DISTRIBUTION AGREEMENT
This Agreement (the “Agreement”) entered into as of February __, 2013 (“Effective
Date”) confirms the agreement between CPT HOLDINGS, INC. with an address at 10202 West
Washington Blvd., Culver City, California 90232 (“CPTH”) and ZUFFA INTERNATIONAL,
LLC, with an address at 2960 W. Sahara, Las Vegas, Nevada 89102 (“Licensor”) with respect to
CPTH’s exclusive Rights in the Territory in the Programs (as such terms are defined below), all
as more particularly set forth below:
1. Definitions. Capitalized terms set forth herein, unless elsewhere defined, shall have the
meanings set forth below.
1.1
“Catch-Up Rights” shall mean with respect to each country in the Territory, the
right to advertise, promote, distribute and otherwise exploit the Programs via internet, mobile
and wireless to any kinds of viewing devices now know or to be devised, whereby each Episode
and Finale may be available to Television Licensee’s viewers at no additional charge at a time
selected by such viewers, in such viewers’ discretion, for a period of up to thirty-one (31)
consecutive days commencing as a simultaneous transmission of the initial telecast of such
Episode or Finale within such country, and continuing as catch-up broadcasts after such initial
telecast of such Episode or Finale (such catch-up broadcasts to commence (x) no later than
seventy-two (72) hours after such initial telecast), but in any event shall not be available thirtyone (31) consecutive days after such Episode’s or Finale’s initial telecast within such country.
1.2
“Contestants” shall mean top mixed martial arts fighters from countries
throughout Latin America of comparable skill and experience of other fighters in other THE
ULTIMATE FIGHTER® (TUF) series worldwide. Licensor shall use reasonable commercial
efforts to ensure Contestants from Key Markets (as defined in Section 3.1(b)) are represented in
the Series. [NOTE TO CHAU- I CONSIDERED MOVING THIS COVENANT TO
SECTION 11, BUT FELT IT WAS MORE APPROPRIATE TO KEEP IT HERE.]
1.3
“Licensed Languages” with respect to the Programs shall mean, in the case of (a)
Latin America, original language Spanish, and (b) Asia (to the extent the parties mutually agree
to include Asia in the Territory grant), original language Spanish dubbed and subtitled into
English and the local languages of each of the countries listed for Asia).
1.4
“Programs” shall mean (i) the twelve (12) one-television-broadcast-hour episodes
(each, an “Episode”) of the series entitled, “THE ULTIMATE FIGHTER® (TUF): LATIN
AMERICA – SEASON 1” (the “Series”); and (ii) one (1) two-television-broadcast-hour live
action finale of the Series (the “Finale”) substantially in the following format: the Series shall
feature sixteen (16) Contestants competing against each other. During the Series, Contestants
shall live together and endure a training regimen of Mixed Martial Arts skills, including Jiu-jitsu,
Muay Thai kick boxing, striking, wrestling and other exotic fighting styles. Two (2) experienced
mixed martial artists shall each (a) select eight (8) Contestants to form a team (a “Team”), train
together and (b) at the end of each Episode, select one (1) Contestant to fight against the a
Contestant from the other Team in an elimination bout on the Series. At the end of each bout,
the surviving Contestant shall advance to the next Episode. At the end of the last Episode, the
last two (2) remaining Contestants will fight in the Finale, with the winning Contestant crowned
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the “Ultimate Fighter” and awarded a six-figure contract to fight in the “Ultimate Fighting
Championship”.
1.5
“Television Delivery System” shall mean any television delivery system now
known or hereafter devised or commercially exploited, including without limitation, over-the-air,
cable, satellite, hertzian, wire, fiber, telephone wire, ADSL, DSL, MDS, MMDS, all forms of
digital or on-line distribution (including, without limitation, the Internet), mobile, wireless,
closed-circuit, master antenna, SMATV and STV, in each case without regard to whether such
system transmits programming to viewers in an analog or digital format.
1.6
“Television Licensee” shall mean, with respect to each country within the
Territory, each third party television licensee licensed by CPTH to broadcast the Programs
within such country.
1.7
“Television Rights” shall mean with respect to each country in the Territory, the
right to advertise, promote, distribute and otherwise exploit the Programs via linear preprogrammed free television broadcasting (including free-to-air channels which may also be
carried over basic cable) and online simulcasting by such free-to-air network (via websites
and/or mobile sites controlled by Television Licensees or their affiliates within the Territory) of
the Episodes and Finale at a time selected by such Television Licensee (except the Finale, which
shall be aired live simultaneously by all Television Licensees), regardless of whether or how
such media is paid for, programmed, marketed to, delivered to or received by the viewer (and
shall, for the avoidance of doubt, include without limitation reception on television sets, personal
computers, IP-enabled devices, mobile devices, and analogous devices), in all versions,
resolutions, formats, and sizes, delivered by any Television Delivery System.
1.8
“Term” shall have the meaning assigned in Section 3 of the Agreement.
1.9
“Territory” shall mean Anguilla, Antigua, Argentina, Aruba, Bahamas, Barbados,
Barbuda, Belize, Bermuda, Bolivia, Bonaire, Cayman Islands, Chile, Colombia, Costa Rica,
Curacao, Dominica, Dominican Republic, Ecuador, El Salvador, French Guiana, Grenada,
Guadeloupe, Guatemala, Guyana, Haiti, Honduras, Jamaica, Martinique, Mexico, Montserrat,
Nicaragua, Panama, Paraguay, Peru, Saba, St. Barthelemy, St. Eustatius, St. Kitts & Nevis, St.
Lucia, St. Maarten, St. Martin, St. Vincent & Grenadines, Suriname, Trinidad & Tobago, Turks
& Caicos, Uruguay, Venezuela, and Virgin Islands (British) (collectively referred hereinafter as
“Latin America”). In addition, upon mutual agreement, “Territory” shall also be deemed include
the following additional countries: Bangladesh, Bhutan, Brunei, Cambodia, China, East Timor,
Hong Kong, India, Indonesia, Japan, Korea (South), Laos, Macau, Malaysia, Maldives,
Mongolia, Myanmar, Nepal, Pakistan, Philippines, Seychelles, Singapore, Sri Lanka, Taiwan,
Thailand, Vietnam, Afghanistan, Cook Islands, Fiji, Kiribati, Mariana Islands, Marshall Islands,
Micronesia, New Caledonia, Palau, Papua New Guinea, Samoa, Solomon Islands, Tonga, and
Tuvalu (such additional countries collectively referred hereinafter as “Asia”).
2. Conditions Precedent. CPTH’s obligations hereunder shall be subject to, and conditioned
upon, the satisfaction, or written waiver by CPTH, of all of the following conditions precedent
(the “Conditions Precedent”):
2.1
Full execution of this Agreement.
2.2
CPTH’s receipt and approval of all chain of title documents relating to the
Programs, including but not limited to the assignment of rights in and to the underlying property
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(if any) to Licensor, all agreements with respect to the music utilized in the Programs and the
documents establishing Licensor’s rights in the Programs through the Term hereof.
2.3
CPTH’s receipt and approval of all documents (and other materials) necessary:
(i) to establish Licensor’s valid copyright (under applicable law) of the Programs throughout the
Term hereof and (ii) for CPTH to file in the Copyright Offices in the U.S. and Canada and in
each country in the Territory, all documents (and other materials) necessary to memorialize the
grant of Rights to CPTH hereunder, including without limitation, that certain Assignment of
Distribution Rights Under Copyright for the Series (in the form attached hereto as Schedule A
attached hereto and incorporated herein by this reference) executed by Licensor.
2.4
The Series is either (a) produced by Floresta Realizações Audiovisuais Ltda.
(“Floresta”), a company incorporated under the laws of Brazil and with its registered address in
the City of São Paulo, State of São Paulo, at Rua Augusta, 2516, suite 113, Jardim Paulista, Zip
Code 01412-100 or (b) produced by a third party other than Floresta, where the average perEpisode production expenses (and investment by Licensor) of the Series, in the mutual judgment
of both Licensor and Distributor, will be greater (or produce Episodes of a quality equal to or
better) than The Ultimate Fighter® (TUF): Brazil – Season 1 as produced by Floresta.
Notwithstanding the foregoing, Licensor shall negotiate with Floresta in good faith regarding the
Series production before negotiating with any other third party.
2.5
With respect to the Delivery Items (as defined in Section 5.1) to be delivered for
the Episodes within each country throughout the Territory: (a) the Delivery Items for the first
Episode shall be Delivered (as defined in Section 5.1) no later than fourteen (14) weeks prior to
the Finale’s live broadcast date; (b) the Delivery Items for each Episode other than the first
Episode shall be Delivered no later than two (2) weeks prior to the premiere broadcast date of
each such Episode in the applicable Territory; and (c) the Delivery Items for all Episodes shall be
Delivered no later than two (2) weeks prior to the Finale’s live broadcast date.
3. Term; Holdback.
3.1
The Term of this Agreement shall commence on the Effective Date and expire six
(6) months thereafter (“Initial Expiration Date”); provided that in the event on or prior to such
Initial Expiration Date:
(a) Licensor delivers written confirmation to CPTH that production of the Episodes has
commenced (such confirmation not to be unreasonably withheld, delayed or conditioned;
the date of such confirmation referred herein as the “Production Confirmation Date”);
(b) CPTH delivers written confirmation to Licensor that it has received interest in the
Series from potential Television Licensees in all three of the following countries:
Mexico, Colombia and Argentina (the “Key Markets”);
(c) CPTH delivers written notice to Licensor that it has interest in the Series from
potential Television Licensees that will generate Net Receipts of an estimated six million
United States Dollars (US$6,000,000) or more, provided that in the event such written
notice estimates Net Receipts to be less than six million United States Dollars
(US$6,000,000), Licensor shall notify CPTH, within sixty (60) days from the date such
written notice is received, if Licensor agrees to waive or lower this requirement or make
up for the shortfall between the estimated Net Receipts and six million United States
Dollars (US$6,000,000); and
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(d) CPTH shall negotiate with Televisa in good faith to become the Television Licensee
for Mexico before negotiating with any other third party to act as a Television Licensee
for Mexico (clauses (a), (b), (c) and (d) of this Section 3.1(b) collectively referred
hereinafter as the “Minimum Interest Threshold’),
then the Term shall be extended to the first anniversary of the Production Confirmation Date. In
the event CPTH has not secured interest in the Series that meets the Minimum Interest Threshold
within six (6) months of the Effective Date, all Rights shall revert back to Licensor.
3.2
Notwithstanding the Term, CPTH may license a Program for a period starting
before the Term expires but expiring after the Term expires.
3.3
During the Term, Licensor shall not distribute, broadcast, exhibit and/or otherwise
exploit or authorize the distribution, broadcasting, exhibition and/or exploitation of any Program
in any media (a) throughout any Territory for the period commencing from the broadcast
premiere of the first Program in any country throughout the Territory and expiring thirty (30)
days after the broadcast premiere of the Finale for such Territory, except that Licensor shall be
permitted to distribute, broadcast and/or otherwise exhibit the Programs solely on Licensorcontrolled websites and internet applications (e.g., UFC.tv) or (b) outside the Territory where
such exploitation infringes or is intended to infringe on CPTH’s exploitation of its Rights within
the Territory.
4. Rights.
4.1
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Licensor hereby grants to CPTH, the sole, irrevocable and exclusive right
(subject to Section 3.3), under copyright, throughout the Term, to (and cause and license others to)
exhibit, distribute, market, display, transmit, broadcast, perform, advertise, publicize, exploit, sell,
license, derive revenues from, rent, dispose of and otherwise communicate publicly or privately
and/or turn to account the Television Rights and Catch-Up Rights in the Programs (and its themes
and other elements), and trailers and clips and excerpts therefrom in the Licensed Languages in the
Territory for the Term.
4.2
In addition, and without limiting the generality of the foregoing, such Rights
granted to CPTH shall include without limitation the sole, exclusive and irrevocable right to (and
cause and license others to) (i) use clips from the Programs, cut and use trailers, engage in all
customary promotional and marketing activities regarding the Programs, including without
limitation the exclusive right to engage in marketing, advertising, promotion, “co-promotions”
and “commercial tie-ins”, (collectively, “Advertising”) as such terms are commonly understood
in the motion picture industry in Los Angeles, California, as well as the right to use, produce and
exploit any Special Feature Material (as defined at Section 5.3) in connection with the
exploitation of the Programs; (ii) use, perform and exploit all music, lyrics and/or musical
performances created for the Programs and Special Feature Material, any pre-existing music
licensed for use in the Programs and Special Feature Material, and the master recordings in
connection therewith (collectively the "Program Music"), or portions thereof (regardless of usage
or timing), for exploitation of the Rights, in synchronism or in timed relation with the Programs
and in all forms of in-context and out-of-context Advertising in any and all media now known or
hereafter devised, (iii) use the approved names, voices and likenesses (collectively
“Likenesses”), of all persons who appear in, or above-the-line persons who rendered services in
connection with the production of, the Programs (including Contestants) for purposes of the
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Advertising of the Programs, as well as the right to use the approved Likenesses of the writers
and performing artist(s) of the Program Music for purposes of the Advertising for the Programs;
(iv) edit and permit the editing of (and make changes and modify) all prints and copies of the
Programs in its discretion including but not limited to, for aspect ratio, selection of any bonus
material to be included, for transfer of the Programs (including without limitation panning and
scanning), for insertion of commercials for edits required to accommodate the media of
distribution allowed hereunder, for chaptering, or to accommodate time restrictions or censorship
obligations always without the removal of title and end credits, copyright notice or anti-piracy
warning and dub and subtitle and permit the dubbing and subtitling; (v) manufacture and
distribute, or cause to be manufactured and distributed, advertising accessories of all types and
kinds in connection with the exhibition and distribution of the Programs, all of which shall be the
sole property of CPTH [I DON’T KNOW IF ZUFFA WILL AGREE TO THIS]; (vi) include
CPTH’s (or one or more of CPTH’s affiliates, licensees or subdistributors) name, logo,
trademark or emblem in such manner, position, form and substance as CPTH may elect on the
prints of the Programs, and on all advertising and publicity material for the Programs together
with such words as CPTH may elect indicating that the Programs is being distributed by CPTH
or one of its Television Licensees or any of its affiliates; and (vii) translate the original title of
the Programs into any and all languages and change the title of the non-original language
versions of the Programs [I DON’T KNOW IF ZUFFA WILL AGREE TO THIS SINCE
LICENSED LANGUAGE IS SPANISH (UNLESS WE’RE GRANTED ASIA, IN WHICH
CASE ENGLISH AND LOCAL ASIAN LANGUAGE SUBS/DUBS ARE INCLUDED)].
All music licenses, whether master use or synchronization licenses, shall be subject to approval
of CPTH [I DON’T KNOW IF ZUFFA WILL AGREE TO THIS]. CPTH shall have the
right to freely assign, license, sublicense and/or otherwise transfer, convey and/or encumber any
and/or all of the Rights, at any time and from time to time, in whole or in part, to any affiliate or
other entity that directly or indirectly controls, is controlled by, or is under common control with
CPTH or in connection with any merger, consolidation, reorganization, sale of all or
substantially all of its related assets or similar transaction [I DON’T KNOW IF ZUFFA WILL
AGREE TO THIS].
4.3
With respect to the Term set forth in Section 3.1, Licensor grants to CPTH an
exclusive right of first negotiation with regard to the extension of the Term (“Right of First
Negotiation to Extend the Term”) as follows: upon CPTH’s receipt of written notice from License,
the parties shall engage in exclusive good faith negotiations for the extension of the Term of this
Agreement with respect to the Programs. If the parties cannot, after ninety (90) days of negotiation,
reach a mutually satisfactory agreement, Licensor shall be free thereafter to make and/or receive
offers from third parties with respect to the Rights hereunder.
4.4
In addition to the Right of First Negotiation to Extend the Term Licensor agrees that
CPTH shall have an exclusive Right of First Negotiation for Derivative Works (defined below) to
acquire rights in and for any derivative work based on any part of a Program, and/or its themes or
other elements, including without limitation any additional seasons, sequels or spin-offs, produced,
owned, or controlled by Licensor or any affiliated or related company involving the Programs (each
a “Derivative Work”). A “Right of First Negotiation for Derivative Works” with regard to any
Derivative Work shall mean that Licensor shall notify CPTH in writing no later than fifteen (15)
days (“Derivative Work Notice”) after it has determined that production shall commence on, or
otherwise determined to distribute or exploit, any Derivative Work, and the parties shall engage in
exclusive good faith negotiations with respect to the licensing of such Derivative. If the parties
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cannot, after ninety (90) days of negotiation, reach a mutually satisfactory agreement, Licensor shall
be free thereafter to make and/or receive offers from third parties with respect to the Rights
hereunder.
4.5
The rights described in this Section 4 shall be referred to herein as the “Rights”.
5. Delivery.
5.1
Licensor shall, at its sole cost and expense, Deliver in accordance with Section 2.5
the Programs and all available advertising and promotional materials and all the elements and
materials set forth on Schedule B (the “Delivery Items”), in each case free and clear for
exploitation, which Schedule is attached hereto and incorporated herein by this reference.
“Delivery”, “Deliver” and “Delivered” with respect to any country in the Territory shall mean,
with respect to the Programs, CPTH’s or a Television Licensee’s (to the extent Delivery to such
Television Licensee is mutually agreed by both Licensor and CPTH) receipt, at Licensor’s sole
cost and expense, and technical acceptance of all of the Delivery Items listed in Schedule B
attached hereto, and CPTH’s and/or Television Licensee’s (to the extent Delivery to such
Television Licensee is mutually agreed by both Licensor and CPTH) Approval (as defined at
Section 5.2) of such Delivery Items according to the procedures set forth below. Delivery shall
be made to CPTH and/or Television Licensee’s (to the extent Delivery to such Television
Licensee is mutually agreed by both Licensor and CPTH) at the addresses as set forth in
Schedule B.
5.2
CPTH and/or Television Licensee (as the case may be) shall have the right to
inspect and examine all Delivery Items tendered for delivery hereunder. All Delivery Items to be
delivered or made available to CPTH and/or Television Licensee (as the case may be) pursuant
to this Agreement are and shall be of first class technical quality suitable for no less than first
class exhibition of each Program. In the event that CPTH and/or Television Licensee (as the
case may be), in its good faith business judgment determines that any Delivery Items delivered in
respect of each Program are not of first class technical quality suitable for no less than first class
exhibition and are not free of all technical defects, or are incomplete or legally insufficient,
CPTH and/or Television Licensee (as the case may be) shall provide Licensor with notice thereof
and Licensor shall have ten (10) business days to replace such item. Upon delivery of such
replacement Delivery Item(s), CPTH and/or Television Licensee (as the case may be) shall have
the right to inspect such Delivery Item(s). If CPTH and/or Television Licensee (as the case may
be) in its sole discretion determines that such replacement Delivery Item(s) are not of a technical
quality suitable for first class exhibition and are not free of all technical defects, CPTH and/or
Television Licensee (as the case may be) shall provide Licensor with notice thereof and Licensor
shall have another ten (10) business days to deliver acceptable replacement Delivery Item(s). If
CPTH and/or Television Licensee (as the case may be) has not sent a notice within ten (10)
business days of receipt of a Delivery Item (provided that CPTH’s or Television Licensee’s (as
the case may be) appropriate review of such item is not dependent upon CPTH’s or Television
Licensee’s (as the case may be) receipt and review of other items which are in conjunction
therewith) then such item shall be deemed approved (“Approval”) (but notwithstanding such
deemed approval, CPTH specifically reserves all its rights and remedies with respect to all other
Delivery Items). If Delivery is not completed within the time specified above and in the manner
and in accordance with the other requirements of this Agreement, CPTH (without prejudice to
any other right or remedy) may, on behalf of itself and/or any Television Licensee, but shall not
be obligated to, (i) itself supply at Licensor’s cost or require Licensor to promptly supply such
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items or materials as Licensor failed to supply in the first instance, provided that the cost of any
Delivery Item supplied by CPTH shall, at CPTH’s option and without limiting any of CPTH’s
rights and remedies, be (a) promptly reimbursed to CPTH by Licensor or (b) withheld from any
amounts due to Licensor hereunder; (ii) extend the end date of the Term by a number of days
equal to the sum of (a) 30 days plus (b) the number of days after the original delivery deadline
for the Delivery Items that complete delivery in accordance with this paragraph occurs; or (iii)
terminate all of CPTH’s obligations hereunder with respect to such Program(s), in which event,
upon demand, Licensor will pay CPTH a sum equal to all unrecouped costs and expenditures
incurred by CPTH in respect of such terminated Programs. If Licensor fails to reimburse CPTH,
or pay unrecouped costs and expenditures as set forth above, without prejudice to any other right
or remedy it may have, CPTH shall have the right (but not the obligation) to deduct such costs
and expenditures as a Distribution Expense as set forth in Section 9. Acceptance by CPTH
and/or any Television Licensee (as the case may be) of incomplete Delivery of Delivery Items
with respect to the Programs or release or other exploitation of the Programs shall not constitute
a waiver of CPTH’s right to demand and require full and complete Delivery of the Delivery
Items for the Programs. For purposes hereof, “Final Delivery Date” with respect to the Programs
shall mean the date upon which Licensor makes full, final and complete Delivery of all Delivery
Items for the Programs acceptable to CPTH and/or Television Licensee (as the case may be), in
its sole discretion, unless otherwise modified by CPTH and/or Television Licensee (as the case
may be) in writing. It is specifically agreed that for the purposes of this Section, time is of the
essence.
5.3
Special Feature Material. Licensor agrees herein to Deliver to CPTH and/or
Television Licensees (as the case may be), without payment of any manufacturing, duplication,
delivery, permission or other fee by CPTH or Television Licensees (as the case may be) any and
all so-called special feature or bonus material including, without limitation, the “making of”
materials created in connection with the Programs, behind-the-scenes footage, b-roll, cast and/or
crew interviews and commentaries (pre-approved by any third parties which may have approval
rights thereover pursuant to talent or other third party agreements) produced in connection with
such Programs (as more specifically detailed in Schedule B hereto) (“Special Feature Material”)
for CPTH’s use in connection with the Programs in accordance with the Rights granted
hereunder. Licensor represents and warrants that it has cleared all such Special Feature Material
for all uses by CPTH and/or Television Licensee (as the case may be), in accordance with this
Agreement.
6. Credits/Editing.
6.1
As soon as shall be practicable but in no event later than upon the Final Delivery
Date for the Programs, Licensor shall deliver to CPTH a complete written statement showing the
exact form and manner of the main and end titles of each Program, copyright and trademark
notices, the full text of all advertising credit obligations, and any and all talent
restrictions/approvals. Such copyright and trademarks shall be included on all promotional and
advertising material prepared by CPTH. CPTH agrees that it will not unreasonably withhold its
approval of Licensor’s credit list. CPTH shall not be obligated to give paid ad credit in any paid
advertising which CPTH customarily deems to be “Excluded Ads”, subject to customary
exclusions. No casual or inadvertent failure of CPTH to comply with any provision hereof shall
constitute a breach of this Agreement and the rights and remedies of Licensor or any third party,
in the event of a breach relating to credit by CPTH, shall be limited to an action at law for
damages, provided that upon receiving written notice of any failure to comply with any provision
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hereof relating to credits, CPTH shall use commercially reasonable efforts to correct such credit
as soon as practicable with respect to new or additional materials subsequently created.
6.2
CPTH shall have the right, at its discretion, to make any and all changes and
modifications in the Programs (including the Programs’ title(s)) which CPTH shall determine to
be necessary or desirable. [I DON’T KNOW IF ZUFFA WILL AGREE TO THIS] If such
changes are desirable by reason of censorship, registration (i.e. ratings) or other requirements of
governmental or other authorities or law, then, either (A) CPTH shall have the right to cause
Licensor, at Licensor’s cost, to make any and all such changes and modifications in the Programs
or (B) CPTH shall have the right to make such modifications itself and any costs associated
therewith shall be withheld from Licensor’s Share (as such term is defined in Section 9 below).
Licensor agrees to cooperate with CPTH to clear customs, registrations and censorship or similar
authorities and any fees associated therewith may be deductible from any amounts payable to
Licensor, including without limitation the Licensor’s Share.
7. Distribution Fee. In connection with CPTH’s exploitation of the Rights, CPTH shall retain
a distribution fee in an amount equal to thirty percent (30%) of Gross Receipts (defined in this
Section 7) from exploitation in the Territory of the Rights (“Distribution Fee”). “Gross
Receipts” shall mean all revenue which CPTH actually receives from the exploitation,
distribution, sale, sub-licensing, exhibition, advertising or other forms of exploitation of the
Programs hereunder.
8. Certain Expenses.
8.1
Third Party Payments. As between Licensor and CPTH, Licensor shall be
responsible for (a) any and all Third Party Payments (as defined below) and (b) making such
Third Party Payments directly to the applicable third parties. If Licensor fails to comply with (b)
of the preceding sentence, CPTH shall have the right, but not the obligation, to make such Third
Party Payments on behalf of Licensor and: (i) deduct from Licensor’s Share payable to Licensor
hereunder such Third Party Payments as an additional Distribution Expense paid by CPTH to
third parties on behalf of Licensor, as provided in Section 9 hereof; or (ii) invoice Licensor for
such Third Party Payments paid by CPTH to third parties on behalf of Licensor. “Third Party
