From: Fordham, Michael
The name of the person at PVR was Gautam Dutta (Marketing Director). I will set up another meeting with him.
From: Wildblood. Andrew Sent: 21 January 2009 10:04 To: [email protected]; Grifriths, Peter; Sundar Raman Cc: Lofihagen. John; Boci Aol; Fordham, Midlael; Manning, Paul Subject! RE: IPL related issues
Dear LaI it,
We wiL.1 get across these three issues riqht away. P]ease see init-ia.L co(unents beLor.r. -----Original Messaqe----- From: lalit modi lrnailtoi LkmodiGaol.com] Sent: 21 January 2009 03:50 To: Wifdb.Lood, Andrew; criffiths, Peter; Sundar Raman .-^. r.^f fhadar .r^hn. R..i Aol Srrhitr/-f . TPT, rr'l ,ited i ssues
Dear Andrer,r
The IP], season is around the corner and as such there are a few things we need Lo resolve asap lrhich are eiLher oulsLanding o-r need cornpLetion. 1. In regard to our conversation abouL fPL Lheatrical riqhts, I had menLioned to you to leave the same aLone as I was in advance conversation with Sony on lhe sane. on further reflection f befieve its not in Bcci and TPLrs best interest to have all its eggs in one basket, From now on we should broadbase our partners, Therefore you have the Go ahead to get offers for theatrical Rights with the companies that have approached us for the same. We can do gl-obal deal with who ever is ready to give us best deal asap. AW-Mike had a meetinq with Rajesh Sawhney at Reliance. This was the meeting at which Sawhney asserted that 1) they are already included in the Big TV official Partner deal, and 2) the rights have no value. Mike then had a meeting pfanned with xxx at PVR which was cancelled folfowing our conversation re Sony. Mike is back in India next week and will reinstate this meeting, The question then is how do we handle Reliance. Has the Official Partne.r discussion cornpfetely broken down. is Anil Ambani aware of the situat ion ? 2. Sony Distribution - this remains a great concern Lo us especially in souto. Pfease irunediately Look into this and advise whether they have thee requisite distribution across the country or not. I woufd need you to present me detaifed analysis at the Governing Council meeting on the sth of Feb for us to take a view on the same. It is irnperative that the same is not like last year and we will need to ascertain the same. AW-We wilf do the necessarv checkinq on the sane 3. Sony - has been jeopardising our negotlations with regards to closure of our tender with Big Tv, We have written to them to ensure they do not cfose any deal lilth Airtel-. but Airtef has informed us that they have closed. Please investigate the same and.report the same to us asap so we can take appropriale action. AW-I will look into this, Paul please provide ne with the background paperwork. Please treat these as most urgent. WilI do '. Warm rega.rds Lalit Modi Chairman and Commissloner I P],. Sent from my BlackBerry@ e.rire.Less device The preceding e-mail messaqe (incfuding any attachments) contains .info.rrnation that may be conf.idenLia.l, may be protected h1, tha at r^rhAtr-^l ianf r^hl i^.1-1la ^r ^+h6r ^.ivilA^a< constitute non-public information. It is intended to be conveyed only to the designaLed recipienL (s) named above. If you are not rh i anda.l rA^ihi6n+ +hie h^fi f17 fha ean.lar ^l ^f ^larcA hw rohl rrihd t^ fhi< mA< Subject ITT for theaterical rights Sender [email protected] Dear venu, Refer our discuss ions regarding Lhe -tPL Theatrical rights. In line with the BCCI practice. we vJill be issuinq an T'I.I f^r ihie Fidhr- a^^n I look forward to Your continued interes! in the theatrical rights. Sundar Sent from BlackBerry@ on Airtel I of I Webnrail :: Fw: Theatical Rights subject Fw: Theatrical Rights Sender [email protected] . d20090224 pm (Cinema Rights ITT)V4 CLEAN.doc (318 KB) Noticed some changed were required. Have done it in this. Kindly refer to this. Sent from BlackBerry@ on Airtel From: "Manning, Paul' Date: wed. 25 Feb 2009 14:58:03 +0000 To: Sundar< [email protected] > Subiect: RE: Theatrical Rights Hi Sunda r Payment 14 days prior to the first match at 4.2. US$2m performance deposit at 7.1 Bank guarantee included at 7.2 l've tidied one or two other points too. Best regards Paul From: Sundar Imailto:[email protected]] Sent: 25 February 2OO9 L4:32 To: Manning. Paul Subject: RE: Theatrical Rights The performance deposit is USD 2lv1n right? We need to include a bank guarantee. I had that added, if I remember. Yes Licence fee to be paid in full no later than 14 days. From: Manning, Paul [mailto: PManning@csi-sports. net] Sent: 25 February 2OO9 l9:4L To3 Sundar Subj€ct: RE: Theatrical Rights HiSundar On eligibility we have fit and proper person and no bids from entities in default of a contract with BCCI or associated with a company that is in default. The additional eligibility criteria in the media rights iTT were that bidders had to be Broadcasters or sports marketing agencies and minimum financial standing, neither of which helps with the party mentioned. We have not included a bank guarantee - as a one season deal is this necessary. We do have a performance deposit - but that is only two dollars. Unless this is just formality to ensure consideration has passed, this should be increased. Shall we stipulate that the licence fee must be paid in full by no later than 14 days prior to the first match? Cheers. Paul I of 2 Subject Theatrlcal Rights ^ Sender Sundar . ITT iPL Theatrical Rights 2009 - Mark up.doc (317 KB) . ITT IPL Theatrical Rights 2009.doc (315 KB) Clean and marked-up copy attached... Key highlights... . Reserve price of USD 2Mn for Global rights . Bankguarantee of USD 2mn . Joint bids allowed . We will give the world feed signal back of truck to them . They will have to give first right of sponsorship to IPL ground partners ' NO virtual gra phics a llowed at any time d uring the telecast - no pull through, sq ueezes etc etc. . Licensee gets first right to negotiate for 1 month period for 2010 season onwards Currently we haven't kept any restrictions for bidders - except for entities in dispute with ECC| (to exclude Zee). Sundar l of I Webnrail :: Re: Theatical Rights Subj€ct Re: Theatrical Rights Sender [email protected] Di gsv, The qualification and eligibility criteria is deLailed in the 1TT. In your opinion if you meet them, you should consider yourself eliqible and qualified. we will ascertain that only when we open envelope A. Reqards Sundar. ___---/.\, i ^i nr l To: Sundar Raman To: Radhika Moolraj To: Lalit Modi ReplyTo: Digvijay Singh subject: RE; Theatrical Rights Sent: Mar 4, 2A09 22t58 Sundar, I am confused, Does this mean that you consider Nimlcus eliqible, qualified and welcome to address this enquiry? Digvijay singh -----n,i di n: l M6< Regards sundar sent from BlackBerryR on Airtel Sent from BfackBerry@ on Airtel l of I Webnnil :: Theatrical Rights Subject Theatrical Rights gmor::ks Sender [email protected] Att, we have considered your requests regarding extension for submission of the tender. The date for submission is now extended from the 6th March to 12noon on the 12th March, 2009 . Rega!ds sundar Sent from BlackBerry@ on Airtel lotl Subject Various Sender Sundar Dear Lalit, Need your views and approvals on the following... r. Ogilvy and groupm Have told groupm 2olo coffimission. Worst case will settle at2.5o/o (vs last year net realised was 4.5olo for them). Ogilvy will settle somewhere between 7 and 8o/o z. Tuesday press conference and meeting Current schedule is 12noon Press conference and 2pm Royals meeting. Propose we do an operational meeting review with Catherine and team post that starting at 3pm - unless you want to meet the rest of the franchisees one on one to do operational review. r. Press conference requirements... Is the violation video required to be cued and kept forTuesday? Or is that for another day? r. Andy Kaplan call I have told Andy to sort his issues out and no point in talking endlessly s. Theatrical Rights and IPL Tower Currently the Theatrical Rights tender is to open on Thursday. Srini was going through the contracts of the rights tender along with IPL tower with Akhila. He said he wanted to talk to you about is as he was worried about BCCI getting taxed and stuff like that. He wanted to talk to you before this was closed. Sundar Best Regards I of2 Webnnil :: RE: ITT - Theahical Rights DLF IPL Season 2009 SubJect RE: ITT - Theatracal Rights DLF IPL Season 2OO9 Sender Sundar Ail, The submission date for the theatrical tender scheduled for tomorrow (Mar 16th) has been postponed . I will inform you of the new date, which will be in the coming week soo n Sundar From: Sundar Imailto:[email protected]] Sent: 11 March 2009 23:34 To:'[email protected]';'Radhika Moolraj' Subject: RE: ITT - Theatrical Rights DLF IPL Season 2009 Ail, Further to my mail earlier today and acknowledging the mid-week holiday today , the submission of tender document has been changed to 12noon , Monday 16th March, 2009. The venue will be at Nirlon house. Regards Sundar From: Sundar Imailto: su [email protected]] Sent: 11 March 2OO9 L2i44 To:'[email protected]';'Radhika Moolraj' Subject: RE: ITT - Theatrical Rights DLF IPL Season 2009 Ail, The submission of the tender document is 12noon I2/Mar/2009 at the following ven u e... Modi Enterprises 3ro Floor, Nirlon House Dr AB Road Worli Mumbai l of I Webnnil :: ITT - Theanical Riglts DLF IPL Season 2009 Subject ITT- Theatrical Raghts DLF IPL Season 2OO9 Sender Sundar < [email protected] > ls#sxksS Reciplent [email protected] < lkm @ipltzo.com >, Radhika Moolraj < [email protected] > Date 01.03.2009 17:09 . ITT Theatrical rights IPL 2009 Season.pdf (285 KB) All, Please find attached the ITT for theatrical ri8hts for DLF lP[ Season 09. Best Regards Sundar I of 1 Sender Sundar . ITT Theatrical rights Final.doc (233 KB) Theatrical rights - Tender doc lorl f,ll,FH, LEfiGUE 'f,Hft',tH INVITATION TO TENDER FOR THEATRICAL RIGHTS FOR THE INDIAN PREMIER LEAGUE SEASOTV 2009 CONTENTS 1. INTRODUCTION 2. INVITATION TO TENDER 3. THEATRICALOWNER'S RIGHTS/OBLIGATIONS 4. PAYMENTS 5. REQUIREMENTS FOR PREPAMTION AND SUBMISSION OF BIDS 6. AMENDMENT/ADDENDUM 7. REQUIREMENTS OF THE TENDER 8. SUBMISSION OF THE BID 9, SELECTION OF WINNING BIDS 10. GENERAL 11. ACCEPTANCE OF TERMS AND CONDITIONS 12, CONFIDENTIALITY 13. GOVERNING LAW AND DISPUTE RESOLUTION SCHEDULE 1 - GLOSSARY OF TERMS SCHEDULE 2 - LETTER OF ELIGIBILITY SCHEDULE 3 - AFFIDAVIT SCHEDULE4-BIDFORM SCHEDULE 5 - TERMS AND CONDITIONS APPLICABLE TO THE EXPLOITATION OF THE THEATRICAL RIGHTS SCHEDULE 6 - INDICATIVE FIXTURE SCHEDULE 1. INTRODUCTION 1.1 The Board of Control for Cricket in India ("BCC|") is a society registered under The Tamil Nadu Societies Registration Act 1975 and has its head office at Cricket Centre, Wankhede Stadium, Mumbai 400 20, India. A separate Sub Committee unit of BCCI has been set up known as lndian Premier League ('lPL) to establish and oversee the operation of a domestic Twenty2O cricket competition in India and, if appropriate (see below), elsewhero in the world (the "League"). This document constitutes an invitation to tender to any person who wishes to acquire exclusive Theatrical Rights in respect of all the Matches of the League to be held in 2009. In this document: "Theatrical Rights" shall mean the right to transmit in full the Feed of the Matches in the League to be held in 2009 on a live basis only for exhibition to an audience in a movie theatre or cinema only. 'Licence' shall mean the exclusive, non-transferable right and licence to commercially exercise the Theatrical Rights and "Licensee'shall mean the person who has been awarded the exclusive Theatrical Rights as a r€sult of having made a successful Bid. 1.2 The Licensee shall have the exclusive rights to commercially exploit the Theatrical Rights (as defined above) in respect of all the Matches of the League to be held in 2009. An example of how the League's Matches may be co-ordinated is set out in Schedule 6 (although this League Match schedule is indicative only and is notfinal). 1.3 The Season will, in respect of the League, last approximately six weeks during April and May of 2009. For the avoidance of doubt the Theatrical Rights do not include any rights to the cricket toumament cunently known as the Champions League Twenty20 (or any replacement thereofl. 1.4 The words and expressions defined in Schedule 1 shall have the meaning set out in this ITT unless the context reouires otherwise. 