation of each episode by the Licensor and all publicity materials in respect of the same, in all media throughout the world, in perpetuity, without any monetary obligation to any third party other than in respect of the public performance of music contained in the episode, if agreed between the parties;

(p)                 that with respect to musical works and/or sound recordings contained in the Local Series controlled by PRS or PPL and/or equivalent societies in the Territory,  the Licensee shall be solely responsible for obtaining and paying for any performing, broadcasting or diffusion licences required in respect of the use of such musical works and sound recordings hereunder;

(q)                 that it will not exploit the Finished Programme and/or Local Series outside the Grant of Rights in or outside the Territory unless otherwise agreed with the Licensor;

(r)                  that it will supply to the Licensor as soon as practicable following the date of this Agreement (and in any event no later than 60 (sixty) days prior to first day of production) the Local Series Title for creative approval by the Licensor, such approval or disapproval to be given by not later than 10 days prior to start of pre-production of the Local Series;

(s)                  that it shall at all times effect and maintain all necessary and appropriate insurances as may be prudent or as may be reasonably required by the Licensor or by law in connection with the production and/or transmission of the Local Series with a reputable insurance underwriter at a level to be approved in writing by the Licensor and that it will provide the Licensor with copies of such policies of insurance before commencement of production of the first episode.  The Licensee shall use its best efforts to put the Licensor’s name as an additional insured on such policies and the Licensee shall provide such evidence as may be reasonably required by the Licensor in order to demonstrate that all such policies remain valid and effective during the Licence Period;

(t)                  that it will indemnify the Licensor and its parent and affiliated companies from and against all costs (including reasonable legal costs) claims, losses, damage or proceedings suffered or incurred by the Licensor or its parent or affiliated company arising out of a breach or non-performance or non-observance by the Licensee of any of the agreements, obligations, undertakings, representations or warranties on the part of the Licensee contained in this Agreement;

(u)                 that all exploitation of the Finished Programmes in the Territory during the Licence Period  by means of the On Demand Rights or Free Simulcast Rights  shall be protected by DRM & Geo Blocking Technology.

(v)             that it shall comply with the Bribery Act 2010 and all applicable anti-bribery and corruption laws and legislation anywhere in the world (“Anti-Corruption Laws”) and the All3Media Anti-Bribery & Corruption Policy (available on the All3Media website: http://www.all3media.com) and shall (i) provide such supporting evidence of compliance as the Licensor may reasonab