Payments” shall mean any and all guild and other third party payments (other than music
performance rights) that may become payable as a result of CPTH’s exploitation of the Programs
hereunder including, without limitation, any residuals, reuse fees, music synchronization and
mechanical fees, literary, artistic, musical, technological and/or intellectual property fees and
participations in the proceeds (net or gross) of the Programs.
8.2
Payment of Distribution Expenses. As between Licensor and CPTH, CPTH shall
incur any and all Distribution Expenses (defined below) and deduct the amount of such
Distribution Expenses from Gross Receipts (defined below), as provided in Section 9 hereof.
“Distribution Expenses” shall mean any and all costs and expenses incurred in connection with
the release, delivery, distribution and exploitation of the Programs, including, without limitation,
the Delivery of the Delivery Items and translation thereof in accordance with Section 5;
shipping, mailing and insurance costs; storage; cleaning and inspection; mastering, submastering,
and duplication costs, duplication of scripts and music cue sheets; residuals not covered by
Section 8.1; renewal of music synchronization licenses; all taxes (other than corporate income
taxes), whether sales, gross receipts, value added, withholding, remittance, excise, property, use,
transfer or similar taxes, levies, customs duties, import charges, penalties, fines or interest,
however denominated, imposed by a governmental authority or taxing authority (whether
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federal, local, territorial or state of the United States or any country in the Territory); foreign
language dubbing and/or subtitling, and all other usual distribution costs customarily incurred.
8.3
Promotional Expenses. As between Licensor and CPTH, CPTH shall incur any
and all Promotional Expenses (defined below) and deduct the amount of such Promotional
Expenses from Gross Receipts (defined below), as provided in Section 9 hereof. “Promotional
Expenses” shall mean any and all costs and expenses incurred in connection with the marketing
of the Programs, including all expenses for advertising, marketing, promotion, merchandizing,
and publicity of the Programs, which in the aggregate shall not exceed twenty thousand United
States Dollars (US$20,000) without the prior written approval of Licensor.
9. Net Receipts and Accounting. In full consideration of the Rights and the representations,
warranties and covenants made by Licensor hereunder, CPTH shall pay to Licensor, for the
Programs, an amount (“Licensor’s Share”) equal to one hundred percent (100%) of the Net
Receipts (as defined below) derived from the distribution and exploitation of the Programs by
CPTH. As used herein, the term “Net Receipts” shall mean all Gross Receipts less the following
deductions in the following order of priority: (i) CPTH’s Distribution Fee; (ii) any and all
Distribution Expenses; (iii) any and all Promotional Expenses and (iv) any and all Third Party
Payments to the extent paid for by CPTH (subject to the twenty thousand United States Dollars
(US$20,000) cap set forth in Section 8.3).
10. Payments and Accounting Statements.
10.1 CPTH shall have the right to cross-collateralize the Gross Receipts (after CPTH
deducts its Distribution Fees) earned for exploitation of the Rights in the Programs throughout
the Territory and the Term for purposes of recouping the Distribution Expenses, Promotional
Expenses and Third Party Payments, and calculating Licensor’s Share.
10.2 Subject to Section 10.1 hereof, CPTH shall credit Licensor’s Share to the Programs
to Licensor within sixty (60) days after the end of each six-month period (i.e., January through
June and July through December) in which the related Gross Receipts are received pursuant to
Sections 9 and 10 hereof continuing through the end of the Term.
10.3 Licensor hereby directs CPTH to make all payments for the Programs in U.S.
Dollars to Licensor at the following bank account:
[ZUFFA- PLEASE INSERT PAYMENT INFORMATION BELOW]
Bank Name:
Bank Address:
Account No.:
Swift Code:
10.4 CPTH shall account to Licensor and provide customary participations statements
within sixty (60) days after each consecutive semi-annual period (i.e., for the periods January
through June and July through December) in a form CPTH customarily details such calculations
for other licensors. If in any such period the deductions allowed pursuant to this Agreement for
the Programs exceed Gross Receipts reported for the Programs, such excess shall be deducted
from Gross Receipts in each succeeding semi-annual period until such excess has been totally
recouped. Accounting Reports shall be sent to the parties as set forth in Section 17.
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10.5 CPTH shall not be liable for any default or delay in payments from any licensee of
CPTH (including without limitation, any Television Licensee) with respect to the Programs,
provided that CPTH shall take commercially reasonable steps to cause such licensee to pay any
monies owed by such licensee in connection with its license of the Programs.
10.6 Books of account in respect of the distribution of the Programs, and other rights
referred to in the Agreement relating to the distribution of the Programs (which books of account
are hereinafter referred to as "records"), shall be kept at CPTH’s various offices (both in the
United States and abroad) where generated or customarily kept, including the underlying receipts
and vouchers in connection therewith for as long as such receipts and vouchers are customarily
retained by such office (provided, however, that the foregoing obligation shall apply only to
CPTH and not to any subdistributors of the Programs, including without limitation, any
Television Licensee). During the Term and for a period of one (1) year thereafter, Licensor may,
not more than one (1) time per calendar year and upon not less than sixty (60) days prior written
notice, audit the CPTH’s records related to the applicable license agreement with Television
Licensees, provided that (a) any such audits will be (i) at Licensor’s sole cost and expense; (ii)
conducted for a period no longer than ten (10) consecutive business days by a certified public
accountant (subject to customary confidentiality terms and CPTH’s reasonable approval) during
normal business hours in such a manner as to not unreasonably interfere with its normal business
operations; and (b) Licensor shall be barred from commencing any action on any statement older
than twelve (12) months.
11. Licensor Covenants, Representations and Warranties; Indemnity.
11.1 Licensor hereby covenants, warrants and represents to CPTH that: (a) it is a
limited liability company duly formed and validly existing in good standing under the laws of the
state of formation, it is the sole and exclusive owner of the rights granted to CPTH hereunder and
the execution and delivery of this Agreement by Licensor and the consummation by Licensor of
the transactions contemplated hereby have been duly authorized and no other corporate or
partnership proceeding or consent on the part of Licensor is necessary to authorize this
Agreement and the transactions contemplated hereby and to perform its obligations hereunder
and this Agreement is the legally valid and binding obligation of Licensor enforceable against
Licensor in accordance with its terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, or other similar laws affecting creditors’ rights generally or by general
equity principles; (b) the copyright in each Program licensed hereunder and in the literary,
dramatic and musical material upon which such Program is based or which is contained therein
is and shall be valid and subsisting throughout the Territory during the Term, and no part is or
will be in the public domain during the Term, Licensor shall at its sole cost and expense take all
steps necessary to secure and maintain U.S. Copyright protection for each Program and shall,
along with the Delivery Items, furnish CPTH with a copy of the application for copyright and a
conformed certificate of the same; (c) the Rights, the revenues derived from the Rights and the
Programs, when delivered to CPTH and thereafter, shall be and remain free and clear of any lien,
claim, charge, encumbrance, security interest, restriction, agreement, commitment grant,
assignment or arrangement with any third party with respect to the Programs, the underlying
material upon which the Programs are based or the physical materials thereof, which might, in
any way, interfere with, impair or adversely affect any of the Rights granted to CPTH hereunder
any of the provisions of this Agreement or the use or enjoyment by CPTH of any of the Rights
granted to it hereunder, and (other than as specifically provided in this Agreement) there are and
will be no payments of any kind required to be made by CPTH in respect of, or as result of, any
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use by CPTH of the Programs or exercise of its Rights hereunder; (d) Licensor has secured and
will maintain all of the rights, permissions and licenses (including all music licenses) required to
enable CPTH to fully exploit the Programs pursuant to the terms of this Agreement including,
without limitation, the right to use any performers’, or real persons’ (whether living or dead)
names, likenesses and biographies in connection with the Advertising; (e) the Programs, and all
parts thereof will be or have been produced in compliance with any and all relevant laws, rules,
regulations, guidelines, whether state, federal, international or local (e.g., those imposed by any
union, guild or labor organization), applicable to the publication and completion of motion
pictures; (f) no part of any Programs (including the music contained therein) nor CPTH’s
exercise of any Rights granted hereunder will violate, infringe upon or give rise to any adverse
claim with respect to any common law or other right (including, without limitation, the
trademark, tradename, service mark, copyright, right of privacy or publicity, literary dramatic or
musical right, or property right) of any person or entity (including Likeness) and does not contain
any language or material which is libelous, slanderous or defamatory; (g) there is not now
outstanding any litigation or threatened litigation or any claims, demands, investigations or
threats of claims with respect to the Programs, the dramatic or musical material upon which the
Programs are based, or which is used therein, or the physical properties thereof; (h) Licensor has
not done and will not do or permit any person or entity to do anything which interferes with the
full performance of Licensor’s obligations or CPTH’s Rights hereunder; (i) the non-dramatic
performing rights to all music contained in the Programs are controlled by BMI, ASCAP,
SESAC or a performing rights society having jurisdiction in the Territory, or in the public
domain, or controlled by Licensor so that no additional clearance of, or payment with respect to,
such rights will be required by CPTH in connection with the exploitation of the Rights granted
hereunder (in which event such rights are hereby assigned to CPTH to the extent necessary for
the exercise of CPTH’s Rights hereunder); (j) Licensor has obtained all of the rights, permissions
and licenses from the applicable artists producers, record companies, songwriters, composers,
and publishers required to enable CPTH to fully exploit the Rights granted hereunder, the
following: (1) all synchronization, master use, performing rights licenses and other agreements
(including applicable waivers) necessary for the use of all Program Music contained in the
Programs in connection with the Rights granted to CPTH hereunder, (2) all Rights in connection
with master recordings newly recorded for or first exploited in connection with the Programs,
including all required waivers from applicable record companies, and (3) any and all other
documents necessary to grant the Rights in and to the music contained in the Programs (in
connection with the Programs), to CPTH (collectively “Music Rights”); (k) CPTH will not be
obligated to make any Third Party Payments to any person or entity, unless otherwise expressly
specified in this Agreement, in connection with the exercise by CPTH or its licensees of the
Rights granted to CPTH hereunder; (l) Licensor shall provide CPTH at no additional expense to
CPTH any access to any foreign language tracks, versions and materials of the Programs to
which Licensor has free access; and (m) to the extent the Programs or the underlying properties of
such Programs are based upon or related to, events in the life of real persons, living or dead, or
portrays real persons, Licensor has obtained all personal releases and other rights necessary to
permit CPTH to exploit the Programs in the manner provided herein without violating any third
party rights or incurring any obligation to any third party, and Licensor shall provide true and
correct copies of such personal releases to CPTH as part of the chain of title documents hereunder.
To the extent Licensor engages in any third party product placement, commercial tie-in
advertising or endorsements in connection with the Programs or the Series, Licensor hereby
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agrees to make additional representations and/or warranties, as may be requested by CPTH, such
representations and warranties to be deemed made hereunder as of the Effective Date.
11.2 Licensor shall indemnify, defend and hold harmless CPTH (and CPTH’s
affiliates, and its and their respective directors, officers, employees, agents, representatives,
successors, assigns and licensees) (collectively, the “CPTH Indemnified Parties”) from and
against all loss, cost, liabilities and expenses (including, without limitation, reasonable outside
attorneys’ fees, court costs and any judgment and settlement payments) or claims suffered by,
incurred by or imposed upon the CPTH Indemnified Parties by reason of or relating to (a) any
breach by Licensor of any of Licensor’s representations, warranties, undertakings and covenants
hereunder and/or (b) the Series, the competition therein or any Contestant. Each party hereto
shall give the other party prompt written notice of any claim or action which is or may be
covered by this Section 11.2 and which comes to such party’s attention; provided however, that
any failure of CPTH to notify Licensor of any such event shall reduce Licensor’s indemnification
obligation only to the extent Licensor is prejudiced by such failure. Upon CPTH’s request,
Licensor shall from time to time advise CPTH or CPTH’s counsel of any developments as to any
claim or action which is or may be covered by this Section 11.2 and shall consult with CPTH or
CPTH’s counsel as to the determination of major policies of defense or settlement, but Licensor
shall have primary control over the defense of and the right to settle any such claim or action,
although CPTH may participate in the defense thereof at CPTH’s own expense. It is agreed,
however, that Licensor may not settle any claim or action without CPTH’s prior written consent
(which shall not be unreasonably withheld, conditioned or delayed) if such settlement would
result in any manner of injunctive or injunctive-like relief or would in any manner materially
impair or inhibit the quiet enjoyment of CPTH’s Rights hereunder.
11.3 Licensor shall secure and maintain standard producer’s liability and errors and
omissions insurance in the minimum amounts of at least US $3,000,000 for any claim arising out
of a single occurrence and US $5,000,000 for all claims in the aggregate until at least three (3)
years after the Final Delivery Date, which policies shall be endorsed by the insurance carrier,
name the CPTH Indemnified Parties as additional insureds, and shall contain a provision
negating the “other insurance clause” therein, together with a statement that such policies are
primary and that any insurance carried by the CPTH Indemnified Parties is neither primary nor
contributory and may not be cancelled without first providing the CPTH Indemnified Parties
with thirty (30) days written advanced notice of cancellation or non-renewal. Licensor shall
deliver to CPTH a certificate evidencing such insurance concurrently with the execution of this
Agreement, and as more specifically set forth at Schedule B attached hereto.
12. CPTH Covenants, Representations and Warranties; Indemnity.
12.1 CPTH hereby represents and warrants to Licensor that: (a) CPTH has the requisite
corporate power and authority to enter into this Agreement and to perform its obligations
hereunder and this Agreement is the legally valid and binding obligation of CPTH enforceable
against CPTH in accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally or by general
equity principles; (b) the execution and delivery of this Agreement by CPTH and the
consummation by CPTH of the transactions contemplated hereby have been duly authorized and
no other corporate proceeding or consent on the part of CPTH is necessary to authorize this
Agreement and the transactions contemplated hereby; and (c) CPTH will take no action in the
course of its Rights hereunder or the distribution of any Programs which violates the rights of
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any third party (so long as such violation is not a result of Licensor’s breach of its
representations, warranties, undertakings and covenants set forth in this Agreement) or violates
any statute, regulation, court order, principal or common or judicial law, or any other law of any
federal, state, municipal or other applicable jurisdiction.
12.2 CPTH shall indemnify and hold harmless Licensor (and Licensor’s affiliates, and
its and their respective directors, officers, employees, agents, successors, representatives, assigns
and licensees) (collectively, the “Licensor Indemnified Parties”) from and against all loss, cost,
liabilities and expenses (including, without limitation, reasonable outside attorneys’ fees, court
costs and any judgment and settlement payments) or claims suffered by, incurred by or imposed
upon the Licensor Indemnified Parties by reason or any breach by CPTH of any of CPTH’s
representations, warranties, undertakings and covenants hereunder or by reason of CPTH’s
distribution of the Programs hereunder, except to the extent resulting from Licensor’s breach of
its representations, warranties, undertakings and covenants set forth in this Agreement except to
the extent caused solely by a breach of this Agreement by Licensor. For the avoidance of doubt,
Licensor acknowledges and agrees that it (and/or its affiliate) (a) oversees the Series and the
actual competition among the Contestants therein and (b) monitors the progress of such
Contestants. As such, Licensor further acknowledges and agrees that, as between Licensor and
CPTH, CPTH shall (i) have no liability whatsoever in connection with the Series, the
competition or any Contestant and (ii) be indemnified by Licensor from any third party claims
arising therefrom, or in connection therewith, in accordance with Section 11.2. Each party
hereto shall give the other party prompt written notice of any claim or action which is or may be
covered by this Section 12.2 and which comes to such party’s attention; provided, however, that
any failure of Licensor to notify CPTH of any such event shall reduce CPTH’s indemnification
obligations only to the extent CPTH is prejudiced by such failure. Upon Licensor’s request,
CPTH shall from time to time advise Licensor or Licensor’s counsel of any developments as to
any claim or action which is or may be covered by this Section 12.2 and shall consult with
Licensor or Licensor’s counsel as to the determination of major policies of defense or settlement,
but CPTH shall have primary control over the defense of and the right to settle any such claim or
action, although Licensor may participate in the defense thereof at Licensor’s own expense.
12.3 CPTH agrees to (a) use reasonable commercial efforts to ensure that Television
Licensees air (i) the Episodes between 7:00 pm and 12:00 am local time within a twelve (12)
week period and (ii) the Episodes and the Finale within a sixteen (16) week contiguous window;
provided that CPTH’s failure to cause any Television Licensees to comply with (i) or (ii) shall
not constitute a breach hereunder; and (b) discuss, from time and time, with Licensor (to the
extent provided by Television Licensees to CPTH and not subject to any confidentiality
provisions) the license fees, time slots and marketing commitments of Television Licensees that
have actually licensed the Series for distribution in the applicable Territory; provided that CPTH
shall not commit to license the Series until the Minimum Interest Threshold criteria have been
met.
13. Default.
13.1 CPTH shall be in default of this Agreement if (a) CPTH fails or refuses to
perform any of its material obligations hereunder or breaches any other material provision
hereof, or (b) CPTH becomes insolvent or appoints a receiver or a petition under any bankruptcy
act shall be filed by or against CPTH (which petition, if filed against CPTH, shall not have been
dismissed within 30 days thereafter), or CPTH executes an assignment for the benefit of
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creditors, or CPTH takes advantage of any applicable insolvency, bankruptcy or reorganization
or any other like or analogous statute, or experiences the occurrence of any event analogous to
the foregoing (each of the above acts is hereinafter referred to as an “CPTH Event of Default”).
Immediately upon the occurrence of an CPTH Event of Default under subclause (a) that is not
curable, or an CPTH Event of Default under subclause (b), or if CPTH fails to cure an CPTH
Event of Default under clause (a) that is curable within thirty (30) days after delivery by Licensor
to CPTH of a written notice of such failure or breach, then Licensor may (x) in the event of an
CPTH Event of Default specified in subclause (a) above, terminate the license for the Programs
to which such default relates or (y) in the event of an CPTH Event of Default specified in
subclause (b) above, terminate this Agreement, in each case by giving written notice to CPTH.
13.2 Licensor shall be in default of this Agreement if (a) Licensor fails or refuses to
perform any of its material obligations hereunder or breaches any material provision hereof, or
(b) Licensor becomes insolvent or appoints a receiver or a petition under any bankruptcy act
shall be filed by or against Licensor (which petition, if filed against Licensor, shall not have been
dismissed within thirty (30) days thereafter), or Licensor executes an assignment for the benefit
of creditors, or Licensor takes advantage of any applicable insolvency, bankruptcy or
reorganization or any other like statute, or experiences the occurrence of any event analogous to
the foregoing (each of the above acts is hereinafter referred to as a “Licensor Event of Default”).
Immediately upon the occurrence of a Licensor Event of Default under clause (a) that is not
curable, or a Licensor Event of Default under clause (b), or if Licensor fails to cure a Licensor
Event of Default under clause (a) that is curable within thirty (30) days after delivery by CPTH
to Licensor of a written notice of such failure or breach, then CPTH may, in addition to any and
all other rights which it may have against Licensor, immediately terminate this Agreement and/or
any or all licenses hereunder by giving written notice to Licensor.
13.3 Notwithstanding anything to the contrary contained in Sections 13.1 or 13.2, no
termination of this Agreement for any reason shall relieve or discharge, or be deemed or
construed as relieving or discharging, any party hereto from any duty, obligation or liability
hereunder which was accrued as of the date of such termination.
14. Copyright. Licensor hereby acknowledges and agrees that the Programs licensed hereunder
shall contain a copyright notice in the name of the copyright proprietor conforming to and
complying with the requirements of the applicable copyright laws of the Territory. CPTH may,
in its own name (or in the name of the copyright proprietor), take such steps as CPTH may deem
necessary or appropriate by action at law or otherwise, to prevent any unauthorized
reproductions, exhibition or distribution of the Programs, any infringement of the copyright of
the Programs or any impairment of or encumbrance on the Rights granted to CPTH hereunder.
Licensor agrees that upon the request of CPTH it shall promptly execute and deliver to CPTH
such additional documents as CPTH may reasonably need in connection with the foregoing and
Licensor hereby irrevocably appoints and designates CPTH as its attorney-in-fact to exercise and
file all such documents requested by CPTH pursuant to this Section 14, with a copy of any such
filed document to be provided to Licensor upon request. This power-of-attorney is coupled with
an interest.
15. Distribution/Exploitation. [CPTH shall have absolute discretion concerning the exploitation
of the Programs, including without limitation the right to release and distribute (and/or refrain
from releasing and distributing) the Programs in such manner and media and through such
releasing or distribution entity or entities (and/or to engage such subdistributors or licensees) as it
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so chooses.] [I THINK ZUFFA MAY BALK AT THIS SENTENCE.] CPTH makes no
representation, warranty, guarantee or agreement as to the amount of receipts, which may be
derived from the distribution, exhibition or other exploitation of any Programs and the Rights,
nor does CPTH guarantee the performance of any contract for the exhibition of any Programs.
Licensor hereby releases and discharges CPTH from any and all liabilities for any loss or
damage which Licensor may suffer by reason of CPTH’s failure to release, market, advertise or
exploit any Programs, or to exercise any of the Rights. Notwithstanding anything to the contrary
contained herein, CPTH shall have the right, in CPTH’s sole discretion, to withhold distribution
of any Programs or to withdraw any Programs from distribution anywhere in the Territory at any
time during the Term.
16. Further Assurances. Each of the parties shall execute and deliver any further documents or
instruments the other may reasonably request to carry out the intent of this Agreement.
17. Notices. All notices, claims, certificates, requests, demands and other communications
under this Agreement shall be made in writing and shall be delivered by hand or sent by
telecopy, or sent, postage prepaid, by registered, certified or express mail, or reputable overnight
courier services, and shall be deemed given when so delivered by hand or upon confirmed
receipt if delivered by telecopy or facsimile, or if mailed, five (5) days after mailing (one (1)
business day in the case of express mail or overnight courier service) to the parties at the
addresses set forth below (or at such other address for a party as shall be specified by like
notice). If a notice is sent to a party outside of the country of the sender, such notice shall be
sent by express mail or overnight courier service.
If to Licensor:
ZUFFA INTERNATIONAL, LLC
2960 W. Sahara
Las Vegas, Nevada 89102
USA
Attn: _______________
Fax: _______________
If to CPTH:
CPT HOLDINGS, INC.
10202 West Washington Boulevard
Culver City, California 90232
USA
Attn.: President
Fax: 1-310-244-6353
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With a copy to:
SONY PICTURES ENTERTAINMENT INC.
10202 West Washington Boulevard
Culver City, California 90232
USA
Attn.: Executive Vice-President, Deputy General Counsel
Fax: 1-310-244-2169
18. Miscellaneous Terms.
18.1 Licensor hereby acknowledges that the Programs and the Rights granted to CPTH
hereunder for the Programs are of a special, unique and extraordinary character which gives
them a peculiar value, for the loss of which CPTH cannot be reasonably or adequately
compensated in damages in any action at law and that a breach of this Agreement by Licensor
(including, but not limited to, a breach of its Delivery requirements pursuant to Section 5 hereof)
will cause CPTH irreparable injury and damage. Licensor therefor expressly agrees that in the
event of a breach or threatened breach of this Agreement by Licensor, that impairs CPTH’s
ability to exploit the Rights, CPTH shall, in its sole discretion, be entitled to seek injunctive and
other equitable relief against Licensor to end or prevent such breach and to secure enforcement
of this Agreement. Resort to equitable relief, however, shall not be construed as a waiver of any
other rights or remedies which CPTH may have for damages or otherwise. Notwithstanding any
other provision of this Agreement, Licensor’s sole remedy for any breach by CPTH of this
Agreement shall be an action at law for damages and Licensor acknowledges that such damages
are fully adequate to compensate Licensor in the case of any breach by CPTH hereunder. In no
event shall Licensor have any right to terminate this Agreement or seek or be entitled to
rescission, injunctive or other equitable relief.