2. INVITATION TO TENDER 2.1. Invitation IPL hereby invites tenders from reputed third parties to acquire the Licence for the Theatrical Rights in the manner described in this lTT. 2.2. Bid Objectives As part of the Bid, the Bidders must demonstrate to IPL in detail in writing how they will be able to maximise the exploitation of the Theatrical Rights. 2.3. Eliglbllity to Bld For the purpose of this lTT, any entities anywhere in the world (which expression includes, as regards corporale entitios, the Bidder and/or its parenl or subsidiary company), which satisfy the following requirements as at the date of this ITT (or such other specffic date as is specified in this ITT in relation to any individual criteria) are eligible to participate in this tender orocess and to submit Bids: a) Bidder shall have acc€ss to a minimum of 500 theatres in India installed with equipment capable of receiving and exhibiting the HD Feed as defined in clause (1) (i) Schedule 5 . HD hereinafter shall mean to be signals with a minimum resolution of 720p. b) Bidder shall have a minimum networth of INR 10 Crores c) Bidder shall have, themselves or through a tie up, technological feasibility to effectively execute he rights to be granted under this lTT. d) Bidder shall ensure that the signalfeed of the matches is relayed in encrypted format to prevent unauthorized access to the feed. Any unauthorized feed will result in cancellation of the contract and forfeiture of the advance or deposit and be further liable for the full value of the contract, including encashment of the bank guarantee. 2.3.2 Fat and proper person Each Bidder must be a fit and proper person and IPL reserves the right to reject any Bid from any Bidder which IPL does not believe satisfies this criteria. (a) Consortia, joint ventures (whether incorporated or unincorporated) or joint bidders (each a "Consortium') may submit a Bid ("Consortium Bid(s)"), provided that: i) the members of the Consortium collectively satisfy the criteria for BiddeG set out in this ITT and the Eligibility L6tter; ii) each member of the Consortium is jointly and severally liable for the acts of each other member in relation to its Consortium Bid(s); and iii) the Consortium fully describes the relevant terms of its Consortium arrangement in its Consortium Bid. (b) Each member of any Consortium may also submit a separate Bid on its own behalf. For the avoidance of doubt, IPL reserves the right, if it determines it appropriate in the circumstances, to enter into direct arrangements with individual members of any Consortium. (c) lf a Bidder has entered into an agreement for a joint venture (whether incorporated or yet to be incorporated), which shall be the Licensee or otherwise be entitled to all or part of the Theatrical Rights whether as a licensee, marketing agency or in any other capacity, the Bidder is required to disclose in the Bid all material details of th6 joint venture agreement. 2.3.3 Guarantees Depending upon the financial standing of any Bidder, IPL reserves the right (at its sole and absolute discretion) for a parent company or other such company of satisfactory financial standing to guarantee the obligations of the Licensee pursuant to the Theatrical Rights Agreement (as defined below). In the case of a Consortium Bid, each member of the Consortium will be obliged to guarantee the obligations of the Licensee in the Theatrical Righb Agreement. The failure to supply such a guarantee will entitle IPL (in its sole and absolute discretion) to terminate the Licence/ Theatrical Rights Agreement. 2.3.4 Bid Rejection Any Bid submitted by an entity which fails to satisfo the eligibility requirements set out in this ITT may be accepted or rejected by IPL in its absolute discretion. IPL shall not advise a Bidder wh€ther it is qualified or not. The Bidder must submit its Bid in accordance with the process specified in this ITT and enable IPL to then evaluate its Bid. Potential bidder8 should also be aware that any Bid submltted by any person that is currently in default of any contractual obligation or undertaking oured to the BGGI (including, without limitation, any payment obligataon) or which is otherwise connected with any person (including by way of being a subsidiary undertaking or a parent company or part of a group of companies under common ownerehip and/or control) that is currently in default of any contractual obllgatlon or. undertaklng owed to the BCCI (lncludlng, without limitation, any payment obligation) may be rejected by IPL in its absolute discretion notwithstanding that such person otherwise fulfils the eligibility criteria set out in this lTT. 3. LICENSEE RIGHTS/ OBLIGATIONS 3.1 Overview This ITT constitutes an invitation to persons to tender for the right and obligation to cnmmercially exploit the Theatrical Rights. Such Theatrical Rights shall be subject to the terms and conditions as contained in a Theatrical Rights Agreement to be entered into by IPL and the Licensee whose Bid is accepted by lPL. The Licensee will have the right to receive certain revenues relating to his exploitation of the Theatrical Rights as detailed below. 3.2 The Licence The Licensee will have the exclusive right and obligation to exploit the Theatrical Rights relating to the League. The Licensee shall, subject to the ongoing requir€m€nt to comply with the Theatrical Rights Agreement at all times, be entitled to exploit the Licence at for the development of local commercial arrangements with sponsors and suppliers (as summarised in Section 3.3 (b) below) although the attention of Bidders is drawn to the fact that all rights lvhich are not expressly granted to the Licensee under the Theatrical Rights Agroement shall not be available to the Licensee. 3.3 Theatrical Rights 3.3.1 Th€ Theatrical Rights shall compromise: the right to transmit in full the HD Feed as detailed in clause (1) (i) of Schedule 5, of the Matches in the L6agu€ to be held in 2009 on a live basis only for exhibition to an audience in a movie theatre or cinema only, including drive-in theatres. In case of a match taking place in a particular city, example a match in Jaipur, then that match shall not be made available in Jaiour for exhibition thru the Movie theatre or Cinema. Any violation of this will constitute a material breach. Please factor this for all the 59 matches in your calculations. 3.3.2 In the event of any dispute as to whether premises are a movie theatre or cinema, IPL's decision (in its sole and absolute discretion) shall be final. Licensee shall not make use of unlawful signals for the purpose of exhibition of Matches in the theatres. Unlawful signal shall mean and include unauthorized signals received from any source, including broadcast signal which is intended for general television viewing on official broadcaster network. The Theatrical Rights do not include the right to transmit the HD Feed of Matches on a delayed basis, it being acknowledged that the HD Feed of the full Matches shall not be exhibited on a delayed basis in cinemas until after the conclusion of the final Match of the 2009 IPL season. 3.3.4 The Licensee shall not have the right to edit, manipulate, alter, dub, subtitle or repackage the HD Feed except to conform local censorship regulations 3.4 Term 3.4.1 The Theatrical Rights to be exploited by the Licensee pursuant to this ITT are only for the Matches taking place in the 2009 Season of the League (the 'Term"). 3.5 Exclusivity The Theatrical Rights shall be granted exclusively to the Licensee worldwide. 3.6 Theatrical Rights Agreement 3.6.1 The form of a Theatrical Rights Agreement, which shall be sent to the recipients of this ITT in due course, and in any event prior to the deadline for submission of Bids, sets out further details in relation to the operation of th€ Licence including the Licensee's obligations in respect thereof. The Bidder shall be required to submit the form of Theatrical Rights Agreement with its Bid signed and unaltered in any way, save for the inclusion of its name, address and the Licenc€ Fee. Any oth6r aherations to the form of Theatrical Rights Agreement as issued by IPL shall entitle lPL, in its discretion, to disqualify the Biddofs Bid. 3.6.2 Without limitation, the terms and conditions set out in Schedule 5 hereto shall apply to the Licence of the Thoatrical Rights and shall be set out in the Theatrical Rights Agreement. 4. LICENSEE PAYMENTS 4.1 The Bidder must state in its Bid the monetary fee that it ofiers to pay to IPL in consideration for the Theatrical Rights (the 'Licence Fee"): 4.2 The Licence Fee shall be stated in US Dollars, unless otherwise notified by lPL. The Licence Fee shall be paid in US dollars unless the Licensee is an Indian entity in which case (and as required by law) such sums shall be paid in Indian Rupees (converted at the TT selling exchange rate published by The Stiate Bank of ndia at th€ time payment is required to be made). All such sums shall be paid together with any service tax which may be chargeable thereon and without any set-offs, deductions, withholdings, taxes or bank charges (including without limitation, withholding tax€s)of any kind. To the extent the Bidder is required by law to deduct or withhold any taxes on amounts payable to the lPL, when making such payments the Bidder shall simultaneously pay to the IPL such additional amount as is necessary to ensure that the net amount received by the IPL (free to any liability in respect of such deduction or withholding) is equal to the full amount that the Bidder would have received had no such deduction or withholding been required. 4.3 Any failure by a Licensee to pay any of the above-mentioned sums on the due date for payment will be a material breach of and entitle IPL to terminate the Theatrical Rights Agreement immediately. 5. REQUIREMENTS FOR PREPARATION AND SUBMISSION OF BIDS 5.1 Further lnformation Bidders shall remain responsible for obtaining all furthor information necessary or expedient for the purpose of submitting their respective Bids, and will be deemed to have done so before submitting any Bid. Information may be sought up to 4 March 2009 and thereafter any further queries will be responded to at IPL's sole discretion. No irrelevant query will be entertained and the decisions of IPL in this regard shall be final. No Bidder shall, in the process of seeking clarifications, enter into any contractual negotiations. Further, no Bidder shall, in the process of seeking clarifications, submit a request for information relating to any internal processes followed by lPL. Requests from Bidders for clarffication and/or further information relating to this ITT must be addressed to IPL and marked for the attention of Mr. Sundar Raman and received by IPL by way of electronic mail (e-mail) sent to [email protected] with a copy to [email protected]. Save as specified herein, Bids and other supporting pap€rs that may be fumished shall and will become the property of IPL upon their delivery and IPL Wll not be obliged to return them. However all information and documents that are furnished to IPL will be treated as strictly confidential and shall not, unless required in accordance with law, be disclosed to any other party. 5.2 No Conditionality Bidders shall not make any of their Bids subject to any form of conditionality or limitation including, without limitation, th6 identity of, or particular arrangements being put in place with, any other third party. Any such conditional Bids may summarily disqualified by the IPL in its discretion. Bid Costs R2 Each Bidder is solely responsible for all costs, expenses and liabilities incurred by it in the preparation and submission of its Bid(s) and any responses to requests for further information by lPL. 6. AMENDMENT/ADDENDUM 6.1 The information set out in this ITT is in summary form and does not purport to contain ermplete descriptions of the terms of the Theatrical Rights or the terms and conditions affecting the exercise of the same, all of which may be subject to change and amended by IPL in its discretion. This ITT does not contain any representation upon which any Bidder is entitled to rely at any point in time in order to bring any claim, action or proceedings against BCCI, IPL or any other third party (whether for misrepresentation or otherwise). 6.2 At any time prior to the last date for submission of the Bids, IPL may, either for any supervening factors and/or events or in response to a bona fide request for further information (including clarification) by a Bidder, modify, add, withdraw or alter the terms of the invitation andi or the conditions of this ITT by issuing an Addendum(s) or otherwise, without any obligation to provide reasons. The amendment(s/addendum(s), if any, will be notified in writing to the Bidders at least 24 hours orior to the last date for the submission of Bids. Such addendum(slamendment(s) will form part of this ITT and will be binding. 7. REQUIREMENTS OF THE TENDER 7.1 Performance Deposit (a) Each Bidder must at least 48 hours before the submission of any Bid pay to IPL a single performance deposit (the "Performance Deposit") in the amount of US$ 2.0 Million dollars (payable in Indian Rupees using an exchange rate of 1 US $ to lNR50). The Performance Deposit shall be deposited by way of a bankers draft issued by a bank of international repute drawn in favour of Indian Premier League. (b) IPL hereby irrevocably states that it shall retum the Performance Deposit to unsuccessful Bidders within 5 business days of the unconditional award of the Licence. (c) For the successful Bidder the Performance Deposit shall, upon the award of the Licence, become IPL's property and shall act as the payment or part payment (as appropriate) of the Licence Fee payable by the Licensee. (d) Any Bidder which fails to comply with the above-mentioned requirement to pay the Performance Deposit may be disqualified from bidding by IPL in its absolute discr6tion. 7.2 Tender Documents Each Bidder shall at the time of submission of the Bid submit lhe following documents: (a) an Eligibility Letter together with any supporting documenb required to be provided as per Schedule 2 of this ITT; (b) an Affidavit which is to be attested/notarized on Rs.l00 stamp paper as per Schedule 3 of this ITT: (c) a duly completed Licence Bid Form (in the form set out at Schedule 4) which should include full details of the Bidde/s proposed exploitation of the Theatrical Rights; (d) a Theatrical Rights Agreement sign€d by a duly authorised representative of the Bidder included in the Bidde/s Licence Bid Form. In such Theatrical Rights Agreement, the Bidde6 shall complete the following details: i) the full name and address of the Bidder at the start of such agreement; ii) the total amount of the Licence Fee included as part of the relevant Bid; and (e) evidence satisfactory to IPL that the Bid has been signed by a duly authorised reDresentative of the Bidder. 8.1. Only the persons which comply with the eligibility requirements set out in Section 2 above are entitled to participate in this tender process and to submit a Bid. Any Bid submitted by any person who is not eligible as per the requirements of the above- mentioned eligibility section may be rejected by IPL in its absolute discretion. 8.2. The Bidders shall deliver to IPL the original of the Tender Documents (set out in clause 7.2 above duly filled in and signed and sealed along with all supporting documents and papers with three exact and legible copies thereof and documents evidencing payment of the Performance Deposit as provided in Section 7 above. The Tender Documents in sealed covers, as above, shall be delivered by hand in person by an authorised representative of the Bidder to IPL by 12 noon on 6th March, 2009 at The Cricket Centre, Wankhede Stadium, Mumbai 400 20. Please note that Bids sent by email or fax will not be accepted. No tender in torn condition or in unsealed covers will be accepted. All documents must be delivered at the same time and no further documents will be accepted past the above-mentioned time and date unless otherwise decided by IPL (in its discretion) in the case of exceptional circumstiances. The Eligibility Letter and Affidavit should be encloged in one envelope clearly labelled 'Envelope A - Eligibility Lefter and Affidavit'. The Licence Bid Form, the Theatrical Rights Agreement and the supporting documents refened to in paragraph (e) above should be enclosed in a separate envelope cleady labelled 'Envelope B -Licence Bid Form together with supporting documents)". 8.3. The outer envelope containing the Tender Documents must be sealed and marked as follows: Invitation to Tender - Indian Premier League Theatrical Rights Attn of: Mr. Sundar Raman, lPL. There should be nothing on the oubide of the envelope containing the Tender Documents wlrich identifies or indicates the identity of the Bidder. 9. SELECTION OF WINNING BIOS 9.1 Each Bidder must, as part of its Bid, specify the following information by lhe completion of a document in th6 form set out in Schedule 4 (the 'Licence Bid Form"): (a) the Licence Fe6 that it is offering to pay for the exclusive Theatrical Rights in respect of all the Matches of the League for the 2009 Season.. The attention of Bidders is drawn to th6 fact that the proposed Licence Fee included in the Bid shall be a minimum of US$ 2.0 Million (Two Million US dollars) and any Bid which includes a Licence Fee lower than caid sum will be summarily rejected; (b) full details of its plans and proposals for the commercial exploitation of the Theatrical Rights. 9.2 IPL strongly recommends that an authorised signatory from each Bidder shall be availabfe in Mumbai on 4' March. 2OO9 al 12 noon to Drovide anv clarifications as may be necessary arising from their Bid, such clarffications to include possible re- Bids as contemplated below. lf any Bidder is unable to ensure that such an authorised representative is so available then it should inform IPL in a timely fashion of contact details for a person who will be authorised to submit re-Bids in the event of tied Bids (see Section 9.3 below). The failure of a Bidder to be so available will result in such Bidder failing to be able to submit such a re.Bid and in such circumstances such Bidder will be liable to be rejected. 9.3 An exclusive Licence for the commercial exploitation of the Theatrical Rights in respect of all the Matches of the League to be held in Season 2009 will be awarded by the IPL in its sol6 and absolute discretion. For the avoidance of doubt, the IPL is not obliged to accept the highest monetary offer. 9.4 In the event of the Licence Fee included in a successful Bid being increased as a result of a re-bid then the relevant Bidder will immediately be required to endorse an amendment to the relevant signed Theatrical Rights Agreement to reflect such increased Licence Fee. Failure to comply with this requirement may (ln IPL's discretlon) result in the Licence being awarded to another Bidder and the Performance Deposit of the first-mentioned Bidder being forfeit. 9.5 The successful Bidder who is awarded the Licence must pay the Licence Fee for 2009 within 5 days of it being awarded the Licence. 9.6 By submitting a Bid, each Bidder inevocably agrees to the abova.mentioned process for th€ selection of winning Bids for a Licence. 10. GENERAL 10.1 No warranty or representation (express or implied) as to the reliability, completoness or accuracy of the information in this document or any other information at any time made available to the Bidder is given by IPL or any other person. Accordingly, each Bidder and recipient of this ITT shall be responsible for vorifying the accuracy of all information contained in this ITT and for making all necessary enquiries prior to the submission of ib Bid. Neither IPL nor BCGI nor any of its/their associates, agents, employees or representatives will be liable for any claims, loss or damages suffered by any Bidder, prospective Bidder or other recipient of this ITT as a result of reliance on any information contained in either document or otherwise. 1O.2 In fumishing this invitation, IPL does not undertake or agree to or acknowledge any obligation to provide to the Bidder any additional information or any roving queries or to update this ITT or to correct any inaccuracies in it which may become apparent. 10.3 Neither the issue of this ITT nor any part of its content is to be taken as any form of commitment or acknowledgment on the part of IPL to proceed with any Bid or any Bidder and IPL reserves the unfettered right to annul, terminate or reiect any Tender or to vary or terminate the tendering procedure at any time or stage without giving any reasons. 1O.4 IPL reserves the unfettered righl and absolute discretion at any time and without any liability whaboever to any Bidder: (i) to cancel the entire tendering process at any stage prior to the execution by BCCyIPL of a binding Theatrical Rights Agreement without giving any reasons; or (ii) to amend, vary, waive and/or modify any or all of the terms and conditions of this ITT (including the Theatrical Rights Agreement) without any reason or prior notice whatsoever being provided to any Bidder. 10.5 IPL shall not, in any circumstances whatsoever be responsible or liable in any manner or mode by wlratever name called or described for any costs, losses or expenses of any kind whatsoever incuned or suffered in connection with or as a consequence of the preparation or delivery of any Bid, or compliance with any of the requirements of the this ITT by any Bidder. 10.6 Any conc€almont of material fact by or on behaff of any Bidder shall lead to disqualification of the Bidder. 1O.7 The grant of any Licence shall be conditional upon the Bidder entering into a binding Theatrical Rights Agreement (t'ogether with any agreements to be entored into by the Licensee as contemplated by the Theatrical Rights Agreement) and not otherwise. 10.8 No Bidder (or any person in any way connected with or acting on behalf of a Bidder) shall take any action which is intended or likely to influence the award of the Licence and any such action shall result in the imm€diate disqualif ication of the relevant Bid. 11. ACCEPTANCE OF TERMS AND CONDITIONS 11.1 Each Bidder irrevocably and unconditionally accepts and agrees that by submitting a Bid: (a) it agrees to be bound by the terms, conditions and obligations set out in this ITT and in the Theatrical Rights Agreement when executed; (b) it has read and understood, and agrees and accepb, the provisions and procedures, and terms and conditions (including the outcome) of this ITT; and (c) waives its entitlement to seek injunctive or equitable relief in respect of this lTT, this tender process and the subject matter of this ITT 12, GONFIDENTIALIW 12.1 All information of whatever nature and in whatever format contained within any Bid and/or any response or clarification (whether oral or written) provided by IPL to any Bidder during the bidding process, (the Confidential Information) is and shall be kept strictly confidential by the Bidder. 12.2 Accordingly, in consideration of IPL allowing that Bidderto participate in the bidding process for a Licence, each Bidder accepts that, by submitting any Bid(s), it is agreeing: (a) to keep all Confid€ntial lnformation private and confidential and to use any and all Confidential Information solely in order to consider and/or to make a Bid. in order to seek to obtiain a Licence and in order to take part in discussions with IPL as part of the bidding process; and (b) not to disclose, distribute or reveal any Confidential Information to any person other than to those persons who are required to receive and consider the same for the purpose of formulating the relevant Bid(s) and/or their orofessional advisers under conditions of conf identialitv. 12.3 Confidential Information shall have the meaning ascribed to it in Paragraph 2 of the Eligibility Letter. 13. GOVERNING LAW AND DISPUTE RESOLUTION 13.1 This ITT shall be govemed by, and construed in accordance with Indian law. 13.2 lf any dispute arises under this document which cannot otherwise be amicably resolved between the parties, such dispute shall be submitted to arbitratlon and conclusively resolved by a single arbitrator appointed by mutual consent. lf the parties are unable to agree upon th6 identity of the arbitrator then he shall be appointed by The President of the Mumbai Bar Association. Both parties shall share equally the costs, fees and other expenses of the single arbitrator appointed by them in accordance with The Arbitration and Conciliation Act, 1996, or any statutory modification or re-enactment lhen in eff6ct. 13.3 The venue for arbitration shall be Mumbai and the arbitration shall be conducted in the English language. 13.4 The decision of the arbitrator shall be in writing, and shall be final and binding upon the parties. Each party shall bear its own lawyers'fees and charges and shall pay one half of the costs and expenses of such arbitration, subject always to the final award of the arbitrator as to costs. 