18.2 CPTH may freely assign and transfer this Agreement or any of its rights
hereunder, in whole or in part, to any person or entity, without limitation. Licensor may not
assign this Agreement without CPTH’s prior written approval.
18.3 This Agreement may not be amended or modified, nor may any provision thereof
be waived, except by a written instrument executed by the parties to this Agreement or, in the
case of a waiver, the party making such waiver. No failure or delay on the part of any party in
exercising any of its respective rights hereunder upon any failure by any other party to perform
or observe any condition, covenant or provision herein contained shall operate as a waiver
thereof, nor shall any single or partial exercise of any such rights preclude any other or further
exercise thereof or the exercise of any other right hereunder.
18.4 Nothing contained in this Agreement shall constitute a partnership between, or
joint venture by, the parties hereto or constitute either party the agent of the other. Neither party
shall hold itself out contrary to the terms of this Agreement and neither party, shall become liable
by reason of any representation, act or omission of the other contrary to the provisions hereof.
18.5 Nothing expressed or referred to in this Agreement is intended or shall be
construed to give any person or entity, other than the parties to this Agreement, or their permitted
successors and assigns, any legal or equitable right, remedy or claim under or in respect thereof
or any provision contained herein, it being the intention of the parties that this Agreement is for
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the sole and exclusive benefit of such parties, and any permitted successors and assigns of this
Agreement and for the benefit of no other person or entity.
18.6 The Section headings contained in this Agreement are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.
18.7
Governing Law/ Dispute Resolution
18.7.1. This Agreement shall be interpreted and construed in accordance with the
substantive laws (and not the law of conflicts) of the State of California and the United States of
America with the same force and effect as if fully executed and to be fully performed therein.
18.7.2. All actions or proceedings arising in connection with, touching upon or
relating to this Agreement, the breach thereof and/or the scope of the provisions of this Section
18.7 (a “Proceeding”) shall be submitted to JAMS (“JAMS”) for binding arbitration under its
Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or
under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or
less (as applicable, the “Rules”) to be held solely in Los Angeles, California, U.S.A., in the
English language in accordance with the provisions below.
18.7.3. Each arbitration shall be conducted by an arbitral tribunal (the “Arbitral
Board”) consisting of a single arbitrator who shall be mutually agreed upon by the parties. If the
parties are unable to agree on an arbitrator, the arbitrator shall be appointed by JAMS. The
arbitrator shall be a retired judge with at least ten (10) years experience in commercial matters.
The Arbitral Board shall assess the cost, fees and expenses of the arbitration against the losing
party, and the prevailing party in any arbitration or legal proceeding relating to this Agreement
shall be entitled to all reasonable expenses (including, without limitation, reasonable attorney’s
fees). Notwithstanding the foregoing, the Arbitral Board may require that such fees be borne in
such other manner as the Arbitral Board determines is required in order for this arbitration clause
to be enforceable under applicable law. The parties shall be entitled to conduct discovery in
accordance with Section 1283.05 of the California Code of Civil Procedure, provided that (a) the
Arbitral Board must authorize all such discovery in advance based on findings that the material
sought is relevant to the issues in dispute and that the nature and scope of such discovery is
reasonable under the circumstances, and (b) discovery shall be limited to depositions and
production of documents unless the Arbitral Board finds that another method of discovery (e.g.,
interrogatories) is the most reasonable and cost efficient method of obtaining the information
sought. There shall be a record of the proceedings at the arbitration hearing and the Arbitral
Board shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitral
Board’s decision. If neither party gives written notice requesting an appeal within ten (10)
business days after the issuance of the Statement of Decision, the Arbitral Board’s decision shall
be final and binding as to all matters of substance and procedure, and may be enforced by a
petition to the Los Angeles County Superior Court or, in the case of Licensor such other court
having jurisdiction over Licensor, which may be made ex parte, for confirmation and
enforcement of the award. If either party gives written notice requesting an appeal within ten
(10) business days after the issuance of the Statement of Decision, the award of the Arbitral
Board shall be appealed to three (3) neutral arbitrators (the “Appellate Arbitrators”), each of
whom shall have the same qualifications and be selected through the same procedure as the
Arbitral Board. The appealing party shall file its appellate brief within thirty (30) days after its
written notice requesting the appeal and the other party shall file its brief within thirty (30) days
thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitral Board
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applying the same standards of review (and all of the same presumptions) as if the Appellate
Arbitrators were a California Court of Appeal reviewing a judgment of the Los Angeles County
Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and
shall not remand the matter to the Arbitral Board. The decision of the Appellate Arbitrators shall
be final and binding as to all matters of substance and procedure, and may be enforced by a
petition to the Los Angeles County Superior Court or, in the case of Licensor, such other court
having jurisdiction over Licensor, which may be made ex parte, for confirmation and
enforcement of the award. The party appealing the decision of the Arbitral Board shall pay all
costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the
reasonable outside attorneys’ fees of the opposing party, unless the decision of the Arbitral
Board is reversed, in which event the costs, fees and expenses of the appeal shall be borne as
determined by the Appellate Arbitrators.
18.7.4. Subject to a party’s right to appeal pursuant to the above, neither party shall
challenge or resist any enforcement action taken by the party in whose favor the Arbitral Board,
or if appealed, the Appellate Arbitrators, decided. Each party acknowledges that it is giving up
the right to a trial by jury or court. The Arbitral Board shall have the power to enter temporary
restraining orders and preliminary and permanent injunctions. Neither party shall be entitled or
permitted to commence or maintain any action in a court of law with respect to any matter in
dispute until such matter shall have been submitted to arbitration as herein provided and then
only for the enforcement of the Arbitral Board’s award; provided, however, that prior to the
appointment of the Arbitral Board or for remedies beyond the jurisdiction of an arbitrator, at any
time, either party may seek pendente lite relief in a court of competent jurisdiction in Los
Angeles County, California or, if sought by CPTH, such other court that may have jurisdiction
over Licensor, without thereby waiving its right to arbitration of the dispute or controversy under
this section. All arbitration proceedings (including proceedings before the Appellate Arbitrators)
shall be closed to the public and confidential and all records relating thereto shall be permanently
sealed, except as necessary to obtain court confirmation of the arbitration award.
Notwithstanding anything to the contrary herein, Licensor hereby irrevocably waives any right or
remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to,
and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution,
exhibition or other exploitation of any motion picture, production or project related to CPTH, its
parents, subsidiaries and affiliates, or the use, publication or dissemination of any advertising in
connection with such motion picture, production or project. The provisions of this Section 18.7
shall supersede any inconsistent provisions of any prior agreement between the parties.
18.8 Neither party shall, in any manner whatsoever, be liable or otherwise responsible
for any delay or default in, or failure of, performance resulting from or arising out of or in
connection with any event of Force Majeure and any such delay, default in, or failure of
performance shall not constitute a breach by either party hereunder. As used in this paragraph,
“Force Majeure” means any event beyond a party’s reasonable control, including, without
limitation, fire, flood, earthquake, or public disaster, strike or labor dispute (other than a strike
by, or labor dispute with, employees of such party) or embargo, riot, war, act of terrorism,
insurrection or civil unrest.
18.9 If any provision of this Agreement, or any covenant, obligation or agreement
contained herein is determined by a court to be invalid or unenforceable, such determination
shall not affect any other provision, covenant, obligation or agreement, each of which shall be
construed and enforced as if such invalid or unenforceable provision were not contained herein.
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Such invalidity or unenforceability shall not affect any valid and enforceable application thereof,
and each such provision, covenant, obligation or agreement, shall be deemed to be effective,
operative, made, entered into or taken in the matter and to the full extent permitted by law.
18.10 This Agreement and all of its terms shall be confidential, and each party agrees
that, except as may be required by law, it shall not make any disclosures to any third party, other
than its attorneys, advisors, directors, employees, agents, shareholders, accountants and parent
entities (each of whom shall be subject to the confidentiality provisions hereof) on a need-toknow basis, with regard thereto without the prior written approval of the non-disclosing party.
18.11 This Agreement constitutes the entire agreement of the parties with respect to the
subject matter of this Agreement understandings, or representations relating to the subject matter
of this Agreement.
18.12 This Agreement shall supersede all prior and contemporaneous written or oral
agreements pertaining to the subject matter hereof and may not be modified except by an
instrument in writing signed by Licensor and CPTH.
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed below
by its duly acknowledged representative.
CPT HOLDINGS, INC.
ZUFFA INTERNATIONAL, LLC
By:
By:
Title:
Title:
Date:
Date:
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SCHEDULE A
ASSIGNMENT OF DISTRIBUTION RIGHTS
UNDER COPYRIGHT
Reference is hereby made to that certain Distribution Agreement between Licensor
(defined below) and Distributor (defined below) dated as of __________, 2013 (the
“Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings
ascribed to such terms in the Agreement.
In connection with the Agreement, for good and valuable consideration, the receipt of
which is hereby acknowledged, the undersigned, ZUFFA INTERNATIONAL, LLC
(“Licensor”), hereby licenses, grants, transfers and assigns to
CPT Holdings, Inc.
aka “CPTH” (a California corporation) and its successors and
assigns (“Distributor”), the sole and exclusive right, under copyright,
to exhibit, distribute, market, advertise, license or otherwise exploit the following television
series (“Program”) throughout the Territory for the License Period as defined below, by means
of Television Rights and Catch-Up Rights:
Title of Program:
SEASON 1
THE ULTIMATE FIGHTER® (TUF): LATIN AMERICA –
Authorized Language: Where the Territory (defined below) is (a) Latin America,
original language Spanish, and (b) Asia (to the extent the parties agreed to include
Asia in the Territory grant), original language Spanish dubbed and subtitled into
English and the local languages of each of the countries listed for Asia).
Territory: Anguilla, Antigua, Argentina, Aruba, Bahamas, Barbados, Barbuda,
Belize, Bermuda, Bolivia, Bonaire, Cayman Islands, Chile, Colombia, Costa Rica,
Curacao, Dominica, Dominican Republic, Ecuador, El Salvador, French Guiana,
Grenada, Guadeloupe, Guatemala, Guyana, Haiti, Honduras, Jamaica, Martinique,
Mexico, Montserrat, Nicaragua, Panama, Paraguay, Peru, Saba, St. Barthelemy, St.
Eustatius, St. Kitts & Nevis, St. Lucia, St. Maarten, St. Martin, St. Vincent &
Grenadines, Suriname, Trinidad & Tobago, Turks & Caicos, Uruguay, Venezuela,
and Virgin Islands (British). [In addition, upon mutual agreement, “Territory” shall
also be deemed include the following additional countries: Bangladesh, Bhutan,
Brunei, Cambodia, China, East Timor, Hong Kong, India, Indonesia, Japan, Korea
(South), Laos, Macau, Malaysia, Maldives, Mongolia, Myanmar, Nepal, Pakistan,
Philippines, Seychelles, Singapore, Sri Lanka, Taiwan, Thailand, Vietnam,
Afghanistan, Cook Islands, Fiji, Kiribati, Mariana Islands, Marshall Islands,
Micronesia, New Caledonia, Palau, Papua New Guinea, Samoa, Solomon Islands,
Tonga, and Tuvalu.]
[CHAU- SHOULD I INCLUDE THESE ASIAN
COUNTRIES IF THEY HAVEN’T BEEN GRANTED? OR WOULD WE
SIMPLY ENTER INTO A NEW ASSIGNMENT OF DISTRIBUTION
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RIGHTS UNDER COPYRIGHT IF/WHEN THE PARTIES AGREE TO
DISTRIBUTION IN ASIA?]
License Period: Commences on _______, 2013 and expires six (6) months
thereafter (“Initial Expiration Date”); provided that in the event CPTH satisfies the
Minimum Interest Threshold, then the License Period shall be extended to the first
anniversary of the Production Confirmation Date.
Licensor hereby irrevocably appoints Distributor as its attorney-in-fact, with full power
and authority to do all such acts and things, and to execute, acknowledge, deliver, file, register
and record the Program and all documents pertinent thereto, in the Copyright Office of the
United States of America and in any other office or offices in any other jurisdictions in the name,
stead and on behalf of the Licensor, as Distributor may deem necessary or proper to accomplish
the same, this being a power coupled with an interest.
Distributor is hereby empowered by Licensor to bring, prosecute, defend and appear in
suits, actions and proceedings of any nature, concerning any copyright in and to the Program or
any infringement of such copyright or violation of any of the rights licensed to Distributor
herein, but at the cost and expense of Distributor, and, at its option, Distributor may join the
Licensor as a party plaintiff or defendant in any such suit, action or proceeding. Any recovery of
damages, penalties, costs or other amounts arising by reason of the infringement of any such
copyright(s) or violation of the rights licensed to Distributor herein has been assigned, and shall
be paid, to Distributor.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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This Assignment is dated as of, and is subject to all of the terms, conditions and
provisions of the Agreement.
Signed:
By:
Its:
/Authorized Signatory
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EXHIBIT B
SPE DELIVERY REQUIREMENTS AND TECHNICAL SPECIFICATIONS
LEGAL DELIVERY. The following material(s) will be delivered, unless otherwise specified,
to CPT Holdings, Inc., 10202 West Washington Blvd., Culver City, CA 90232, Attention: Kirk
Hamilton (or such other address or individual as CPTH will determine):
1.
2.
1. Clearly legible copies of all chain-of-title documents required by CPTH, evidencing
Licensor’s proper ownership and permitting the use of any and all literary, dramatic, musical and
other material used in the production of the Program or upon which the Program and/or
screenplay may be based, together with certificates of authorship and proof of payment in
connection with the acquisition of the necessary rights in and to such material and the exercise of
all options related thereto.
2. As applicable, a copy of the following for Licensor: (i) certified articles of incorporation (or
restated forward articles of incorporation) from, as applicable, the state, province, or country of
incorporation; (ii) if Licensor is a limited liability company, articles of organization (or
documentation equivalent to the foregoing) from, as applicable, the state, province, or country of
organization; (iii) if Licensor is a limited partnership, a certificate of good standing (or
documentation equivalent to the foregoing) from, as applicable, the state, province, or country of
establishment, and a limited partnership agreement, if requested by CPTH; (iv) if Licensor is a
d/b/a, a fictitious business statement; and (v) evidence that Licensor is a legal trust duly formed and
validly existing in good standing under the laws of the applicable state, province, or country.
3. Evidence satisfactory to CPTH that there is no lien, charge, encumbrance or security interest
in the Rights granted to CPTH (other than customary liens in favor of SAG, WGA, or DGA),
including, without limitation, executed releases (to the extent of the Rights granted to CPTH) in
form and substance satisfactory to CPTH from any party to whom any such lien, charge,
encumbrance, or security interest was granted (including, without limitation, from all parties
disclosed in the copyright report).
4. A current (i.e., dated no earlier than thirty (30) days prior to the Final Delivery Date) (a)
copyright report issued by Thomson CompuMark, and (b) title report and opinion issued by
Dennis Angel.
5. A complete typewritten statement of all third party screen and paid advertising credit, name
and likeness, and other third party obligations, restrictions and approval rights including, without
limitation, all dubbing obligations (if any), director’s editing rights, video mastering consultation
or approval rights, etc. for each individual and entity named in the billing block with excerpts
from each applicable third party agreement setting forth the precise extent and nature of such
obligations, restrictions and/or approval rights, in the identical order as listed in the billing block.
6. The proposed paid ad/packaging summary, credit and billing block layout for both full- and
small-sized paid ads.
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7.
The final copyright notice, as it appears on the billing block.
8. Clearly legible copies of fully-executed agreements for all actors and key production
personnel (e.g., director, producer, writer, etc.) and any other talent and/or crew agreements
requested by CPTH.
9. Clearly legible copies of fully-executed valid and subsisting license agreements from all
parties having any rights in any stock footage or film clips used in the Program, granting to
CPTH the perpetual and worldwide right to incorporate said stock footage or clip in the Program
(and/or in trailers and television spots for the Program) and to distribute, exhibit, advertise and
otherwise exploit the Program or any portion thereof embodying such stock footage or clips in
any and all media perpetually throughout the world and proof of payment for the foregoing.
10. If the Program or underlying materials or properties are based upon or related to events in
the real life of real persons, living or dead, or portrays real persons, true and correct copies of all
personal releases and other documentation showing that Licensor has all rights necessary to
permit CPTH to exploit the Program in the manner provided herein without violating any third
party rights or incurring any obligations to any third party.
11. A complete written statement showing the exact form and manner of the main and end titles
of the Program.
12. Originals of each of the following signed by the Underwriter: (a) Certificate of E&O
Insurance; and (b) Additional Insured and Primary/Non-Contributory Endorsements.
13. One (1) typewritten (or computer generated) hard copy and one (1) copy in digital format of
a music cue sheet in standard form showing the particulars of all music synchronized with the
Program (all versions) and additional cue sheets for the trailer(s) and any other materials in
connection with the Program containing original and/or licensed music. All such cue sheets will
include for each cue: (i) the title of song; (ii) the name of the songwriter/composer; (iii) the
songwriter’s/composer’s performing rights affiliation (e.g., ASCAP, BMI or SESAC); (iv) the
name of publisher; (v) the publisher’s performing rights affiliation; (vi) the type of use; (vii) the
length of the use; and (viii) an indication of whether or not a master recording was licensed.
14. Clearly legible, fully-executed copies and proof of payment for any and all synchronization
licenses and master use licenses, all valid and sufficient to provide CPTH with the right to use
and perform all musical compositions and master recordings contained in the soundtrack(s) of
the Program (all versions) and all trailer(s), in connection with the exploitation and distribution
of the Program (all versions) and all trailer(s) during the License Period throughout the Territory
for any and all purposes and by any means, method or device now or hereafter known at no
additional cost to CPTH (including, without limitation, any download fees or mechanical
reproduction fees and there shall not be any download fees or mechanical reproduction fees or
so-called “step” payments), or until such licenses are available, quote letters and proof of
payment.
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15. Clearly legible copies of the copyright registration certificate(s) in the Territory for both the
screenplay and Program or, in the interim, proof of submission and proof of receipt from the
Copyright Office.
16. To the extent applicable, laboratory access agreements (in the form attached hereto as
Exhibit C, and incorporated herein) signed by Licensor and each respective laboratory and/or
facility having possession of the preprint and sound material for the Picture (all versions) and
trailer(s), including film, sound and storage facilities.
17. Two (2) signed, dated and notarized originals of the short form Assignment of Distribution
Rights (as set forth in Exhibit A).
18. For payment of monies pursuant to the Agreement: (i) the complete, accurate name of the
payee (whether this is Licensor or a third-party); (ii) if the payee is a third-party, a fully-executed
direction-to-pay (in the form to be provided by CPTH); (iii) a complete signed IRS form W-9 for
the payee) or IRS form W-8(BEN) if the payee is a non-US entity); and (iv) full and complete
payment instructions for the payee (e.g., bank name; bank address; bank telephone number; bank
account name; bank ABA or routing number; bank account number; sort code/Swift code (if
applicable); intermediary bank (if any); and any other special wiring instructions).
19. Upon request, such other documents as CPTH may deem necessary or proper to evidence,
maintain or effectuate any or all of the distribution, security or other rights granted to CPTH
under any provision of the Agreement.
20. If the Territory includes countries outside of the U.S. and Canada: (i) at least fifteen (15)
originals of a notarized Certificate of Origin (in the form provided as an attachment to the
Agreement) (with no less than four (4) originals signed and notarized in the country of origin);
and (i) one (1) completed Questionnaire (in the form provided as an attachment to the
Agreement).
21. Product Placement: A letter, signed by Licensor, setting forth all product placement
arrangements entered into in connection with the Programs and the consideration provided by
both the supplier (e.g., payment, free or discounted product) and the production (e.g., visible
display of labels, verbal mention of brand, etc.). For any non-monetary consideration received
from suppliers, Licensor shall provide an estimate of the value of such consideration (in U.S.
Dollars). The letter shall be accompanied by available substantiating documentation (e.g.,
written agreements, confirmation letters) as well as a listing of the footage notations determined
on the same basis as the CCSL at which all such product placements are seen or heard
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MARKETING DELIVERABLES LIST. The following material(s) will be delivered, unless
otherwise specified, to CPTH Holdings, Inc., 10202 West Washington Blvd., Culver City, CA
90232, Attention: Dawn Schroeder (or such other address or individual as CPTH will determine):
1. Gallery Photography:
- Specs: RAW format, RAW files, uncompressed. In addition to the RAW files, files processed
as TIFFS (approx. 60-100 MB in size) and also preferably as JPGS (1.5-6 MB each)
- Gallery Group shots
 In character and out of character “glamour” shots
 In the appropriate hierarchy (i.e. Timothy Olyphant, Justified, standing out as he is
the “lead”)
 Need photography that “sets-up” the show and are representative of the context of the
show (i.e. legal drama – court room setting) – Shots of set or background without
talent
 More shots that are situated for vertical use
- Gallery Single shots of each actor
 In multiple outfits
 In character
 With multiple expressions
 Neutral color backgrounds if possible
2. Logo:
- Spec: Illustrator EPS file
3. Key Art:
- VERTICAL – 27” x 40” (plus bleed)
- HORIZONTAL – 14” x 48” (plus bleed)
- *Include minimum 2” useable bleed. For maximum flexibility, try to include enough bleed
to preserve full bodies/body parts or essential background elements.
- DELIVERABLES: (For both vertical and horizontal builds)
 Photoshop layered PSD files. Minimum 150dpi. CMYK.
 JPG with title and text. (Half size. Quality 10)
 JPG without title and text. (Half size. Quality 10)
4. Press Kit Materials (Electronic):
- Specs: As Word docs.
- Cast Bios
- Executive Producer/Producer Bios
- Director/Writer Bios
- Show Description
- Production Notes/Production Information
5. Video:
a. EPK – cleared both for a broadcast use including 2-3 featurettes and raw b-roll for local
edit
b. BTS
c. Trailers (all durations)
d. Teasers
e. As available, radio spots - for reference only provided as mpg files, scripts as digital file
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-
Request that all promos, trailers and teasers are cleared for broadcast and use in specs noted
below.
No music clearance necessary for international use
Material Specs:
Request in PAL (ideal for international use) and NTSC with the following specs (HD is always
preferred when available and digital delivery also preferred):
High Definition:
1080p/i High Definition (NTSC)
NTSC ProRes_422_HQ QuickTime on Data DVD
Or
HDCAM SR Tape
Frame size: 1920 x 1080
Frame rate: 30 fps
Aspect ratio: 16:9
Video: Textless: no broadcast or ratings bugs, no tune-in information
Audio: split track (as required)
**** A Texted, fully mixed version of all Trailers/Promos should be provided as a
reference pass on the master.
1080p/i High Definition (PAL) – IF AVAILABLE
PAL ProRes_422_HQ QuickTime on Data DVD
Or
HDCAM SR Tape
Frame size: 1920 x 1080
Frame rate: 25 fps
Aspect ratio: 16:9
Video: Textless: no broadcast or ratings bugs, no tune-in information
Audio: split track (as required)
**** A Texted, fully mixed version of all Trailers/Promos should be provided as a
reference pass on the master.
Standard Definition:
Standard Definition (NTSC)
NTSC ProRes_422 QuickTime on Data DVD
Or
NTSC Uncompressed Digital Betacam Tape
Frame size: 720 x 486
Frame rate: 30 fps
Aspect ratio: 4:3
Video: Textless: no broadcast or ratings bugs, no tune-in information
Audio: split track (as required) Ch 1 Dia/Ch 2 Comp/Ch 3 Music/ Ch 4 Effects
**** A Texted, fully mixed version of all Trailers/Promos should be provided as a
reference pass on the master.
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Standard Definition (PAL) - IF AVAILABLE
PAL ProRes_422 QuickTime on Data DVD
Or
PAL Uncompressed Digital Betacam Tape
Frame size: 720 x 576
Frame rate: 25 fps
Aspect ratio: 4:3
Video: Textless: no broadcast or ratings bugs, no tune-in information
Audio: split track (as required) Ch 1 Dia/Ch 2 Comp/Ch 3 Music/ Ch 4 Effects
**** A Texted, fully mixed version of all Trailers/Promos should be provided as a
reference pass on the master.
6. Digital Assets (As Available):
-
Microsite template and show specific assets for web use
Web banners
Mobile Wallpaper
Online Wallpaper
Mobile Screensavers
IM Icons for web
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MASTERS DELIVERY AND FORMAT TECHNICAL SPECIFICATIONS. The following
material(s) will be delivered, unless otherwise specified, to CPTH Holdings, Inc., 10202 West
Washington Blvd., Culver City, CA 90232, Attention: David Hawk (or such other address or
individual as CPTH will determine):
2.
Please use this document specifically for, but not limited to, the following:





HD Color Corrected Masters
HDCAM-SR Protection Clones (from HD Masters)
(DBC) Downconversion Masters (from HD Masters)
(DBC) Protection Masters (from DBC Downconversion Masters)
Film Scans/Digital Intermediates (HD, 2K, 4K DPX Files)
3.
Use SONY stock whenever possible
4.
HD masters should be recorded onto HDCAM-SR only.
5.
HD masters should be recorded as 4:4:4 unless other sampling rate agreed to by SPE
6.
HDCAM-SR masters can be recorded on loads up to 124 minutes (155 minutes in
23.98PsF).
7.
Head Format
57:00 – 58:30
58:30 – 59:30
BLACK (Minimum 90 Seconds/120 seconds maximum of preroll)
100% BARS and 1K TONE on HD TAPES
75% SPLIT FIELD BARS AND 1K TONE ON NTSC TAPES
(75% FULL FIELD BARS and 1K TONE for PAL Tapes)
59:30 – 59:40
SLATE
59:40 – Hour 01 BLACK
59:53 – 59:58
MODIFICATION CARD – On 4x3 pan/scan masters and down
conversions
01:00:00:00
START OF PROGRAM
(Columbia Logo has fade up, so it does not need to begin at
the hour. Use two pop as reference for Logo start.)
8.
Head Format, Subsequent Parts (i.e., part 2 of 2)
3:00
1:30
:30
:20
9.
- 1:30
- :30
- :20
- :00
BLACK
BARS AND TONE
SLATE
BLACK
Textless and Tail Format
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EOP - :40
:40 - :50
:50 - :60
2:00
BLACK
SLATE
BLACK (TEXTLESS START :60 AFTER PGM.)
BLACK AFTER END OF ALL EOP INFORMAITON