13.5 Each of the parties hereby acknowledges and agrees that its failure to participate in arbitration proceedings in any respect, or, to comply with any request, order or direction of the arbitrator, shall not preclude the arbitrator proceeding with such arbitration and/or making a valid final award. 13.6 BCCI and/or IPL (but not any Bidder) shall have the right to bring an action seeking injunctive or other equitable relief before the Courts of Mumbai if it reasonably believes that damages may not an adequate remedy for any breach by any Bidder of the terms of this lTT. SGHEDULE 1 (rTT) GLOSSARY OF TERMS The following terms shall have the meanings ascribed to them in this lTT. Words and expressions which are defined within this ITT shall have such meaning when used in this ITT. BCGI means The Board of Control for Cricket in India. Bid means a written offer to acquire an exclusive Licence to commercially exploit the Th€atrical Rights during th€ Term, and which is submitted to IPL subject to, and in accordance with. the terms and conditions of this lTT. Bidder means any person who submits a Bid or Bids to IPL in response to this lTT. Bld Process means the procedure described in Section L Brand Guidelines means those regulations, restrictions and limitations issued from time to time by, or on behalf of, IPL relating to the use and reproduction of the official titles, trade marks and logos of the lPL, any Match, any IPL team, and such other persons as may be specified by lPL. Broadcaster Guidelines means those regulations, restrictions and limitations issued from time to time by, or on behalf of, IPL relating to production, distribution and transmission of any Match (in full or in part) (including the imposition of any on-screen graphics, adverts or commercial or sponsored features) and/or the marketing, promotion or advertising of any Match, Player Auction to the extent only that such regulations, restrictions and limitations do not conflict with the terms of this Agreement or adversely affect the value of the rights granted to Licensee hereunder, or the ability of Licensee to fully exploit such rights to any material extent and/or the use of any imagery, representation or likeness of any player, manager, coach or official of any Team. Broadcast Sponsorship Opportunities means any sponsorship, promotional or other opportunities available to any person to associate itself (including by way of any verbal, textual or graphic form) (directly or indirectly) with any transmission, delivery or exhibition of any Match (or any part thereof, and including any trailers or promos in respect of same) or made or provided pursuant to this Agreement, including any on-scr66n idontification (including any visual, verbal or musical identification), billboards, breakbumpers, on-air messages such as squeezebacks, tickers, split screens, pop'ups or otherwise and Broadcast Sponsor shall be construed accordingly. Busin€ss day mean8 any day (excluding Saturdays and Sundays) on which banks in Mumbai are generally open for business. Competitor means any person lvfiose business involves the provision of services or the sale, manufacture or distribution of goods which fall within the same category of goods or services as those provided, sold, manufactured or distributed by (as relevant) the Title Sponsor or Official Sponsor. Eligibility Letter or Letter of Eligibility means the letter to be submitted by each Bidder in the format provided in Schedule 2 of this lTT. Feed means the live and continuous moving image video signal of a stiandard and specification consistent with the presently accepted strandard and specification of international broadcasts of international cricket matches of each Match (including any opening or closing ceremony) in either 16:9 or 4:3 aspect ratio incorporating slow motion replays, titles and any graphics selected by, or on behalf of, Licensor, with intemational commentary in English, and with integrated international ambient sound and audio on a separate track; Graphics Package means any graphics (including statistical information and commercial identifications) inserted into the Feed by or behalf of Licensee or (as the case may be) Licensor. Intellectual Property means all copyright and other intellectual property rights howsoever arising and in whatever media used or reproduced (whether such media is now known or hereafter devised), whether or not such rights are registered or capable of registration, including copyright, trade marks, service marks, trade names, registered designs, domain names and any applications for the protection or registration of such rights and all renewals and extensions thereof throughoul the world. ITT means this Invitation to Tender document together with all Schedules lvhich form part of it. Licensee means the successful Bidder which is awarded the grant of the Theatrical Rights. Live Feed lnsertions means the insertion of statistics. features and non+ommercial identifications (including scrolls, pop ups and other forms of promotional and informative insertion) in the live Feed by or on behalf of Licensor. Matches means the 59 x twenty overs per side cricket matche$ forming part of and comprising the IPL Season 2009, including any opening and closing ceremonies. Official Sponsors means any person to which IPL grants any marketing or other association rights in relation to any Match or the lPL, including without limitation the umpire sponsor and official suppliers of the League appointed by IPL at anytime, but excluding the Title Soonsor. peBon m6ans any company, firm, partnership, unincorporat€d association and any other entity of any kind whatsoever. Season shall mean the period of time in 2009 during which the League shall take place. Theatrical Rights Agreement means the written agreement to be entered into between IPL and the successful Bidders in the form supplied to recipients of this ITT (including the form of any agreements or oth6r docum€nts attached or to be attached th€reto and as the same may be amended by IPL). Title Sponsor means the title sponsor of the lPL, namely DLF or any replacement thereof. Venue means, in respect of a Match, the stadium, ground or place at which such Match is to be played or staged in so far as these are owned and/or controlled by lPL, always to the extent that such areas are within the control of IPL (including, but not limited to, the pitch where play takes place, the areas surrounding the pitch, the stands, passageways, walkways, staircases, lifts, bars, toilets, boxes, gantries, walls, windows, seats, boundaries, floodlights, media facilities, electronic scoreboards and replay screens, roofs, shops, car parks and other areas in and around th6 stadium grounds or places and airspace above these static or moving objects outside such stadium, ground or place; any security perimeter established by, or on behalf of, IPL and other land forming part of such stadium, ground or place); and any other areas notified in writing lo Licensee by lPL, and "Venues' shall be construed accordingly. SCHEDULE 2 (rTT) LETTER OF ELIGIBILITY [o be typed on Bidde/s Letterhead] t 1200[ Indian Premier League Cricket Centre Wankhede Stadium Marine Lines Mumbai 400020 lndia For the attention: Mr. Lalit K Modi i Mr. Sundar Raman Dear Sirs. INVITATION TO TENDER - THEATRICAL RIGHTS TENDER - SUBMISSION OF ELIGIBILITY We, [name]l, acknowledge receipt of the Invitation to Tender dated [date] ("lTT") and fully undorstand and accept the terms, conditions and procedures set out therein. In accordance with the requirements of the lTT, we hereby submit an inevocable and unconditional offer to acquire an exclusive Licence to commercially exploit the Theatrical Rights included in the Licence Bid Form submitted with said offer (the "Bid"). We confirm that: . We accept the terms, conditions and requirements without any reservations or amendments contained in the ITT; . As part of this Bid we have enclosed a signed Theatrical Rights Agreement, which is unaltered from the form provided by the IPL (save for the inclusion of our name, address and the Licence Fee) and we hereby inevocably and unconditionally accept the terms and conditions set out in each such Theatrical Rights Agreement and agree to be bound by the same. . No element of this Bid is cDnditional upon any event, fact or circumstance other than the acceptance by IPL of the offer contained in this Bid. Capitalised expressions used in this Bid shall have the same meaning ascribed to them in the ITT unless othenivise expressly defined in this Bid. ' Please provide the full name ofthe Bidder. In case ofa Consonium Bid, provide full name ofeach member of the consortium. 1. INFORMATION RELATING TO BID EVALUATION Please find enclosed with this Bid full details and supporting documents (where applicable) in respect of the following: 1.1 Corporate Structure of the Bidder 2 (a) Incorporation Date, Registered Office and Registered Number of the Bidder; (b) Details of all shareholders in the Bidderi (c) lf th€ Bidder forms part of a group of companies, an organisation chart of such group including details of those persons who are the ultimate controllerc of the Bidder: (d) Details of the Directors and senior management who will be responsible for the Licensee's activities; (e) Certified true copies of all constitutional documents relating to the Bidder including certificate of incorporation, memorandum and articles of association (or other equivalent constitutional documents) or partnership deed. 1.2 Details of Performance Deposit We have submitted to IPL the requisite Performance Deposit as per Section 7.1 of the lTT, the details of which are Drovided below: Name of Bank: Number and Date of the Bank Draft Amount: 1.3 Terms of Consortium Anang6m6nts, if applicable Where the Bid is submitt'ed by a Consortium the relovant terms of the Consortium arrangement must be provided herein. 2. CONFIDENTIALIW 2.1 "Confidential lnformation" means all information in whatever form (including, without limitation, written, oral, visual or electronic) relating directly or indirectly to the content of the discussions between IPL and the Bidder relating to this Bid and/or the fact that the parties are discussing this Bid and the status of those discussions and/or the existence, nature and terms of this Bid, or any subsequent discussions, agreements or anangement r€lating ther€to, and all information (whether of a technical nature or otherwise) relating to the business or affairs of IPL and BCCI (andior its/their commercial partners, or associated or subsidiary entities) as may be communicated to us during the tender process and any subsequent discussions which take place between IPL and us. 2.2 We agree to keep confidential, and shall not disclose to any person (including, without limitation, the press and media), any and all Confidential Information which has been, or may be, disclosed to us by, or on behalf of, IPL or BCCI except insofar as the Confidential lntormation: (a) is required by a person employed or engaged by us in connection with the preparation of our Bid in which circumstances we shall ensure that any such 2 The information required herzunder should also be provided in relation to each member ofa consortium (if appropriate). Any Bidder who is an individual may ignore this s€ction. person complies with our obligations in relation to Confidential Informalion refened to in this lefter as if such person were a signatory to this letter; or (b) is required to be disclosed by law or by applicable regulation, or any valid order of a court of competent jurisdiction, or at the request or direction of any govemmental or regulatory authority or agency. Without prejudico to th€ foregoing and unless IPL chooses otherwise, we covenant with, and undertake to, IPL that no announcemont or statement howsoever relating to our Bid(s), or our discussions with IPL in relation thereto shall be made by us, or on our behalf, without the prior wriften approval of IPL (such approval to be given or withheld at IPL's sole discretion). Any disclosure of Confidential Information permitted under this paragraph 2 shall be in confidence, and shall only be to the extent that any oersons to whom the information is disclosed need to knolv the same for the performance of their duties. We shall procure that all such persons are aware of, and comply with, such obligations of confidentiality. 2.3 We hereby undertake to IPL and BCCI to use the Confidential lnformation solely in connection with the preparation of our Bid and not otherwise for our own benefit or the benefit of any third party. 3. GENERAL ?{ We acknowledge that we are solely responsible for all costs, expenses and liabilities incuned by us in the prepar€rtion and submission of this Bid, any responses to requests for further information by or on bohalf of IPL and any discussions with IPL and/or its associates following receipt by IPL of this Bid (whether or not a Theatrical Rights Agreement is entered into by us). 3.2 We wanant, represent and undertake to IPL and BCCI and its/their associates that: (a) the information contained in this Bid and otherwise provided to IPL andior its associates during the tender process is, and shall be, c,omplete and accurate in all respecG and is not, and shall not be, false or misleading in any way; and (b) if, following submission of this Bid there are any changes in our circumstances lhat may affect any of the information contained in this Bid, we shall promptly notify IPL in writing setting out the relevant details in full. 4. GOVERNING LAWAND ARBITRATION 4.1 We acknowledge and agree that this Bid and the entire tender process shall be govemed by, and construed in accordance, with the laws of India. 4.2 Any disputes arising in connection with our Bid and the tender process (or any part thereof) shall be resolved in accordance with Section 13 of the lTT. For and Behaff of 3 Name Designation Date I To bc signcd by the Bidder and each Consortium Membeq ifapplicable SGHEDULE 3 (rTT) AFFIDAVIT TO BE ATTESTED/NOTARISED ON YOUR COMPANYS LETTERHEAD AFFIDAVIT l, [Name of Authorised Representative], [Designation of Authorized Representative] of [Name of Bidderl having my office at [Address] do hereby declare solemnly afiirm and state as follows: 1. I solemnly state and deolare that I am providing the true and correct details of the Bidding Company for the purpose of the Bid as required by the Invitation to Tender. I state that the contents of the Bid are true and correct to the best of my knowledge based on the original records maintained by the company. I further declare that no material information has been ooncealed. List of Annexure: Solemnly affirmed at On this _ day of SGHEDULE 4 (lTT) LICENCE BID FORM [TO BE TYPED UP ON THE BIDDER'S LETTERHEADI Indian Pr€mier League Cricket Centre Wankhede Stadium Mumbai 400 20 lndia Dear Sirs, We write in connection with our Bid for the Theatrical Rights in response to the ITT dated I I. The details relating to us and our Bid for a Licence are as follows. Full Nam€ of Bidder: Address of Bidder: Tel No.: Fax No.: Email: Named Representative of Bidder: Licence Fee: The Licence Fee should be the total sum which shall be payable for the 2009 Season. The Performance Deoosit shall. if the Bidder is successful, be credited against lhe Licence Fee payable by such Bidder but the amount of the Licence Fee specified in this form should be the total amount which the Bidder is prepared to pay for the exclusive Licence to commercially exploit the Theatrical Rights. By signing and submitting this Licence Bid Form we hereby inevocably and unconditionally agree: (a) to comply by the terms set out in the ITT: (b) if we are awarded the Licence in circumstances where the Licence Fee specified in our Bid delivered to IPL has increased as a result of us submifting a re-bid then we agree immediately to take such steps as shall be necessary to confirm / endorse the amendment of the amount of the Licence Fee to reflect the above-mentioned increase and until such time as we have taken such steps we shall remain bound by the terms of the Bid as originally submitted by us; (c) where required to do so by IPL we shall procure that a parent company of sufficient financial standing as is reasonably acceptable to IPL guarantees our obligations under the Theatrical Rights Agreement. [set ouf defairs of proposed exploitation of the fights] Yours faithfully For and on behatf of lFull name of Bidderl SCHEDULE 5 Terms and conditions applicable to the exercise of the Theatrical Rights The terms and conditions aoolicable to the exercise of the Theatrical Riohts. that shall be incorporated into the Theatrical Riohts Aor€ement. shall include the followino: l. Access to Feed D IPL shall make the high definition feed (referred to in this ITT as'HD Feed') available to Licensee (from not later than 10 minutes before the start and until not earlier than 10 minutes afler the end of the relevant Match) at the Host Broadcaste/s truck or facility at or in the vicinity of the Venue, without any charge levied by or on behaff of IPL or any third party for the production of the Feed or for such access. ii) Licensee shall be responsible at its own cost for making all necessary arrangements for the onward transmission, delivery and distribution of the HD Feed, whether by satellite or other means, for reception by or on behalf of Licensee in the Territory. iiD Llc€nsee recognizes the fundamental importance of preserving the security and integrity of the signal of the HD Feeds. Accordingly, Lic€nsee hereby und€rtakes to IPL that it shall only use such methods and routing for transmission and/or relay of the HD Feed to the Territory as shall be reasonably directed by IPL or which have been approved by IPL in writing or are used by any other of IPL's licensees. IPL hereby undertakes to Licensee that it shall use all reasonable commercial endeavours to ensure that the Jates for using such methods and routing directed by IPL shall be normal market rates. 2, Virtual Advertising (i) Th6 Liconsee agroes that it will not alter or add to the content of the HD Feed whether electronically or otherwise so as to remove, change or obscure any in-Venue advertising, any Graphics Package or Live Feed Insertions incorporated into the Feed by or on behalf of the IPL in accordance with this Agreement, save and to the extent as may be required to comply with applicable Law. In respect of any transmission of Matches (in full or in part), the Licensee shall not insert any "virtual advertisements" on the field of play during any Match play save as otherwise may be required to comply with applicable Laws and advertising restrictions in th€ relovant part of the world. 3. Quality and Integrity of Transmission (D The Licensee shall ensure that all of its transmissions of Matches (in full or in part), and the transmissions of any subJicensee, shall be of a quality and standard generally to be expected of a leading premium sports content provider within the rel€vant territory. (ii) Licensee shall comply, and shall procure that all sublicensees comply, at all times with the prevailing Guidelines as may be issued by IPL from time to time during the Rights Period. (iii) Licensee shall €nsure that any Live Feed Insertions and/or Graphics Package incorporated into the Feed by or behalf of IPL are transmitted and displayed without modification save as may be required to comply with applicable Laws. License acknowledges that any and all revenue generated by such Live Feed Insertions and/or Graphics Packages incorporated into the Feed by or on behalf of IPL shall accrue solely to lPL. (iv) For the avoidance of doubt, Licensee shall be entitled to incorporate adverts and commercial graphics and messaging in breaks between overs provided in all cases such adverts or commercial messages are in accordance with the Guidelines. (v) Licensee shall be permitted to appoint, and to permit its SuFLicensees to appoint, Sponsor subject to the terms and conditions of this Agreement, and in particular, the provisions of sub-paragraph (vii) below. (vi) Licensee acknowledges and agrees that it shall not select or appoint any Sponsor (a) in relation to the primary product category of the Title Sponsor, without first offering and providing the Title Sponsor with an opportunity to purchase such Sponsorship, and shall not in any event appoint a Sponsor in relation to that product category, without giving the Title Sponsor a reasonable last opportunity to purchase such Sponsorship (being no less than five (5) days from the date that such last opportunity is notified to the Title Sponsor, unless such nolification is within ten (10) days of the first scheduled Match of the relevant season, in which case such time period as is reasonable). For th€ avoidance of doubt, if the Title Sponsor declines to purchase such Sponsorship, Licensee may appoint as Sponsor a person lvho is a Competitor of the Title Sponsor. For the avoidance of doubt the provisions of this sub-.paragraph (vii) shall not apply to sales of airtime around Licensee's transmissions of the Matches, which airtime License€ shall be entitled to sell to Competitors of the Title Sponsor and without providing Title Sponsor a first and last right to purchase such airtime; and (b) in relalion to the primary product category of a Official Sponsor, without first offering and providing such Ofiicial Sponsors with an opportunity to purchase such Sponsorship package and shall not, in any event, appoint a Sponsor in relation to that product category on terms more favourable than those offered to the Official Sponsors without first offering and providing the Official Sponsors with a reasonable opportunity to accept the same favourable terms. For the avoidance of doubt, and to give commercial effect to this clause, Licensee shall not stipulate or impose any condition or restriction on the purchase of any Sponsorship package or opportunity in or around any Match or Footage to the effect that any Title Sponsor or Official Sponsor must purchase sponsorship and/or commercial airtime and/or other promotional or advertising opportunities or inventory from Licensee (or any Sub-Licensee) in relation to any other programme or event. (vii) All copies of contracts with theatres must be sent to lPL. Failure to do so will result in cancellation of the agreement. SCHEDULE 6 INDICATIVE FIXTURE SCHEDULE SubjeIPL Governing Council Meeting Sendr [email protected] < [email protected]> Recip [email protected] . Agenda 14 Aug 2009.doc.pdf (264 KB) Dear Friends Please find attached the Agenda for the coverning council to take place on the 14th of August 2009, Detailed papers will follow by end of this coming r,reek. We look forward to seeing you in l4unbai on the 14th. If you need any help with travel arrangement.s please be in touch irith Radhika at my office. l{arm regards Lalir Modi Governing Council Meeting - Agenda 1.4th Augttst, 2009, Mumboi at 1 1:00 am at Cricket Centre L. Leave ofabsence and attendance 2. To approve : a, Minutes of last meeting - 5 Feb, 2009 in Goa, b. The Minutes 0f 22"d March 2009 emergency meeting with The franchisees prior to SA Decision. 3. LKM 4. LKM 5. sR/PK tPL 2008'r' b. To approve responses to Audit ol Ratify expenses c. To approve Audited Statement of to Franchisees for 2008 and observations thereoft : 6. 2OO9: Accounts SR/PK a, Provisional Statement of Central for 2009 b. Approval for release of funds as advance to Franchisees from Central Revenue c. Provisional Income & Expenditure for IPL 2009 along with the statement ofall expenses by vendor* d. Shordall in franchise revenues and compensation plan as a result of moving IPL to SA: Recommendations * e, Approval of Budget and Final expenditure for 2009 season f. Approval of all vendor contracts for 2009 season. 7, 2OO9: Post Match review Reports IMGr/ SR a. TV performance India - TAM report b. Television commercial infringements/ violation - TAM report The Board of Control for Cricket in lndia, Cricket C€nbe, Wankhade Sladium, 'D' Road Churchgate, Mumbai - 400020 c, Media review - IPL 2009 TV performance in India and South Africa d. Sponsorship value delivered - Repucom report 2009 IPL e. Creative Review - IPL in South Africa f. Anti Piracy Status and report c' Anti Doping Report h. Ticketing Report and Computicket report. 8. Season 2010 : Regulations LKJT,I a. Season window and Venues and approval ofSchedule b. Transfer ofplayer and new players issues c. New Straters/ Break Reccomendation and rules. d. Member Countries issues with IPL Players contracts and reccomendations for the same, e. Approval to pay advances for 2010 season. 