Please put :05 of black between main titles and end titles

Time between textless and textless inserts (or foreign titles) to be formatted as
follows:
:10
:10
:10
BLACK
SLATE
BLACK

Please put :05 of black between individual Textless Inserts

Time between individual Foreign titles (different languages) to be formatted as
follows:
:10
:10
:10

BLACK
SLATE
BLACK
Textless and Textless Inserts to be formatted and laid down as supplied from film or
data files.

10.
Textless elements are to be transferred at tail to matching program aspect ratio, color,
framing and length:
HD Feature Aspect Ratio - 2.40, textless will be 2.40 at tail
HD Feature Aspect Ratio - 2.35, textless will be 2.35 at tail
HD Feature Aspect Ratio – 1.78, textless will be 1.78 at tail
HD Feature Aspect Ratio – 1.33, textless will be 1.33 at tail
11.
Order of ‘end of program’ information should be as follows:






12.
Slate for textless main and ends
Textless main and ends
Slate for textless inserts
Textless inserts
Slate for foreign main and ends and foreign inserts
Foreign inserts
There should be individual slates for textless, foreign language, and other insert material
and they should include the following (If no textless, please state as such on slates and
labels)
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


13.
Content (eg., mains only)
Language (specifically for foreign main and ends)
Run Time is not required
Textless, Inserts, and Foreign Text Material must come in and go out on the
corresponding (matching) frame from the body of the program to maintain 3:2 cadence
when making interlace tapes. The exact time code need not match, however the frame
must be identical. In the event that the end of program material does not match the body
of the program, please notify the SPE Telecine Supervisor prior to transferring the
material.

Here is an example:
A texted shot in program cuts in at 01:10:11:20. The matching textless shot needs to
have a corresponding cut in frame number of 20. (i.e. 02:44:18:20) in continuous
time code after end of feature – do not insert matching time code from program.
If a shot fades up or fades out, a cut point within the sequence will need to be used as
a reference and back timed into the correct position. This happens most often in the
beginning of the movie with a fade up of a logo. In this case, the last frame of the
opening is used as the reference point and back timed in.
14.
Additional Materials to which CPTH shall be granted free access during the Term or shall
be delivered (as noted below):
All B-roll footage shot in connection with the EPK's, featurettes, interviews,
director’s commentary, deleted scenes, bloopers or television specials or any other
material created for DVDs.
2. Any available material with respect to story boards, production designs and costume
sketches.
3. All advertising/publicity materials created and/or developed by or for Licensor or
distributors.
4. Editor's script notes (i.e. a copy of the final shooting script, marked with slate and
take numbers used in photographing each script scene, indicating the portion of each
script scene covered by each slate and take number, with notations as to camera
movement, lens used, etc.) and the Editor's code book, bearing identification of slate
and take numbers of each scene by cutting print code numbers.
5. Licensor shall deliver to CPTH, (without payment of any manufacturing, duplication,
delivery, permission or other fee by CPTH) any and all so-called “Special Features”
including, without limitation the 'making-of' materials created in connection with the
Program, behind-the-scenes footage, b-roll, cast and/or crew interviews and
commentaries (pre-approved by any third parties which may have approval rights
thereover pursuant to talent or other third party agreements) for CPTH's use in
connection with the Program in accordance with the Rights granted hereunder.
1.
MASTERING ASPECT RATIOS
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1. HD masters will be manufactured from DI Data Files or 35mm Positive Film Masters
(including Color Interpositives or B&W Fine Grain Masters) unless other source
elements are approved by the Sony asset Management Title Manager.
2. Telecine transfer aspect ratio information for New Release and Library Titles.

Original 1.85 theatrical aspect ratio features will be recorded as 16x9 1.78 full frame
masters so that when a 1.85 matte is imposed the resulting image will match the original
1.85 theatrical framing.

Original 2.40, 2.35 or other anamorphic theatrical presentation aspect ratio features will
be recorded as 16x9 letterboxed to original theatrical framing, i.e. 2.40, 2.35 etc.
Original theatrical aspect ratio versions at 1.66 be recorded with side bars to create 1.66
image matching theatrical framing.


Original theatrical aspect ratio versions at 1.37 shall be recorded at 1.33 with side bars to
create 1.33 image to match theatrical presentation.

4x3 Pan/Scan - 4x3 Full Frame versions shall be recorded to 4x3 with side bars and
image pan/scanned where necessary to fill up 4x3 frame.

16x9 Pan/Scan - Anamorphic theatrical features shall also be recorded to 16x9 FF with
image pan/scanned where necessary to fill up 16x9 frame.

ALL RE-FRAMING DECISIONS MUST BE APPROVED BY SONY ASSET
MANAGEMENT TITLE MANAGER AND TALENT, WHERE APPROPRIATE.
3. NEW RELEASES: FOR NEW RELEASES THE VIDEO MASTERS WILL BE
DERIVED FROM FINAL, APPROVED DIGITAL INTERMEDIATE FULL
APERTURE FILES. THE ORIGINAL THEATRICAL ASPECT RATIO VIDEO
MASTER WILL REFLECT THE DI THEATRICAL PRESENTATION FRAMING.
THE PAN/SCAN VERSION(S) WILL MAKE USE OF THE FULL APERTURE
DATA UNLESS INSTRUCTED OTHERWISE BY THE SONY TITLE MANAGER
PER TALENT REQUEST.
ANY ADDITIONAL REQUESTED CLEAN UP OR RESTORATION TO VIDEO
MASTERS MUST BE INCORPORATED IN DI DATA FILES SO THAT ARCHIVE
WILL CAPTURE THESE CHANGES.
Telecine transfer workflow information for Library Features:
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The initial film scan must be a Full Aperture Transfer (Identified as a FAT Master) that is
non-color corrected without dirt/scratch removal applied. It will be created in 2K
(2048x1556) or 4K (4096x3112) DPX Data Files. The files will be stored on a POD,
SANS,RAID.

The FAT master will then be color corrected in a supervised session and dirt/
scratch removal applied to the files.
 To create a 1.85 OAR HD Master first a 16x9, 1.78 Full Frame picture will be
extracted from the FAT Master. Then a 1.85 Letterbox matte is imposed on the 1.78
resulting in an image which matches the original theatrical presentation of 1.85.
Note that two HD Masters are created: 1.78 Full Frame and 1.85 Letterbox. Both are
created from the FAT Master in separate sessions.
OAR =
Original Aspect Ratio
 A 2.40 OAR or other theatrical anamorphic films HD Master will be extracted from
the FAT Master as 16x9 2.40 (or other projection OAR’s) with letterbox mattes to
accurately represent the theatrical presentation.
 A 1.66 OAR HD Master will be extracted from the FAT Master as 16x9 1.66 with
side mattes to accurately represent the theatrical presentation.
 A 1.37 OAR HD Master shall be extracted from the FAT Master as 4x3 1.33 with
side mattes to accurately represent the theatrical presentation.
 To create a 4x3 Full Frame version HD Master from a widescreen OAR the picture
will be extracted from the FAT Master and recorded to 4x3 with side mattes. The
image will be pan/scanned where necessary to fill up the 4x3 frame.
 To create a 16x9 1.78 Full Frame version HD Master from a 2.40 (anamorphic or
Super 35) or other theatrical anamorphic OAR films the picture will be extracted
from the FAT Master. The image will be pan/scanned where necessary to fill up the
16x9 frame.
 ALL RE-FRAMING DECISIONS MUST BE APPROVED BY A SONY ASSET
MANAGEMENT TITLE MANAGER AND TALENT, WHERE APPROPRIATE.
4. The last field of picture and time code of a video part/reel and the first field of picture of
subsequent part/reel must be consecutive; ending on field 2 and beginning on field 1 so
as not to disrupt the 3:2 cadence of interlace tapes.
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5. The HD Timecode of the last frame of each Film Reel must be recorded and provided to
the SPE QC Evaluator prior to the QC Review. If alternate versions are created, such as
Director’s Cut or Extended or Unrated, then the HD time codes of these
additions/changes/deletions must be provided to Sony title manager.
6. All titles and credits and insert titles shall fall within the title safe. Manipulation of
titles/credits (e.g. squeezing) is not acceptable unless approved by Sony Title Manger.
7. Main credits/titles will be recorded in the aspect ratio of the video master. End credits
are to be transferred in the original theatrical aspect ratio on all video masters including
4x3 FF tapes unless the Sony Title Manager approves otherwise.
8. All boom mics, camera flags, crew, production equipment, incomplete rendering, dolly
tracks, splices, frame and matte lines, etc. should not be seen.
9. Vertical and horizontal blanking should not shift through feature due to frame lines or
edge of film frame.
10. All tapes to have continuous time code; LTC and VITC must match.