9. New Franchisees post IPL season 2010 - LKIvI a. Approval to Auction More Teams and Tender b. Auction Dates and Time line process for the same c. Player Auction Proposal post 2010 season and Process : SR for 2o1o onwards and approval to close tjle . Associate Partners . Miss Bollywood i ""' ll.Manpower and Organisation Chart and aplf6val for the same and issues. 12. IPL work shop dates and reccomendations for the same, 13, To approve re tender of Theatrical Rights 14. To approve re tender of L & M Rights. 15, Any other item witlr the permission of the Chair. The Board of Contrd for Cicket in lndia, Cricft€t Cenke, Wankhade Stadium, 'D' Road Churchgate, Mumbai - 400020 subjeGC Minutes Send( Prasanna < [email protected] > Recip Lalit Modi . Minutes of GC Meeting on 11th August- Rev 1.doc (396 KB) Dear Lalit, I am attaching the Draft Minutes of the GC Meeting held on 11th August 2009. Regards Prasanna DRAFT tf{u|fin f" PRTffIT* Minutes of the Governing Council Meeting of Indian Premier League held on 11th August 2fi)9 at 12.00 Noon at Cricket Centre, Mumbai. The following members were present; Mr. talit Modi Chairman Mr. Niranjan Shah Vice Chairman Mr. | 5 Bindra Member Mr. Rajiv Shukla Member Mr.MAKPataudi Member Mr. Ravi Shastri Member Mr. Shashank Manohar President, BCCI Mr. N Srinlvasan Hon. Secretary, BCCI Mr, Sanjay Jagdale Hon. Jt. Secretary, BCCI Mr. M P Pandove Hon. Treasur€r, BCCI Prof. R S Shetty ln Attendancer Mr. Sundar Raman Mr. Prasanna Kannan Mr. K S Viswanathan Mr. P B Srinivasan Ms. Akhila Kaushik Mr. Deepak Sharma Mr, Naresh Goel Mr. Abhishekh Mookherjee Mr. P S Rajan Chairman welcomed the members. Leave of absence was granted to Mr. Chirayu Amin, Mr. Arun Jaitley, Mr. Farook Abdullah, and Mr. Sunil Gavaskar. 2) Minutes: al Minutes of last meetina - 5 Feb. 2009 in Goa. Members unanimously approved the members. The Board ofControl for Cricket in India, Cdcket Centre, Wankhade Stadium, 'O' Road Churchgale, Mumbai - 400020 DRAFT bl The Minutes 0f 22- March 2009 emergencv meetine with the franchisees prior to SA Decision Members unanimously approved the members. 3) Champions league T20 Update Chairman briefed about CLT2O 2009 and the opening match will be held at Bangalore on 8th October 20(D, and the finals will be held at Hyderabad on 23'o October 2009. He explained to the member that 3 teams from lPL, 2 teams from Australia, 2 teams from South Africa, 2 teams from England, 1 team each from Sri Lanka, West Indies and New Zealand are invited to play the tournament. Even if Northamptonshire, one of the teams from England, qualifies for the finals of English T20 League (qualifying tournament) it will not qualify for the Champions League because 4 of the players playing in the qualifying tournament are still playing in unauthorised tournaments. ESS who is the commercial partner for CLT20 would prefer the 4rn Indian tean to participate instead. President. Mr. Shashank Manohar members that having the 4'n team in CLT20 event is not ideal as it lowers the va requested for alternatives including having 11 teams in such a scenario. Chairman explained that as per contract not be possible to play 23 games with 11 teams. GC authorised the Chairman to take a consultation with the President and the Hon. Secretary BCCI. 4) IMG Contract and the way forward Initially a MOU was entered with the IMG partners and decided that 10% of the IPL revenue would be paid to IMG as fees. Since there was ambiguity in the definition of the gross revenue and since it was felt that 10% is high, the GC and subsequent Working Committee in August 2008, had authorised Chairman and Hon. Secretary, BCCI, to negotiate the cost with IMG and fix a fee instead of a percentage. After subsequent discussions, IMG proposed for a fee of Rs.33 Crores a year. This was approved by the Working Committee held in January 2009 and IPL GC held in February 2009. Subsequent to the decision, the Working Committee in April expressed dissatisfaction about the arrangements and wanted substantiation of IMG services in cost and went on to question the requirement of IMG services for lPL. Mr. Shashank Manohar, President, BCCI, met with IMG in London and informed them of the Working Committee decision and had asked IMG to give a revised proposal acceptable to BCCI, The Board of Conkol for Cricket in hdia, Cricket Contrc, Wankhade Stadium, 'D' Road Churchgate, Mumbai - 400020 DRAFT within end of July 2009. President also explained to the members that IMG has not given any revised proposals till date. At that point Chairman, Mr. Lalit Modi, said to the members that IMG had informed him that they are sticking to the initial proposal of l0o/o and no such proposals are considered by them. President also explained that the offer is unacceptable and that he recommended to the members that the services of IMG should no longer be used for lPL. He also stated that the MOU is not a legal contract and that there are no legal documents to substantiate IMG claim. Members unanimously approved Presidents view and decided that IMG services will not be used in future by lPL. 5) 2008 : Closure of books al To approve Audited Income & Exoenditure for lPL 2008 bl To approve responses to Audit Observations and Ratifv expenses The Members unanimously income and expenditure for 2008-09 and detailed reply was given to the audit ratified all expenses as per the Annexure ?'. cl thereof : The Members unanimously approved the aud of the central revenue to the franchise for 2008-09 and detailed reply was given to the and ratified all expenses as per the Annexure 'B'. 6) 2009 : Accounts a) Provisional StiStatement of Central Revenue for 2009 c) Provisional Income & Exoenditure for IPL 2009 along with the statement of all exoenses bv vendor e) Approval of Budeet and Final exoenditure for 2009 season Chairman briefed the members that he has had recommended that the audit has to be comoleted for the tournament income and expenditure for 2009 and the share ofthe central revenue for 2009 and the items of a & c can be differed till they are audited by the auditors and requested to approve the appointment of the auditors as per 6c. The Board of Control tor Crid€t in India, Cricket Cenhs, Wankhade Stadium, 'D' Road Churchgate, Mumbai - 400020 DRAFT Members unanimously approved the suggestion ofthe Chairman and approved the appointment of the auditors to audit the tournament in September 2009 and central share of revenue to franchise at a fee of Rs. 10 lakhs. b) Aooroval for release of funds as advance to Franchisees from Central Revenue After going through the provisional statement of revenue for 2009 and the share to franchisees, members unanimously approved release of Rs. 15 crore as further advances to all franchisees. dl Shortfall in franchise revenues and compensation plan as a result of moving IPL to 5A: Recommendations Members unanimously authorized the Chairman to discuss with the franchisee with potential losses and come back to the GC to make a final decision on this matter. fl Aooroval of all vendor contracts for 2009 season. All contracts entered were a is Annexure 'C') 712OOg : Post Match review Reports a. TV performance India -TAM report b. c. d. e. Creative Review - IPL in South Africa f. Anti Piracy Status and report g. Anti Dooins Report h. Ticketins Reoort and Computicket report. Chairman Presented papers and requested to get back if any clarifications required. 8) Season 2010: Regulations a) Season window and Venues and aooroval of Schedule Schedule for 2010 approved as per Annexure 'D' b) Transfer of olaver and new plavers issues Decision on post 2010 transfers of players and auction is differed and the members asked the Chairman to present the same at a later stage. Transfer window for 2010 will open from December The Board of Control for Cricket in India, Cricket C6ntre, Wankhade Stadium, 'D' Road Churchgate, Mumb€i . 400020 DRAFT lt[nf,lu mffiffi 15 2009 till January L5, ?OLO. The existing player transfer rules will apply for the 2010 season. Members also approved the induction of non international players playing in unauthorised league and decided that there can be 2 price points for taking players at 8 lakhs and 20 lakhs, subject to clearance from working committee of BCCI. For international players who had participated in unauthorised league, a separate auction will be conducted post transfer window. The regulations will be discussed with the team owners and franchisee management. lt was also decided that if the player is selected for his home team, he has to compulsorily play the domestic tournament. c) New Strategv Break Recommendations and rules. Chairman proposed that instead of present strategic break, which is a mandatory break at the end of the 10tn over for 71/2 minutes, will be taken as follows: r 2 % minutes of STO between the 5th and the 10th over at the option ofthe bowling captian. o 2 % minutes of STO between the 11th and the 16th over at the option of the batsman. Both the STOs will be mandatory and for the matches which are curtailed, similar rule will be - applicable. :,,:r:.:,,,:,:,:rflisr'i':'' Members unanimously approved the d) It was decided that the Dractice of NOC for players be continued and all players including the retired as well as the ones not in ire to produce NOC from the home boards for a period of 2 years post their reti in contract. e) Approval to pav advances for 2010 season Decision on this matter is deferred. 9) New Franchisees post IPL season 2010 al Aooroval to Auction More Teams and Tender Members approved for tendering for 2 more new franchisees post 2010 and members requested Chairman to present a position paper at the ITT before the franchisees can be tendered. b) Auction Dates and Time line orocess for the same Decision on this matter is deferred. The Board of Codrd for Cdcket in Indla, Cricket Centre, Wankhade Stadiurn, 'D' Road Chlrchgate, Mumbai - 400020 DRAFT W cl Plaver Auction Prooosal oost 2010 season and Process Decision on this matter is deferred. 10) Approval of new contracts al Cltl sroup extension of sponsorship Members approved extension of citigroup sponsorship from 2009 till 2011 bl Status and availabilitv of New soonsorshios for 2010 onwards and aooroval to close the same for: . Orange Cap r Purple Cap r Official Partners . Associate Partners o Miss Bollywood Members also noted the availability of the and authorised the Chairman for finding new partners. lt) Manpower and Organisation Chart and for the same and issues. Members approved the organisation chart as Chairman to appoint personnel for the following positions: o Director Tournament Operations . Director Legal . Director Broadcast Services & Archives I Director Marketing and research . 2 Accounts Executives r Project Manager . Venue Managers 12) lP[ work shop dates and recommendations for the same Chairman briefed members that he is proposing to organise the franchisee owners to review IPL 2009 season before the next month in Mumbai. Chairman proposed that the annual workshop should be held in the last week of October outside India for 3 - 4 davs. Members authorised Chairman to fix dates for the meeting. The Board of Contml icr Cricket in hdia, Cficket Cenbe, Wankhade Siadium, 'D' Road Churchgate, Mumbai - 400020 DRAFT mnnil PRTil$N 13) To approve re tender of Theatrical Rights Hon. Secretary pointed out that the income tax department has a view that IPL is totally commercial and that by tendering out we will be pushing our luck in getting exemption with the income tax department. He also pointed out that for 4 - 5 million dollars a year, the Board should not take such a risk. The Chairman promised the members that he will take a 2nd opinion on this matter before the ITT is released. Members unanimously approved of this. 14) To approve re tender of L & M Rights Members approved the proposalto retender licensing and merchandising rights. 15) Any other item with the permission of the Chair a) Members unanimously approved the engagement to service with TAM media and authorised Chairman to finalise the terms of the agreement. b) Members approved the engagement sponsorship of study and authorised Chairman to finalise the terms of the c) Chairman explained to the members that 10.4 of the franchisee agreement, 5% of the sale proceed has to be paid to IPL for any listing of shares in any franchisee company / franchisee holding company, save where the / franchisee holding company is already listed / a public limited company at the the agreement. Chairman explained that the principle behind clause was to charge revision of the valuation of the franchisee and not on the total sale proceeds. For of transfer of sale price - it has to be on profit on valuation (market valuation of sale at which the shares were bought). The 5% has to be calculated on the net adjusted and not on the gross value of transfer. Members approved to the calculation ofsale proceeds and requested the Chairman to change the agreements with the franchisees to reflect the positions. With no other subject, the meeting ended with thanks to the Chair. Chairman The Board of Control for Cricket in India, Cfick€t C€|ltrs, Wankhade Shdium, 'D' Road Churchgate, Mumbai - 4000?0 subiect agenda papers Sender Sundar Dear Lalit, I refer to the final agenda of GC and the status of papers a8ainst each of them and the current delivery timelines we are working to... Item 4 : IMG Contract - I will send the Orisinal and revised contract and a short note on current status by tonight Item 5. 2008 : Closure ofbooks - All 3 items under this head will be ready only by the 5ft or 6h August once the auditors give their fural reports Item 6. 2009 : Accounts - All 6 items under this will reach you for approval by lunch time IST today. Item 7 : 2009 : Post Match review Reports a. TV performance India - TAM report : TAM Report is in place and will be sent to you today for approval b. Television commercial infringementd violation - TAM report : TAM Report is in place and will be sent to you today for approval c. Media review - IPL 2009 TV performance in India and SAfrica : Groupm report is in place as approved and will be attached to final report d. Sponsorship value delivered - Repucom report 2009 IPL : Revised report will be attached with comparison to ICC. To be sent to LKM for approval today e. Creative Review - IPL in South Africa : Ireland- davenport report attached f. Anti Piracy Status and report : 200 page repon - summary and match wise will be sent to you for approval g. Anti Doping Report : Will complete that post confirmation from IDTM on "no case to answer" on the 2 players h. Ticketing Report and Computicket report. : Report sent to you and will be attached as approved Item 8. Season 2010 : Regulations LKM a. Season window and Venues and approval of Schedule : Draft schedule with venues will be attached as per the latest one sent b. Transfer of player, new players issues and ICL Players Issues : Will write a note for approval from you and send it to you by wednesday c. New Straterry Break Reccomendation and rules. : Will send the note by tonight d. Member Countries issues with IPL Players : will send a note on FTP for 2010 season and potential issues, conflicts and reco by tomorrow e. Approval to pay advances for 2010 season. : Will send a note tonight on advance recommendation Item 9. New Franchisees post IPL season 2010 - LKM : Please advise what papers need to be prepared for this a. Approval to Auction More Teams and Tender b. Auction Dates and Time line process for the same c. Player Auction Proposal post 2010 season and Process Item 10. Approval of new contracts : Will send note and an update on current status against each of these a. Citi group extension of sponsorship b. Status and availabilty ofNew sponserships for 2010 onwards and approval to close the same for : . Orange Cap . Purple Cap . Official Partners . Associate Partners . Miss Bollywood Item I 1 . Manpower and Organisation Chart and approval for the same and issues : Org chart will be sent tonight Item 12. IPL work shop dates and recommendations for the same. : This is a discussion item Item I 3 . To approve re tender of Theatrical Rights : Tender as approved will be attached Item I 4. To approve re tender of L & M Rights. : Revising the draft, need a day Item 15. Any other item with the permission of the Chair. Rowdcube Su biect ITT Theatrical rights vercion SR 3 aug 09 Sender Sundar < [email protected] > *#ruk& Recipient [email protected] < lkm @iplt20.com > copy Akhila Kaushik < akhila. [email protected]> Date 03.08.2009 12:37 . ITT Theatrical rights version 5R 3 aug 09.doc (598 KB) Amended and sending a clean version. The major amends have been in the area of pro-rata increase in case the number of matches go up (as a result of increase in franchise - clause 4.4) and added the license fue bid table to make it easy to read the bid. Akhila ready to go?. Sunda r DLHs, INVITATION TO TENDER FOR THEATRICAL RIGHTS FOR THE INDIAN PREMIER LEAGUE SEASON 2010 onwatds IPL Theatrical rights ITT 2010 onwards CONTENTS 1. INTRODUCTION 2. INVITATION TO TENDER 3. THEATRICALOWNER'S RIGHTS/OBLIGATIONS 4. PAYMENTS 5. REQUIREMENTS FOR PREPARATION AND SUBMISSION OF BIDS 6. AMENDMENT/ADDENDUM 7. REQUIREMENTS OFTHE TENDER 8. SUBMISSION OF THE BID 9. SELECTION OF WINNING BIDS 10. GENEML 1 1. ACCEPTANCE OF TERMS AND CONDITIONS 12. CONFIDENTIALITY 13. GOVERNING LAW AND DISPUTE RESOLUTION SCHEDULE 1 - GLOSSARY OF TERMS SCHEDULE 2 - LETTER OF ELIGIBILITY SCHEDULE 3 - AFFIDAVIT SCHEDULE4-BIDFORM SCHEDULE 5 - TERMS AND CONDITIONS APPLICABLE TO THE EXPLOITATION OF THE THEATRICAL RIGHTS SCHEDULE 6 - INDICATIVE FIXTURE SCHEDULE SCHEDULE 7 - BANK GUAMNTEE FORMAT IPL Theatrical rights ITT 2010 onwards t. INTRODUCTION 1.1 The Board of Control for Cricket in India ("BCC|") is a society registered under The Tamil Nadu Societies Registration Act 1975 and has its head office at Cricket Centre, Wankhede Stadium, Mumbai 400 20, India. A separate Sub Committee unit of BCCI has been set up known as Indian Premier League ("lPL') to establish and oversee the operation of a domestic Twenty2o cricket competition in India and, if appropriate (see below), elsewhere in the world (the 'League"). This document constitutes an invitation to tender to any person who wishes to acquire exclusive Theatrical Rights in respect of all the Matches of the League to be held in 2010 onwards. In this document: 'Theatrical Rights" shall mean the right to transmit in full the Feed of the Matches in the League to be held in 2010 onwards on a live basis only for exhibition to an audience in a movie theatre or cinema only. 'Licence" shall mean the exclusive, non-transferable right and licence to commercially exercise the Theatrical Rights and "Licensee" shall mean the Derson who has been awarded the exclusive Theatrical Rights as a result of having made a successful Bid. t.z The Licensee shall have the exclusive rights to commercially exploit the Theatrical Rights (as defined above) in respect of all the Matches of the League to be held in 2010 onwards. An example of how the League's Matches may be co-ordinated is set out in Schedule 6 (although this League Match schedule is indicalive only and is not final). 1.3 The Season will, in respect of the League, last approximately six - I weeks each year during March, April and May of 2010 onwards or as decided by IPL from time to time. For the avoidance of doubt the Theatrical Rights do not include any rights to the cricket tournament currently known as the Champions League Twenty2o (or any replacement thereof). 1.4 The words and expressions defined in Schedule 1 shall have the meaning set out in this ITT unless the context requires otherwise. IPL Theatrical rights ITT 2010 onwatds 2. INV]TATION TO TENDER 2.1. lnvitation IPL hereby invites tenders from reputed third parties to acquire the Licence for the Theatrical Rights in the manner described in this lTT. 2.2. Bid Objectives As part of the Bid, the Bidders must demonstrate to IPL in detail in writing how they will be able to maximise the exploitation of the Theatrical Rights. 2.3. Eligibility to Bid For the purpose of this lTT, any entities anyrhere in the world (which expression includes, as regards corporate entities, the Bidder and/or its parent or subsidiary company), which satisfy the following requirements as at the date of this ITT (or such other specific date as is specified in this ITT in relation to any individual criteria) are eligible to participate in this tender process and to submit Bids: a) Bidder shall have access to a minimum of 500 theatres/ screens in India installed with equipment capable of receiving and exhibiting the HD Feed as defined in clause ('1) (i) Schedule 5 HD hereinafter shall mean to be signals with a minimum resolution ol 720p. b) Bidder shall have a minimum networth of INR 10 Crores c) Bidder shall have, themselves or through a tie up, technological feasibility to effectively execute he rights to be granted under this lTT. d) Bidder shall ensure that the signal feed of the matches is relayed in encrypted format to prevent unauthorized access to the feed. Any unauthorized feed will result in cancellation of the contract and forfeiture of the advance or deposit and be further liable for the full value of the contract, including encashment of the bank guarantee. 2.3.2 Fit and proper person Each Bidder must be a fit and proper person and IPL reserves the right to reject any Bid from any Bidder which IPL does not believe satisfies this criteria. (a) Consortia, joint ventures (whether incorporated or unincorporated) or joint bidders (each a "Consortium') may submit a Bid ("Consortium Bid(s)"), provided that: i) the members of the Consortium collectively satisfy the criteria for Bidders set out in this lfi and the Eligibility Letter; ii) each member of the Consortium is jointly and severally liable for the acts of each other member in relation to its Consortium Bid(s); and iii) the Consortium fully describes the relevant terms of its Consortium arrangement in its Consortium Bid. (b) Each member of any Consortium may also submit a separate Bid on its olvn behalf. For the avoidance of doubt, IPL reserves the right, if it determines it appropriate in IPL Theatrical rights ITT 2010 onwards the circumstances, to enter into direct arrangements with individual members of any Consortium. (c) lf a Bidder has entered into an agreement for a joint venture (whether incorporated or yet to be incorporated), which shall be the Licensee or otherwise be entitled to all or part of the Theatrical Rights whether as a licensee, marketing agency or in any other capacity, the Bidder is required to disclose in the Bid all material details of the joint venture agreement. Guarantees Depending upon the financial standing of any Bidder, IPL reserves the right (at its sole and absolute discretion) for a parent company or other such company of satisfactory financial standing to guarantee the obligations of the Licensee pursuant to the Theatrical Rights Agreement (as defined below). In the case of a Consortium Bid, each member of the Consortium will be obliged to guarantee the obligations of the Licensee in the Theatrical Rights Agreement. The failure to supply such a guarantee will entitle IPL (in its sole and absolute discretion) to terminate the Licence/ Theatrical Right6 Agreement. Bid Rsjection Any Bid submitted by an entity which fails to satisfy the eligibility requirements set out in this ITT may be accepted or rejected by IPL in its absolute discretion. IPL shall not advise a Bidder whether it is qualified or not. The Bidder must submit its Bid in accordance with the process specified in this ITT and enable IPL to then evaluate its Bid. Potential bidders should also be aware that any Bid submitted by any person that is currently in default of any contractual obligation or undertaking orved to the BGCI (including, without limitation, any payment obligation) or which is otherwise connec'ted with any person (including by way of being a subsidiary undertaking or a parent company or part of a group of companies under common ornership and/or control) that is currently in default of any contractual obligation or undertaking owed to th€ BCCI (including, without limitation, any payment obligation) may be rejected by IPL in its absolute discrEtion notwithstanding that such person otherwise fulfils the eligibility criteria set out in this lTT. IPL Theatrical rights ITT 2010 onwards 3. LICENSEE RIGHTS/ OBLIGATIONS 3.1 Overview This ITT constitutes an invitation to persons to tender for the right and obligation to commercially exploit the Theatrical Rights. Such Theatrical Rights shall be subject to the terms and conditions as contained in a Theatrical Rights Agreement to be entered into by IPL and the Licensee whose Bid is accepted by lPL. The Licensee will have the right to receive certain revenues relating to his exploitation of the Theatrical Rights as detailed below. 