All DBC Down Conversions and Digital Betacam Protection Masters must have
continuous (525) DFTC, (625) EBUTC across all parts.
11. No noise reduction or other enhancement or signal processing is to be used on color
corrected HD Masters, down conversions or clones, unless authorized by SPE Telecine
Supervisor.
12. The end of part or program for any part should be noted with the last frame and field of
video and/or audio on QC Reports.
13. The end of part or program for any part should be noted with the first frame of black
after the last frame of video on slates and labels.
14. Please black over any film leader or two pop information before and after program
in black.
15. A five second modification card must appear from 00:59:53:00 – 00:59:58:00 on all
pan/scan masters, HD and SD, and on any other masters in which the image is
altered from the original theatrical aspect ratio. (The time code location is to be
adjusted if the feature does not start at 01:00:00:00).
SEGMENTING AND CREATING LONG PLAYS
1.
NO DOWNCONVERSION OR CLONE SHOULD BE MADE PRIOR TO THE
APPROVAL OF THE COLOR CORRECTED MASTER UNLESS AUTHORIZED BY
THE TELECINE SUPERVISOR.
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2.
The DBC Protection Master and DBC Down Conversion Masters should be tied to create
a long play if HD master is in parts.
Note: When editing several parts to create a long play, attention should be paid to the
fields where different parts end and start in order to perform the edit without erasing
one field of video, therefore changing the 3-2 sequence. Some of the tapes may end on a
field 1 and the following tape starts on a field 2, in this case the edit field on the VTR’s
should be changed to edit on field
3.
Any work tapes that are created will need to have time code that is field and frame
accurate to final, approved masters.
VIDEO ENCODES
Upon completion of the video masters, all HD and SD masters must be encoded unless directed
otherwise by the title supervisor.
HD SPECS: 80 mb/sec iframe only mpeg 2 transfer stream (M2T)
SD SPECS: 50 mb/sec iframe only mpeg 2 transfer stream (M2T)
LABEL / SLATE INFORMATION TO BE AS FOLLOWS:
FOR NEW RELEASES SECURITY TITLES WILL BE PROVIDED FOR USE ON LABELS
ONLY (NOT ON SLATES) PRIOR TO FEATURE THEATRICAL RELEASE. ON DAY OF
THEATRICAL RELEASE TITLE MANAGER WILL REQUEST THAT ALL LABELS BE
CHANGED TO REFLECT ACTUAL TITLE.
SONY PICTURES ENTERTAINMENT
FEATURE TITLE (and copyright date)
VIDEO ASPECT RATIO (SEE BELOW FOR EXAMPLE)
Version (Theatrical; International; Unrated; etc.) Master description to be as follows:
HD COLOR CORRECTED MASTER
(OR) HD PROTECTION CLONE
(OR) DBC DOWN CONVERSION MASTER (FROM HD)
(OR) DBC PROTECTION MASTER (FROM HD)
PART – TIME CODE (please specify 23.98sf or 59.94i if HD) – R.T.
AUDIO CONFIGURATION W/LANGUAGE
DATE P.O.# / VENDOR FACILITY
TEXTLESS MATERIAL :60 AFTER PGM. (tail of final part only)
SOURCE MATERIAL (PICTURE AND AUDIO FOR HD)
(VERSION SOURCE FOR DOWN CONVERSIONS AND CLONES, NOT TAPE STOCK
SOURCE)
SLATE EXAMPLE
SONY PICTURES ENTERTAINMENT
“SAVING SILVERMAN” (Theatrical Version)
16X9 1.78 HD COLOR CORRECTED MASTER
PART 1 OF 2 / 1080 / 23.98sf / R.T. 49:53:02
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CH.1 STEREO COMP ENG. CH.2 STEREO COMP ENG.
CH.3 STEREO M&E CH.4 STEREO M & E
CH.5- L CH.6-R CH.7-C CH.8-SW CH.9-LS CH.10-RS
CH.11/12-MOS
4/23/02 P.O. 523654 / VENDOR FACILITY
TEXTLESS MAIN AND ENDS, INSERTS, FOREIGN MAIN AND ENDS AND INSERTS :60
AFTER PGM
35MM ARCHIVAL IP & MAG TRACKS

Please note that all slates and labels should refer to specific versions as follows for High
Definition elements (if aspect ratio is not included below, please discuss with SPE Telecine
supervisor):
4x3 (1.33)
16x9 (1.78)
16x9 (2.55, 2.50, 2.40, 2.35, 2.20)
16x9 (1.66)

Please note that all slates and labels should refer to specific versions as follows for Standard
Definition elements (if aspect ratio is not included below, please discuss with SPE Telecine
supervisor):
525 4x3 Letterbox (2.55, 2.50, 2.40, 2.35, 2.20)
625 4x3 Letterbox (2.55, 2.50, 2.40, 2.35, 2.20)
525 4x3 Full Frame (1.33)
625 4x3 Full Frame (1.33)
525 4x3 Matted (1.85)
625 4x3 Matted (1.85)
525 16x9 Matted (1.85)
625 16x9 Matted (1.85)
525 16X9 Side Matted (1.66)
625 16x9 Side Matted (1.66)
525 16x9 Full Frame (1.78)
625 16x9 Full Frame (1.78)
525 16x9 Letterbox (2.40, 2.35, 2.20)
625 16x9 Letterbox (2.40, 2.35, 2.20)
DATA MEDIA LABEL / SLATE INFORMATION TO BE AS FOLLOWS:
SONY PICTURES ENTERTAINMENT
FEATURE TITLE AND DESCRIPTION OF WHAT DATA IS FOR (e.g. Feature or
Textless,etc.)
FORMAT (e.g. 16x9 or 4x3; 1.33, 1.85, 2.40)
FILE SIZE (e.g. 2048 x 1556)
FILE TYPE (e.g. 10 bit Cineon, Linear or Logarithmic)
FILE FORMAT (e.g. Tar and should include frames per Tar and how many Tar per sequence)
TAPE/MEDIA TYPE (e.g. DLT)
SHOTS OR SEQUENCE LIST WITH FRAME TOTAL PER SEQUENCE
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DATE / VENDOR FACILITY
TEXTLESS MATERIAL :60 AFTER PGM. (tail of final part only)
SOURCE MATERIAL (PICTURE AND AUDIO FOR HD)
(VERSION SOURCE FOR DOWN CONVERSIONS AND CLONES, NOT TAPE STOCK
SOURCE)
Sony Pictures Entertainment Feature Mastering Specs
ASP
ECT
RATIO
1.33:1
1.66:1
1.77:1
1.85:1
2.00:1
2.20:1
2.35:1
2.40:1
2.55:1
NTSC ASPECT RATIOS (4X3)
FIRST
AC
LAS
LINE
TIVE
T LINE
PICTURE
LINES
PICTURE
240
21
262
192
46
237
180
52
231
173
55
228
160
62
221
145
69
214
136
74
209
133
75
208
125
79
204
PAL ASPECT RATIOS (4X3)
FIRST
ASP
AC
LAS
LINE
ECT
TIVE
T LINE
PICTURE
RATIO
LINES
PICTURE
1.33:1
288
23
310
1.66:1
231
51
282
1.77:1
216
59
274
1.85:1
207
63
270
2.00:1
192
70
263
2.20:1
175
79
254
2.35:1
163
85
248
2.40:1
160
87
246
2.55:1
150
92
241
NTSC ASPECT RATIOS (16X9)
FIRST
LAST
ASPECT
AC
LINE
LINE
RATIO
TIVE
PICTURE
PICTURE
LINES
1.33:1
240
21
262
1.66:1
240
21
262
1.77:1
240
21
262
1.85:1
230
26
257
2.00:1
213
35
248
2.20:1
193
45
238
2.35:1
181
51
232
2.40:1
177
53
230
2.55:1
167
58
225
B. PAL ASPECT RATIOS (16X9)
FIRST
ASPECT
AC
LINE
RATIO
TIVE
PICTURE
LINES
1.33:1
288
23
1.66:1
288
23
1.77:1
288
23
1.85:1
276
29
2.00:1
256
38
2.20:1
233
50
2.35:1
217
58
2.40:1
213
60
2.55:1
200
67
HD 1080 16X9 ASPECT RATIOS
ASP
ECT
RATIO
1.33:1
1.66:1
AC
TIVE
LINES
540
540
FIRST
LINE
PICTURE
21
21
HD 1080 16X9 FOR 4X3 LETTERBOX (Main &
Ends)
FIRST
LAST
ASPECT
LINE
LINE
RATIO
PICTURE
PICTURE
1.33:1
21
560
1.66:1
79
503
LAS
T LINE
PICTURE
560
560
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LAST
LINE
PICTURE
310
310
310
304
295
283
275
273
266
1.77:1
1.85:1
2.00:1
2.20:1
2.35:1
2.40:1
2.55:1
540
519
480
437
408
399
375
21
31
51
72
87
91
103
560
550
530
509
494
490
478
1.77:1
1.85:1
2.00:1
2.20:1
2.35:1
2.40:1
2.55:1
HD 1080 16X9 SIDE MATTES
ASPECT RATIO
FIRST PIXEL
(+/- 6)
1.33:1
240
1.66:1
63
3-10-04
1080 Signal Parameters
Lines per Frame
1125
Active Lines per Frame
1080
Image Aspect Ratio
16x9
Active Line H.Blanking
23.98sf
11.2-11.4
Field Frequency
23.98, 24
Amplitude Scale
millivolts
P - P Video amplitude 1.0 volts
Sync Level
300mv
Peak White
700mv
Picture Black
0mv
P-P Picture Amplitude
700mv
Max Active Video
1920 clock period
Min Active Video
1908
First Line [Field 1]
1
First Active Line
21
Last Active Line
562
Center Line [Fld 1]
260.5
First Line [Field 2]
564
First Active Line [fld 2]
584
Last active Line [fld 2]
1123
Center Line [Field 2] 854
Color Display
SMPTE 274/ITU 709
Display White Ref.
CIE D65
Gamma of Display
2.2
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93
102
114
130
142
146
152
LAST PIXEL
(+/- 6)
1679
1856
489
479
467
452
440
435
430
525 SIGNAL PARAMETERS
VITC TO BE ON LINES 12/14
Note: Please clip Luminance at 700 mv
Lines per Frame
525
Active Lines per Frame
486
720 Digital Active Line
53.3 µs
Active Line Blanking 10.6 µs
Center of Image
223 lines field 1
Amplitude Scale
millivolts
P - P Video amplitude 1.0 volts
Sync Level
300mv
Peak White
700mv
Picture Black
0mv
P-P Picture Amplitude
700mv
Sample Rate
13.5MHz
nsec/ sample
74.074ns
Active Sample per Line
720
Total samples per Line
858
Entire Line
63.5 µs
121
Field Frequency
59.94
Color Display
ITU 601
Display White Ref.
CIE D65
Gamma of Display
2.2
Horizontal Blanking 10.2 – 11.0
625 SIGNAL PARAMETERS
VITC TO BE ON LINES 19/21
Note: Please clip Luminance at 700 mv
Lines per Frame
625
Active Lines per Frame
576
720 Digital Active Line
53.3 µs
Active Line Blanking 11.1 µs
Center of Image
256 lines field 1
Amplitude Scale
millivolts
P-P Video amplitude 1.0 volts
Sync Level
300mv
Peak White
700mv
Picture Black
0mv
P-P Picture Amplitude
700mv
Sample Rate
13.5MHz
nsec/ sample
74.074ns
Active Sample per Line
720
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Total samples per Line
864
Entire Line
64 µs
Field Frequency
50Hz
Color Display
ITU 601
Display White Ref.
CIE D65
Gamma of Display
2.2
Horizontal Blanking 10.7 – 12.1
AUDIO SPECIFICATIONS
TRACK LAYOUT (see table below):
The audio used on a new HD title shall be the native mix of the movie in Dolby Surround (Lt-Rt)
on tracks 1+2, a filled Music and Effects track of the movie in Dolby Surround (Lt-Rt) on tracks
3 & 4 and the native mix of the movie in 5.1 on track 5-10 (Layout is L, R, C, Sub, Ls, Rs). If
the mastering format does not accommodate 10 tracks, then the native mix in Lt-Rt is placed on
channels 1+2, and the Lt-Rt M+E is placed on channels 3+4. The cue track is to contain a mono
mix of the feature audio (if this is not possible, one channel of the Lt-Rt is OK). If the source
audio is available only in standard stereo or monaural, then this is used instead.
If the track is older and does not have a 5.1 mix, then the track layout would be the native mix of
the movie on tracks 1 & 2 and the M+E on tracks 3 & 4. If the movie is mono, then both tracks
1+2 should contain the mono mix of the movie exactly in phase with each other, and tracks 3+4
should contain the mono M+E of the movie exactly in phase with each other.
TRACK
#
AUDIO
CONTENT
(New Title)
AUDIO CONTENT
(Standard Stereo
Title)
1
Lt-Rt (Lang) Left
Std. Stereo (Lang)
Left
2
3
Lt-Rt (Lang)
Right
Lt-Rt M+E-Left
Mono
(Lang.)
Mono M+E
4
Lt-Rt M+E-Right
5
5.1 (Lang)-Left
Std. Stereo (Lang)
Right
Std. Stereo M+ELeft
Std. Stereo M+ERight
--Blank--
6
7
8
5.1 (Lang)-Right
5.1 (Lang)-Center
5.1 (Lang)-Sub
--Blank---Blank---Blank--
--Blank---Blank---Blank-40
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AUDIO
CONTENT
(Mono
Title)
Mono
(Lang.)
Mono M+E
--Blank--
COMMENT
Specify exact
configuration (Lt-Rt,
Std. Stereo or mono)
“
“
“
If no 5.1 exists or if
format does not
accommodate 10
tracks, leave blank.
“
“
“
--Blank--
--Blank--
“
--Blank--
--Blank--
“
11
5.1 (Lang)-L
Surr.
5.1 (Lang)-R
Surr.
--Blank--
--Blank--
--Blank--
12
--Blank--
--Blank--
--Blank--
(Lang.) Mix
Mono
(Lang.) Mix Mono
Mono
(Lang.)
9
10
CUE
Possible to use for
additional language
Possible to use for
additional language
OK to use left
channel if not
possible to mix the
channels together
The label shall reflect the exact configuration and track layout of the audio. Distinction must be
made between Dolby Surround (Left Total, Right Total), standard stereo (Std. Stereo Left and
Right) and monaural (mono). “Stereo” or “Comp”. is not an acceptable designation.
Distinction should also be made if the 5.1 audio track contains no subwoofer information in
which case it is designated “5.0”. This information should be supplied with the element,
otherwise the telecine supervisor should be consulted. Examples of labels can be found in the
overall specifications document.
DBC masters and DBC protection masters shall contain the native mix of the movie in Dolby
Surround (Lt-Rt) on tracks 1+2 and a filled Music and Effects track of the movie in Dolby
Surround (Lt-Rt) on tracks 3+4. Typically, these are carried through from the HD master tracks
1+2 and 9+10 respectively unless the
movie is only mastered in standard definition. The cue track is to contain a mono mix of the
feature audio, which will need to be generated again at the downconversion (if a mono mix is not
possible, one channel is of the Lt-Rt is OK).
HD MASTER AUDIO SPECIFICATIONS:
No noise reduction or emphases are to be used on the audio tracks of the video master. If the
source element has noise reduction or emphasis, it must be decoded and the level adjusted if
necessary prior to laying to the video master. For example, an SR encoded Lt-Rt printmaster
should be decoded, then raised 3db on the output side of the decoder to compensate for the SR
level drop. Dolby A printmasters would be decoded but would not be raised in level.
Sampling rate:
Frame rate:
Bit depth:
Crosstalk:
Distortion*
48khz
23.98 fps
24-20 bits depending on machine capabilities
< -80db at 1Khz, channel to channel
Persistent distortion should be <.03% on a new title, older titles vary by age.
Individual effects may exceed this figure momentarily.
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Signal/Noise*
>90db A weighted compared to reference level on a new title, older titles vary
by age.
Frequency Resp* 20 hz-20 khz +/- .5db for new titles, older titles will vary by age and audio
source.
*Signal to noise must be judged by the era of the film. New features should have very little
audible noise, and the S/N generally should be well in excess of 90 db when compared to
reference level. Older films will vary greatly by time period and available source elements.
These will have been restored as best as possible without compromising the ambience and
integrity of the soundtrack prior to delivery. Very old film elements derived from optical
elements that have been restored may have a S/N around 40-50 db, a film from the 70’s or early
80’s may be around 60db (Dolby A), films from the mid 80’s to mid 90’s may be around 70db
(Dolby SR). If a film soundtrack seems either too noisy or too processed when evaluated by the
vendor for suitability, this should be reviewed by the Telecine supervisor prior to starting the
work.
Distortion likewise must be judged by the era of the film. A new film should be well under .03%
in general, with loud effects exceeding this momentarily but not consistently. Very old films can
have a great deal of inherent distortion, which should be minimized in the restoration process but
cannot totally be eliminated. If a film soundtrack seems overly distorted for the era of the film
when evaluated by the vendor for suitability, this should be reviewed by the Telecine supervisor
prior to starting the work.
Frequency response is nominally 20 hz-20khz, however, adjustment for theater curves must be
considered, as well as the age of the film. Modern films have very little adjustment for theater
curves, and basically can have excellent frequency response. Films from the 70’s and 80’s may
be adjusted for the theater curves in use at the time. This should have been minimized in the
restoration process but cannot be undone completely. Old mono films done to the “academy”
curve will often come across very brittle and thin compared to films made today. This also
should have been minimized in the restoration process, but the overall effect will likely still
manifest itself. If the frequency response seems poor considering the age of
the film when evaluated by the vendor for suitability, the Telecine supervisor should review this
prior to starting the work.
ACCEPTABLE DIGITAL AUDIO SOURCES:
Digital audio sources must be discrete, with full frequency and data bandwidth. 24 bit resolution
is preferred, 20 or 16 bit is accepted. The audio source should be recorded at a standard of 0VU
= -20dbfs. Examples of acceptable digital audio sources in order of preference would be:
1) FTP & Cineshare+ Protools files, A hard drive or firewire drive containing Pro-tools 4.3
sessions from a digital dubbing system (e.g. Pro tools, MMR8, DADR)
2) A discrete magneto-optical clone of this type of hard drive
3) 1/2” Digital Multitrack (DASH)
4) DA98 HR (24 bit)
5) TC DAT
6) DA88
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No bit rate encoded sources may be used, such as a Dolby Digital MO designed for an SRD
optical film soundtrack.
ACCEPTABLE ANALOG AUDIO SOURCES:
Analog audio sources should have Dolby SR noise reduction, A type is acceptable if supplied.
DBX noise reduction can be accepted if necessary-care must be taken in setting the decoding for
minimum artifacts. The source must have a full complement of alignment tones and meet the +/10 degree azimuth spec.
Acceptable analog audio sources include, in order of preference:
1)
2)
3)
4)
5)
35mm magnetic film.
2” Analog Mulititrack (16 or 24 track).
1/2” analog tape with time code on channel four.
16mm magnetic film.
1/4” reel-to-reel with center track time code
NOTE ON MONAURAL SOUNDTRACKS:
Monaural soundtracks shall be in perfect phase on both tracks of the HD master (track 1=track 2,
track 3=track 4). If the mono source is supplied on two tracks and they do not have exact phase
between them (e.g. bad azimuth or transfer error), then only one channel is used and is layed on
to both tracks on the HD master.
NOTES ON MUSIC AND EFFECTS TRACKS:



For new release titles, the M+E track must be filled, on library titles it need not be filled.
The feature audio and the M+E must be in sync with each other and within 3db in non dialog
areas. The effects are to be used for sync determination, not the music. This is because the
sync relationship of music and effects can differ by a frame or two when compared to the
feature track.
If the M+E is supplied as a multitrack element, it must be folded down through a Dolby
Surround encoder prior to laying back to channels 3+4. See the technical audio notes for
procedure.
AUDIO LEVELS ON THE HD MASTER:
Audio will be uncompressed and allowed the full digital headroom. However, no “overs” are to
be recorded in. If the source audio is louder than the digital headroom will allow, peak limiting
may be employed pending approval by Sony Pictures.
The reference level for audio on the HD master is –20dbfs. The electrical output at this level is
+4 dbv or 1.2 volts RMS on American standard professional audio equipment. This corresponds
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to 0 on a standard VU meter. The level of the audio source should be adjusted such that the 1k
head tone on the audio source shows a reading of –20dbfs on the HD machine PPM meter or 1.2
volts at its output using the signal path designated for the type of audio source used-see the
technical audio notes. Each film reel should be checked on its own prior to laying down to the
HD master, as there can be large variations between reels due to a number of factors, especially
on older titles.
A 1k tone at –20dbfs should be printed along with the color bars on the HD master. See the
section on tape formatting for specific details.
LEFT-RIGHT BALANCE:
The left/right level balance must be equal within ..25 db or better for center screen dialog and
effects. This must be checked and fine-tuned in program after a course adjustment using the
head tones-the head tones by themselves are not to be trusted. Each film reel should be checked
on its own prior to laying down to the HD master, as there can be large variations between reels
due to a number of factors.
AZIMUTH AND PHASE COHERENCY:
The absolute phase of the left and right channels must be accurate to within +/- 2 degrees. This
is determined on an x-y oscilloscope as the angle of the x-y line. Typically, 0 degrees of phase is
represented as a 45 degree line on the scope pattern. Absolute phase errors will manifest as an
line angle greater than 47 degrees and less than 43 degrees.
Azimuth of center channel material (e.g. dry center screen dialog and mono effects) must be
accurate within +/- 10 degrees. The width of the x-y scope line pattern is used to determine the
azimuth, a thin straight line being 0 degrees, and an oval being 45 degrees.
The azimuth of the source must be fine adjusted in program after a coarse adjustment using the
head tones. The head tones by themselves are never to be trusted. Each film reel should be
checked prior to laying it to the video master, since the source for each film reel may have been
made on different machines. This is quite often the case with older titles that originated on
analog, even if the source used for the laydown is digital.
If the source element cannot be adjusted to be within this tolerance, the telecine supervisor must
be contacted prior to undertaking the job. The issue will be reviewed, and a new element may be
supplied or the issue approved as is. Digital sources that exhibit azimuth errors will almost
certainly need to be remade. The source should be checked in a pre-evaluation for this issue-see
the section on QC specifications for more details.
SYNC STANDARD:
Lining up the “2pop” sync marker on the film head leader and printmaster or M+E for each film
reel will be used to attain the proper sync in most cases. If this does not look right, then the
telecine supervisor is notified. A film one-lite video made from a sound print in film reel lengths
should be referenced for the correct sync if there is a question. This can be requested from the
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telecine supervisor if it has not already been supplied. The HD master sync relationship should
be as good or better than the film one lite.
Absolute sync must be within a field on production dialog and production effects, added foley
within 1-2 frames. The only exception would be a film with poor overall sound editorial, which
would be confirmed by consulting the film one light video reference. Questionable sync must be
approved by the telecine supervisor.
TECHNICAL AUDIO NOTES:
Suggested Laydown Procedure Using A Digital Audio Source:
Note regarding MO disks:
Care must be taken to play these on a system capable of playing them directly with no errors. If
there is any question whether the MO disk provided can be played in real time with no dropouts,
then it should be file copied to a hard drive first and then played out from the hard drive when
transferring to the video master.
Suggested Signal Path for Digital Audio Sources:
Digital audio should be transferred through the AES inputs on the HD machine. If the speed or
sample rate of the source does not match the video, then the source is clocked at the rate
necessary to attain the proper speed, and a high quality sample rate converter is used to attain
48k. The A/D and D/A converters on the source machine and HD video deck should not be
used.
If the HD machine has an internal sample rate converter, this should be used only if a high
quality outboard sample rate converter is not available. Note that many video machines default
to having the rate converter “on”, so this must be turned off when using the outboard sample rate
converter (this is also known as “data” mode).
A typical example would be a film mix which is 47.952k, 23.98 fps, 29.97 ndftc. In laydown,
this would be run at 23.98 fps to match the frame rate of the HD master, but the sample rate
would be converted from 47.952k to 48k to match the HD masters’ audio sample rate.
Noise Reduction Decoding of Digital Audio Sources:
If the source is encoded with noise reduction, this must be removed and the level adjusted when
transferring to the video master. This will be especially necessary if the source element is a
“Dolby SR” printmaster. A good way to do this from a digital source is to first adjust the
playback machine to the proper speed if necessary per the above procedure. The digital outputs
are then run into a high quality outboard D/A converter, next into a Dolby 363 with its output
boosted 3db, and then into a high quality
outboard 24 bit A/D clocked at 48k. The output of the A/D converter goes into the HD video
machines’ AES inputs. The A/D and D/A converters on the source machine and HD video deck
should not be used.
Suggested Laydown Procedure Using An Analog Audio Source:
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Signal Path:
Analog audio should be digitized using a very high quality outboard D/A converter at 24 bit
resolution and this run directly into the AES inputs on the HD machine without going through a
digital router. The video deck’s analog inputs should not be used.
Fold Down and Dolby Surround Encoding for Music and Effects and Printmasters if
needed:
If the supplied audio source for the M+E or Printmaster is a multitrack element, such as a 4+2,
5.1 or 6+2 M+E, this will need to be run through a Dolby Surround encoder. Only the main
audio channels are to be used to create the Lt-Rt M+E. Do not include the “extra or “option”
track-these are generally for reference only. (e.g., for a 4+2 M+E use only the Left, Center,
Right and Surround track. For a 6+2, use only the Left, Center, Right, Left Surround, Right
Surround and sub tracks).
On a case by case basis, some of the “extra” material from the “+2” tracks or material from a
separate “helper” unit may be requested to be added-this work will be clearly detailed in the PO
if this is to be done. In general these are not used for the video master.
The subwoofer channel of a 5.1 or 6+2 may need to be low-pass filtered at 80Hz prior to doing
the fold down if this was not already done in the film production. Listen in a full range speaker
first to be sure it is filtered-quite often it is not, which will cause issues.
It is suggested that if the source is digital that a Dolby DP563 or DMU be used as the Dolby
Surround Encoding unit, which are designed to take up to 6 digital inputs and create a 2 track LtRt in the digital domain easily. The steps detailed above for a digital audio source should be
followed. These have a menu which will allow the combining levels to be adjusted, as well as
desired inclusion of subwoofer information. Call up the menu and adjust the levels accordingly
using the parameter buttons. General parameters on this menu would be: L= 0, C= -3, R= -3, Ls
= -3, Rs= -3, Lfe = -6
If the source is analog, 4 channels of outboard A/D can be used ahead of the DP563 or DMU. If
a DP563 or DMU is not available, then a Dolby SEU4 or DS4 may be used prior to a 2 channel
outboard A/D converter. If this is done, then the surrounds are combined ahead of the encoder at
–-3db each, and the Lfe channel is combined to the left and right channels at –6db. As noted, the
subwoofer channel may need to be filtered at 80Hz prior to doing this if this was not already
done in the film production-listen in a full range speaker first to be sure it is filtered.
If the audio level goes over +20 after combining, peak limiting can be employed at the discretion
of the telecine supervisor. The “container” in the DMU is ideal-it can be set for –6, which is the
least limiting. A DS4 would have its container turned all the way CCW. The 563 has a “limit”
button-adjust in the menu. If any other encoder is used, a stereo coupled peak limiter can be
placed at the output prior to the A/D converter.
Adjust output levels of the encoded at head tone to –20dbfs as above. M+E levels should match
printmaster levels within 3 db in non-dialog areas
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SONY PICTURES FEATURE FILM MASTERING DIRT AND SCRATCH REMOVAL
PROCEDURES
An Automated dirt cleaning pass will be made to the color corrected FAT Master or DPX File, if
needed. Then the FAT Master or DPX File will be sent to the Restoration department to
manually complete the dirt and scratch removal, picture warp and splice bump fixes, miscue
density/color correction, de-flicker and, image jitter correction. The allotted hours prescribed by
the Sony RFP package will be 50 hours each title for automated and manual cleanup combined.
The DRS department will then report through the Customer Service Representative (CSR) the
need for additional hours of restoration and/or different strategies for fixing problem areas. The
Sony Title Manager will review the work completed to date and either approve the additional
work and hours or direct how to proceed with the restoration.
TRAILER SPECIFICATIONS
(HEAD FORMAT AND TIME CODE TO MATCH FEATURE, SEE PAGE 1)
1. Use SONY HDCAMSR stock.
2. Use separate reel for Trailers.
3. In the event that there are multiple versions of the trailers, please tie all to one reel and put
16x9 first followed by the 4x3.
 Trailers for 1.85 features should be recorded as 16x9 FF (1.78)
 All Trailers to begin at the zero minute (eg. 01:04:00:00).
 :30 second minimum between trailers; if a trailer ends less than :30 seconds from the
start of the following zero minute, then skip to the next minute.
(If trailer 1 ends at 01:02:29:00, then trailer 2 must start at 01:03:00:00, If trailer
1 ends at 01:02:36:02, then trailer 2 must start at 01:04:00:00).
 There should be a :10 second slate, :20 seconds before start of trailer on all subsequent
trailers after the first. (:10 slate, :10 black).
TRAILER LABEL / SLATE INFORMATION
SONY PICTURES ENTERTAINMENT
TRAILER TITLE
VIDEO ASPECT RATIO (SEE ABOVE FOR VERBAGE)
Version - to be as follows:
HD COLOR CORRECTED MASTER
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(OR) HD PROTECTION CLONE
(OR) DBC DOWN CONVERSION MASTER (FROM HD)
(OR) DBC PROTECTION MASTER (FROM HD)
PART – TIME CODE (please specify 23.98sf or 59.94i if HD) – R.T.
AUDIO CONFIGURATION W/LANGUAGE
DATE P.O.# / VENDOR FACILITY
SOURCE MATERIAL (PICTURE AND AUDIO FOR HD)
(VIDEO SOURCE FOR DOWN CONVERSIONS AND CLONES)
QC “TYPE” DEFINITIONS

FILM TRANSFER MASTER QC (HDCAM-SR) – FTM QC’s are intensive QC’s that will
contain the following listed below as a guide. The main purpose of this type of QC is to
identify and correct as many fixes as possible before dubbing to subsequent generations.
1. Video, audio, head build and signal parameter. Verify the program identification, transfer
version, aspect ratio, audio configuration and barcode information. Verify whether or not
subtitling exists. Check slate and labels for errors. Title confirmation must match exactly to
what is found in the body of the program.
2. Identify telecine, colorist, editing and CGI issues that need to be addressed prior to program
approval. Examples include but not limited to checking color match consistency,
framing/positioning, and proper scene sequencing. Also check for CGI errors.
3. Confirm that the titles, text and subtitling are within title safe area and are properly centered.
Anything found outside of title safe area will be left to the PPS title supervisor’s discretion
for possible fixes or approval.
4. Note any dirt and stain fixes that are central to action or on character’s faces. Rate any fixes
as a “3” on the QC report.
5. Example minor dirt, stains, grain, element related soft resolution, contamination, shifts,
breathing, flicker, ticks, pops, distortion, static on the report. State on the QC report if the
defects are on the source material or if the defects were downgraded. Please note a few
examples of each anomaly if possible to make a well-rounded report. Rate all downgraded
defects as a “2” on your QC report.
6. Always note and timeout subtitled and texted scenes on the report. Confirm that all scenes
including mains and ends are accounted for in the textless section. If the textless material is
incomplete, describe the scene on the report and reject.
7. In the comments section write briefly and thoroughly about the quality and content of the
element. If any defects were downgraded write this in the report too. Note in the comment
section whether or not textless material is present and complete.
8. For features that we do not create non-subtitled masters for, are built with subtitles and have
textless for the subtitles following the end of the feature, a list of all the separate subtitle
cards (not just the first and last subtitle of a section) must be included. Our measure for this
has been when the total subtitle time does not constitute more than 25% of the feature.

DBC QC’S – These QC’s are less intensive and the objective is to note examples of film
defects, minor conversion ringing or any minor content issues. Check the video, audio and
signal parameters. Verify program identification, transfer version aspect ratio, slate
information and audio configuration. Reject for digital hits audio or video, conversion errors,
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formatting errors or any rejectable errors that may have been missed during the prior QC.
Refer to the HD report before rejecting a tape. At this stage all dirt fixes, colorist and editor
fixes should be completed.

SPOT CHECK QC’S – Check the video, audio, head build and signal parameters. Also
verify the program identification, transfer version, aspect ratio and audio configuration.
Check the RF at five points within the program. Do not generate a report for this type of QC.
SONY PICTURES ENTERTAINMENT
QUALITY ASSURANCE GUIDELINES
The following is a summary of QC points that is a requirement for all QC operators to be
familiar with prior to quality assurance evaluations of SPE product.
1.1 QC PREPARATION & PROCESS
a. Be sure that the QC report to be filled out is a current SPE Post Production Services
approved report. Be sure that any information provided on the report is accurate and
completely filled out. Incomplete and inaccurate reports will be rejected and returned for
correction.
b. Before beginning a QC confirm the aspect ratio, audio configuration and timecode, check the
RF, and or channel condition activity in at least five spots within the body of program. Bars
and tone should reflect program levels. Check to verify if the timecode is correct. Do not
continue QC if any of these defects are found.
c. Check slate and label information and verify if they are correct. Sony and vendor barcodes
must be present on tape. Any corrections are to be made prior to shipping of element. Please
make sure to include any copyright information on the QC report.
d. Be sure that equipment used for QC is properly calibrated and that the correct monitoring
environment is used. Example, QC’s are not to be done “machine side” in tape rooms or in
ill equipped rooms that will impede a quality QC process. Do not QC a tape on a machine
from which it was made.
e. Sony uses a numerical defect rating system which consists of a “1”,”2”,”2+” and a “3”
Beginning with a “1” which equates to minor flaws within the program that would be barley
perceptible and will not distract the viewer when viewed or heard in real time within the
context of a scene. An example would be a slight stain not on a character or a faint audio tick
in the mix.
f. A “2” rating will be perceptible and slightly distracting, but not repetitive. An example
would be production related loose lip sync or moderate dirt or scratches not central to action.
g. A “2+” rating is immediately distracting and should be brought to the attention of the title
supervisor. Examples would be audio static & distortion, a mid scene hue shift, titles out of
safe action and film defects on a central character. Defects to be downgraded are left to the
title supervisor’s discretion.
h. A “3” rating will be severe in nature and will cause rejection. A “3” is immediately
perceptible and very distracting. Examples are incorrect aspect ratio, down conversion
artifacts, tape stock damage, missing program material, poor RF, break in timecode, digital
hits, excessive film dirt, damage and bad color match.
i. Keep reports consistent from operator to operator and report to report.
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j.
Always list the timecode, describe a scene and if possible, a line of dialog to pinpoint the
locations needed for review.
1.2 EXAMPLES OF WHAT TO LOOK FOR
a.
Induced Artifacts such as DI conversion and telecine errors, oversaturation on DI color,
incomplete rendering or visible rendering errors, visible vfx mattes, poor quality vfx,
excessively grainy picture, noisy video image, replicated or skipped frames, static or “dead”
pixels, compromised resolution, incorrect video levels, digital hits as well as minor to
severe film defects. Confirm on the highest source from which the defects came from and
note it on the report.
List all noteworthy flaws. Do not assume that SPE is aware of all problems found within
the program
The telecine supervisor will be responsible for signing off any defects in question,
b. Titles and texted scenes should fall within safe action and any text over picture including
mains & ends and subtitled material must be represented in the textless section at the tail of
program. Note if mains or ends are letterboxed and if they are over picture.
c. Note color match errors if any in report. Any fixes are to be left to the title supervisor’s
discretion.
d. Note excessive audio and video levels on report. Note scene description or line of dialog.
Any levels
Exceeding technical specs will rate a “3”.
e. M & E tracks should be free of intelligible English and bleedthough. Any English shall be
noted with
what is said on program. Song lyrics and foreign dialog will be listed as an “fyi” on the QC
report. Note any missing or loose sound effects.
f. Edits should be clean and are to follow proper field cadence. No fields or frames of video
or
audio shall be lost when segmenting for a longplay dub. Programs shall begin at
01:00:00:00 field 1.
g. Breaks in control track, loss or interpolated timecode found on dubs will not be acceptable.
h. Excessive film flaws such as heavy scratches, dirt, damaged film, black frames, missing
frames
Degeneration of element, stains, poor audio quality, excessive hiss, dropouts and out of
sync audio
should be noted and brought to the title supervisor’s attention for possible fixes.
1.3 TRACING ERRORS & DEFECTS
a. Always make sure to verify if the audio & video defects are from the source element.
Accurately
specify the source on the report. Errors on the source should be corrected as soon as possible as
to
meet the title supervisor’s deadlines. If audio is out of sync, contact telecine supervisor
immediately. Any audio corrections, including for sync, which occur after the initial
laydown must be approved by the telecine supervisor.
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b. If a rejectable problem is found and is traced back to the source element indicate this on your
report as a “3” with timecode and description of problem. The title supervisor will make a
judgment. If the error was not listed on the source report, list this on the report too.
1.4 TEXTED AND SUBTITLED SCENES / PROGRAM SEGMENTATION AND RUN TIME
a. Note the “in” and “out” timecodes of each tested or subtitled scene present in the program
and input
on the report what text is present and whether or not the text if over picture or black. Also
timeout the duration of the scenes or subtitling found within the program. Number and count
the subtitled or texted
scenes and confirm if the material is accounted for in the textless section. If any material is
missing,
note the scenes and the timecode of the missing material and reject the tape.
b. With “in” timecode location of 01:02:02:02 to the “out” timecode of 01:02:06:02 with
“January 7th” as
the text over picture with the main focus being a green house the QC’er should list on the
report with
“01:02:02:02” in the timecode column and “Texted scene over picture: January 7th” on the
column to the left and then note on the right column, “green house” in picture and “texted
scene #1 out at 01:02:06:02”. The scenes
length of: 04 seconds should be noted in the duration section of the report.
When subtitling is involved it should be noted as “Subtitling over picture” on the report.
c. Always check the tape and confirm that the program begins at 01:00:00:00 field *1. If a
program does
not begin at the above listed timecode this is cause for automatic rejection and the tape is
not to be
sent out. Do not mistake film black for video black since the “Columbia” logo starts with a
fade up
from black.
d. For proper segmentation of DVD masters the timecodes listed on all reports must be frame /
field accurate and tape timecodes must be sequential. Example: on part one the last frame and field
of intended picture and audio is at 01:50:01:01 field *1, then part two must begin at 01:50:01:01
field *2
as being the first frame and field of intended picture and audio. Or, if part one ends at
01:50:01:01
field *2 then part two must begin at 01:50:01:02 field *1. When counting the runtime do not
count
the first frame of black after each part. For example if part one ends at 01:50:00:00 field *2,
then
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the runtime is 50:00:00 not 50:00:01. Always list which field the part of intended picture
and audio
ends on and input the information on the QC report.
1.5 RATING TABLE
#1 RATING: MINOR DEFECTS (NOT REJECTABLE BUT NOTABLE)
BARELY PERCEPTABLE TO THE VIEWER
1. MINOR DIRT, STAINS OR SCRATCHES NOT CENTRAL TO ACTION OR ON
CHARACTERS FACES.
2. MINOR ELEMENT RELATED FILM SHIFTS (HORIZONTAL AND VERTICAL).
3. ELEMENT RELATED MINOR FILM GRAIN AND SLIGHT STREAKING.
4. ELEMENT RELATED FLICKER.
5. SLIGHT ELEMENT RELATED CONTAMINATION / BREATHING.
6. FILM WEAVE.
7. SLIGHT JITTER
8. MINOR BUMPS, SHIFTS, WARPS.
9. MINOR ELEMENT RELATED CHROMA BREATHING.
10. FILM WARPS.
11. SLIGHT ELEMENT RELATED PARTIAL FLASH FRAMES.
12. MINOR ELEMENT RELATED LOOSE SYNC.
13. PRODUCTION RELATED TICKS, BUMPS, POPS, SLIGHT DISTORTION.
14. SLIGHT HISS (AGED ELEMENTS ONLY).
15. MONO TRACKS (AGED ELEMENTS ONLY)
16. MINOR CGI GENERATED DEFECTS EX: SLIGHT NOISE, CONTAMINATION,
ALIASING
17. DATED EFX (OLDER ELEMENTS)
#2 & 2+ RATING: MARGINAL DEFECTS ALWAYS NOTABLE BUT ALSO MAY BE
REJECTABLE
SOMEWHAT PERCEPTABLE TO THE VIEWER. MARGINAL DEFECTS MAY BE
SUBJECTIVE IN NATURE, ALWAYS ERROR ON THE SIDE OF CAUTION WHEN
NOTING, IF A BORDERLINE CALL IS TO BE MADE RATE THE ERROR IN QUESTION
A “#3” AND CONSULT THE TELECINE SUPERVISOR FOR POSSIBLE FIXES.
1. MODERATE DIRT, SCRATCHES OR STAINS NOT CENTRAL TO CHARACTER OR
ACTION AND IS NOT DISTRACTING TO THE VIEWER. (PLEASE TAKE INTO
CONSIDERATION THE 4X3 VERSION WHEN YOU ARE QC’ING A 16X9 VERSION.
ANTICIPATE THAT THE 4X3 VERSION IMAGE WILL APPEAR TO BE BLOWN UP
AND WILL CAUSE THE DEFECTS TO STAND OUT MORE). IN MOST CASES THE
16X9 DRS LIST WILL BE INCORPORATED INTO THE 4X3 LIST. TAKING THIS
INTO CONSIDERATION THERE SHOULD BE VERY FEW DRS FIXES FOR THE 4X3
VERSION WHEN IT IS MADE.
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2. ALL OF THE ITEMS LISTED IN THE #1 RATING COLUMN BUT SLIGHTLY MORE
SEVERE IN DEGREE.
3. AREAS OF MARGINAL DIRT, STAINS, FILM DAMAGE, FILM DEBRIS NOT
CENTRAL TO ACTION OR CHARACTERS. (NEWER RELEASES SHOULD BE AS
CLEAN AS POSSIBLE).
4. COLOR MATCH HAS TO BE AS BEST AS POSSIBLE. (CONSIDER THE CONDITION
OF THE ELEMENT WHEN EVALUATING).
5. SLIGHT PARTIAL FLASH FRAMES THAT ARE NOT TO BE DISTRACTING TO THE
VIEWER.
6. ELEMENT RELATED FILM SHIFTS AND WARPS THAT ARE NOT DISTRACTING
TO THE VIEWER.
7. ELEMENT DEFECTS THAT WAS FIXED “BEST AS POSSIBLE” PLEASE NOTE A
TIMECODE LOCATION WHERE A FIX WAS MADE AND RESIDUAL
PERCEPTABLE ANOMALIES MAY STILL EXIST. EXAMPLE ELEMENT RELATED
HUE SHIFTS OR A SPOT WHERE A SEVERE FILM SHIFT WAS PRESENT AND
NOW A MINOR SHIFT MAY EXIST.
8. MINOR RINGING / MOIRE. (BE AWARE THAT RINGING MAY BE MORE
PRONOUNCED IN PAL THAN IN NTSC VERSIONS AND MAY NEED TO BE FIXED
TO REDUCE REJECTIONS OVERSEAS PRONOUNCED RINGING SHOULD BE
RATED A #3).
9. ELEMENT RELATED PRODUCTION AUDIO DISTORTION & STATIC, TICKS &
POPS THAT DO NOT HINDER PROGRAM ENJOYMENT.
#3 SEVERE: ALWAYS NOTABLE & REJECTABLE
A SEVERE ERROR IS VISUALLY OR TECHNICALLY OBJECTABLE REQUIRING A
REJECTION OF ELEMENT. THESE DEFECTS ARE TO BE BROUGHT TO THE
TELECINE SUPERVISOR’S ATTENTION IMMEDIATELY.
1. WRONG TIMECODE, MISSING TIMECODE, NON-SEQUENTIAL TIMECODE,
INTERPOLATED TIMECODE, BROKEN TIMECODE (SERVO HIT), UNMATCHED
OR INCOMPLETE TIMECODE.
2. TAPES WITH POOR RF, POOR MACHINE INTERCHANGE.
3. TELECINE HITS / ERRORS.
4. WRONG TAPE STOCK, USED TAPE STOCK, DAMAGED STOCK, UNEVEN PACK,
DAMAGED CASSETTE CASING, INCORRECTLY LABELED TAPES.
5. INCOMPLETE OR INCORRECT SLATE INFORMATION.
6. WRONG ASPECT RATIO.
7. TAPES WITHOUT BARS & TONE UNLESS OTHERWISE ORDERED.
8. TAPES MISSING AUDIO TRACKS.
9. PROGRAMS NOT STARTING AT 01:00:00:00 FIELD 1.
10. HORIZONTAL & VERTICAL BLANKING SHIFTS.
11. REJECT TAPES WITH EXCESSIVE VIDEO LEVELS, OR BLACKS LEVELS THAT
DIP OR FLUCTUATE.
12. REJECT TAPES WITH DIGITAL HITS (AUDIO OR VIDEO).
13. LOW OR EXCESSIVLY HIGH AUDIO LEVELS.
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14. AUDIO PHASE ERRORS, REVERSED, MISSING LATE OR EARLY SFX. (CONFIRM
IF IN MASTER OR DOWNGRADED BY SUPERVISOR).
15. REJECT TAPES WITH NOT ENOUGH BLACK AT TAIL.
16. TAPES THAT ARE NOT SEGMENTED PROPERLY.
17. DUBS MADE FROM WRONG OR UNAPPROVED MASTERS.
18. REJECT FOR POOR COLOR MATCH.
19. TEXT OR CREDIT MIS- SPELLINGS.
20. REJECT FOR REPEATED SCENES OR EDITING ERRORS, MISSING SCENES,
FRAMES OR FIELDS.
21. REJECT FOR VISIBLE PRODUCTION EQUIPMENT. EXAMPLE: DOLLIES, BOOM
MICS, TRUCKS, CREW, MARKER TAPE, AND WIRE.
22. TEXTLESS: REJECT TAPES THAT DO NOT HAVE MAINS OVER PICTURE, TEXT
OVER PICTURE AND SUBTITLED SCENES THAT ARE NOT REPRESENTED IN THE
TEXTLESS MATERIAL UNLESS OTHERWISE ORDERED. (NOTE AND DESCRIBE
THE MISSING AREAS ON THE REPORT).
23. REJECT TAPES WHERE TITLES OR TEXT IS OUT OF ACTION SAFE AREA. (NOTE
THE MISSING SCENE AND TIMECODE LOCATION ON THE REPORT AND
REJECT).
CONVERSION ARTIFACTING, POOR CONVERSION QUALITY, MARGINAL TO
EXCESSIVE RINGING
/ MOIRE.
24. 3:2 ERRORS, PANNING ERRORS, FRAMING ERRORS, COLOR TIMER ERRORS MID
SCENE HUE SHIFTS, MARGINAL BREATHING AND FLICKER.
25. MARGINAL TO SEVERE PARTIAL FLASH FRAMES, BUMPS, WARPS.
26. RUNNING DIRT, SCRATCHES AND STAINS. (PLEASE NOTE DURATION BECAUSE
REEL REPLACEMENT MAY BE NECESSARY).
27. EXCESSIVE OR LARGE DIRT, STAINS, REEL MARKERS, RUNNING SCRATCHES
CENTRAL TO CHARACTER OR ACTION, ANY MARGINALLY DISTRACTABLE
DEFECTS NOT INTENDED FOR VIEWING. NOTE: POPULAR FEATURES SHOULD
BE VIEWED WITH MORE ATTENTION TO DETAIL.
28. POOR OR MISSING DRS FIXES.
29. MISSING SUBTITLTING, SUBTITLING OUT OF SAFE AREA.
30. REJECT FOR BAD SYNC, MISSING MUSIC OR DIALOG, MISSING SFX,
OBVIOUSLY LOOSE DIALOG & SFX.
31. DIALOG ON M & E TRACKS, UNLESS INTENDED.
32. REJECT FOR MARGINAL TO SEVERE DISTORTION, STATIC, LOW AND
EXCESSIVE AUDIO LEVELS.
33. REJECT FOR PHASE ERRORS, MUTES, HITS, BAD AUDIO PANNING,
UNINTENDED FLUCTUATING LEVELS, HIGH NOISE FLOOR, CAPSTAIN NOISE,
PRODUCTION NOISE.
34. FOR NEW RELEASE TITLES – TAPES WITHOUT FILLED MUSIC AND EFFECTS.
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SCHEDULE C
(FOR SAMPLE USE ONLY NOT FOR SIGNATURE)
LABORATORY AGREEMENT
Gentlemen and Ladies:
Reference is made to a certain television series entitled “THE ULTIMATE FIGHTER® (TUF):
LATIN AMERICA – SEASON 1” ("Programs").
You ("Laboratory") acknowledge that you have in your possession free of any liens, claims, charges
or encumbrances, materials ("Preprint Materials") in respect of the Programs sufficient for the
manufacture therefrom of release prints, preprint and other duplicating material of commercially
acceptable quality, including, without limitation all materials listed in Schedule B-1 (attached).
Laboratory is hereby advised that Zuffa International, LLC ("Licensor") is entering into a
distribution agreement (the "Distribution Agreement") with CPT Holdings, Inc. ("CPTH") pursuant
to which CPTH has been granted certain sole and exclusive distribution rights in and to the
Programs in all sizes, widths, and gauges of film for television and internet distribution in the
Territory and Term specified in the Distribution Agreement. Accordingly, Laboratory is hereby
irrevocably authorized as of its receipt hereof to honor, subject to Laboratory's normal terms of
business (and subject to the making of credit arrangements satisfactory to Laboratory), and
Laboratory hereby agrees to honor at prices not exceeding Laboratory's then prevailing rates for like
work, all orders of CPTH, its successors, licensees and assignees for positive prints and other
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as instructed by CPTH, or its said successors, licensees and assignees, upon the following
understanding:
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ordered such services and materials and the Laboratory shall look solely to such party for payment
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Licensor, its successors, licensees or assignees shall be responsible for any laboratory service or
materials ordered by any other party with respect to the Programs.
2. Laboratory will neither assert against CPTH, its successors, licensees or assignees
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reason of any unpaid charges incurred by the other of the said parties or by any other party.
3. Laboratory will not refuse to honor any of the orders of CPTH, its successors,
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4. None of the Preprint Material may be removed from the Laboratory without the
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your possession or under your control the above described Preprint Materials and that you consent
and agree to the foregoing.
Very truly yours,
Sample Form – Not for signature
Licensor
Laboratory:____________________________
By:
Title:
AGREED AND ACCEPTED:
CPT HOLDINGS, INC.
By:
Title:
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