3.2 The Licence The Licensee will have the exclusive right and obligation to exploit the Theatrical Rights relating to the League. The Licensee shall, subject to the ongoing requirement to comply with the Theatrical Rights Agreement at all times, be entitled to exploit the Licence at for the development of local commercial arrangements with sponsors and suppliers (as summarised in Section 3.3 (b) below) although the attention of Bidders is drawn to the fact that all rights which are not expressly granted to the Licensee under the Theatrical Rights Agreement shall not be available to the Licensee. 3.3 Theatrical Rights 3.3.1 The Theatrical Rights shall compromise: the right to transmit in full the HD Feed as detailed in clause (1) (i) of Schedule 5, of the Matches in the League to be held in 2010 onwards on a live basis only for exhibition to an audience in a movie theatre or cinema only, including drive-in theatres. In case of a match taking place in a particular city, example a match in Jaipur, then that match shall not be made available in Jaipur for exhibition thru the Movie theatre or Cinema. Any violation of this will constitute a material breach. Please factor this for all the Matches in your calculations. 3.3.2 In the event of any dispute as to whether premises are a movie theatre or cinema, IPL's decision (in its sole and absolute discretion) shall be final. 3.3.3 Licensee shall not make use of unla\,vful signals for the purpose of exhibition of Matches in the theatres. UnlaMul signal shall mean and include unauthorized signals received fmm any source, including broadcast signal which is intended for general television viewing on official broadcaster network. 3.3.3 The Theatrical Rights do not include the right to transmit the HD Feed of Matches on a delayed basis, it being acknowledged that the HD Feed of the full Matches shall not be exhibited on a delayed basis in cinemas until after the conclusion of the final Match of the 2010 onwards IPL season. 3.3.4 The Licensee shall not have the right to edit, manipulate, alter, dub, subtitle or repackage the HD Feed except to conform local censorship regulations 3.4 Term 3.4.1 The Theatrical Rights to be exploited by the Licensee pursuant to this ITT are only for the Matches From 2010 to 201 7 Seasons of the League (the "Term"). IPL Theatrical rights ITT 2010 onwards 3.5 Exclusivity The Theatrical Rights shall be granted exclusively to the Licensee worldwide. 3.6 Theatrical Rights Agreement 3.6.1 The form of a Theatrical Rights Agreement, which shall be sent to the recipients of this ITT in due course, and in any event prior to the deadline for submission of Bids, sets out further details in relation to the operation of the Licence including the Licensee's obligations in respect thereof. The Bidder shall be required to submit the form of Theatrical Rights Agreement with its Bid signed and unaltered in any way, save for the inclusion of its name, address and the Licence Fee. Any other alterations to the form of Theatrical Rights Agreement as issued by IPL shall entitle lPL, in its discretion, to disqualify the Bidde/s Bid. 3.6.2 Without limitation, the terms and conditions set out in Schedule 5 hereto shall apply to the Licence of the Theatrical Rights and shall be set out in the Theatrical Rights Agreement. 4. LICENSEE PAYMENTS 4.1 The Bidder must state in its Bid the monetary fee that it offers to pay to IPL in consideration for the Theatrical Rights (the "Licence Fee"): 4.2 The Licence Fee shall be stated in US Dollars, unless otherwise notified by lPL. The Licence Fee shall be paid in US dollars unless the Licensee is an Indian entity in which case (and as required by law) such sums shall be paid in Indian Rupees (converted at the TT selling exchange rate published by The State Bank of ndia at the time payment is required to be made). All such sums shall be paid together with any service tax which may be chargeable thereon and without any set-offs, deductions, withholdings, taxes or bank charges (including without limitation, withholding taxes)of any kind. To the extent the Bidder is required by law to deduct or withhold any taxes on amounts payable to the lPL, when making such payments the Bidder shall simultaneously pay to the IPL such additional amount as is necessary to ensure that the net amount received by the IPL (free to any liability in respect of such deduction or withholding) is equal to the full amount that the Bidder would have received had no such deduction or withholding been required. 4.3 Any failure by a Licensee to pay any of the above-mentioned sums on the due date for payment will be a material breach of and entitle IPL to terminate the Theatrical Rights Agreement immediately 4,4 Additional Franchises and Rights Fee Adjustments Licensee acknowledges and agrees that Licensor shall be entitled to amend the format of the League from to time in its absolute discretion. 4.4.1 Licensee acknowledges and agrees that the number of Franchises may be increased from an initial eight, as at the date of this Agreement, to accommodate additional Franchises during the Rights Period. With the addition of each new Franchise, the aggregate total number of Matches in each Season will increase and Licensee has agreed with Licensor to pay additional amounts by way of an incremental increase in the total amount of the License Fee to reflect the increased number of Matches with the addition of each new Franchise. Accordingly, the table below sets out, by way of illustration only, the incremental increase in Matches (Column B) with the addition of IPL Theatrical rights ITT 2010 onwards each new Franchise (Column A) and the incremental increase in Lic€nse Fee (Column C) that Licensee has agreed to pay to Licensor for such additional Matches resulting from the addition of the first two new Franchisees: Additional lncremental Incremental increase in Franchises increase in number License Fee for each (column A) of Matches (column Season for the remainder B) of the Rights Period (column C) 9'Franchise 16 oro rata tncrease 10" Franchise 't8 oro rata increase 4.4.2 The increase in the License Fee above shall be calculated as follows: Original Licese Fee for the rclevant Season + (DIVIDED by) 59 (being the original number of Matches) x (MULTIPLIED BY) the number of additional Matches above 59 = the incremental increase in License Fee for that Season 4.4.3 Any incremental increase in License Fee shall be paid by Licensee to Licensor 30 days before the start of the first Match of each Season to which the incremental increase in License Fee applies unless otherwise agreed in writing by Licensor. For the avoidance of doubt, the Bank Guarantees to be provided shall be in the amount of such increased License Fee. 4.4.4 Licensee further acknowledges that the number of Franchises may be reduced from the initial eight as at the date of this Agreement. With any reduction in the number Franchises, the aggregate total number of Matches in each Season will decrease and Licensee has agreed with Licensor that the total amount of the License Fee shall in those circumstances be reduced to reflect the reduced number of Matches with the decrease in the number of Franchises. The formula to be used to calculate the amount of such reduction in the License Fee shall exactly mirror the formula to calculate any increase in the License Fee. IPL Theatrical rights ITT 2010 onwards 5. REQUIREMENTS FOR PREPARATION AND SUBMISSION OF BIDS q1 Further lnformation Bidders shall remain responsible for obtaining all further information necessary or expedient for the purpose of submitting their respective Bids, and will be deemed to have done so before submitting any Bid. Information may be sought up to 30 Sep 2009 and thereafter any further queries will be responded to at IPL's sole discretion. No irrelevant query will be entertained and the decisions of IPL in this regard shall be final. No Bidder shall, in the process of seeking clarifications, enter into any contractual negotiations. Further, no Bidder shall, in the process of seeking clarifications, submit a request for information relating to any internal processes followed by lPL. Requests from Bidders for clarification and/or further information relating to this ITT must be addressed to IPL and marked for the attention of Mr. Sundar F€man and received by IPL by way of electronic mail (e-mail) sent to [email protected] with a copy to [email protected]. Save as specified herein, Bids and other supporting papers that may be furnished shall and will become the property of IPL upon their delivery and IPL will not be obliged to return them. However all information and documents that are furnished to IPL will be treated as strictly confidential and shall not, unless required in accordance with law, be disclosed to any other party. 5.2 No Conditionali$r Bidders shall not make any of their Bids subject to any form of conditionality or limitation including, without limitation, the identity of, or particular anangements being put in place with, any other third party. Any such conditional Bids may summarily disqualified by the IPL in its discretion. Bid Costs Each Bidder is solely responsible for all costs, expenses and liabilities incurred by it in the preparation and submission of its Bid(s) and any responses to requests for further information by lPL. 6. AMENDMENT/ADDENDUM 6.'l The information set out in this ITT is in summary form and does not purport to contain complete descriptions of the terms of the Theatrical Rights or the terms and conditions affecting the exercise of the same, all of which may be subject to change and amended by IPL in its discretion. This ITT does not contain any representation upon which any Bidder is entitled to rely at any point in time in order to bring any claim, action or proceedings against BCCI, IPL or any other third party (whether for misrepresentation or othen/lrise). At any time prior to the last date for submission of the Bids, IPL may, either for any supervening factors and/or events or in response to a bona fide request for further information (including clarification) by a Bidder, modify, add, withdraw or alter the IPL Theatrical rights ITT 2010 onwards terms of the invitation and/ or the conditions of this ITT by issuing an Addendum(s) or otherwise, without any obligation to provide reasons. The amendment(s/addendum(s), if any, will be notified in writing to the Bidders at least 24 hours orior to the last date for the submission of Bids. Such addendum(s)/amendment(s) will form part of this ITT and will be binding. 7. REQUIREMENTS OF THE TENDER 7.1 PerformancE Deposit (a) Each Bidder must at least 48 hours before the submission of any Bid pay to IPL a single performance deposit (the "Performance Deposit") in the amount of US$ 2.0 Million dollars (payable in Indian Rupees using an exchange rate of 'l US $ to lNR50). The Performance Deposit shall be deposited by way of a bankers draft issued by a bank of intemational repute drawn in favour of Indian Premier League. (b) IPL hereby irrevocably states that it shall retum the Performance Deposit to unsuccessful Bidders within 5 business days of the unconditional award of the Licence. (c) For the successful Bidder the Performance Deposit shall, upon the award of the Licence, will be returned to the successful bidder when he replaces the same with a rolling Bank Guarantee to cover the amount for that year as per Schedule 7. The Bank Guarantee must be issued within 10 days of signing the long form agreement. Each Year the following Years guarantee must be in place by January 31st. (d) Any Bidder which fails to comply with the above-mentioned requirement to pay the Performance Deposit may be disqualified from bidding by IPL in its absolute discretion. 7.2 Tender Documents Each Bidder shall at the time of submission of the Bid submit the following documents: (a) an Eligibility Letter together with any supporting documents required to be provided as per Schedule 2 of this ITT; (b) an Affidavit which is to be attested/notarized on Rs.l00 stiamp paper as per Schedule 3 of this ITT: (c) a duly completed Licence Bid Form (in the form s6t out at Schedule 4) which should include full details of the Bidder's proposed exploitation of the Theatrical Rights; (d) a Theatrical Rights Agreement signed by a duly authorised representative of the Bidder included in the Bidde/s Licence Bid Form. In such Theatrical Rights Agreement, the Bidders shall complete the following details: i) the full name and address of the Bidder at the start of such agreement; ii) the total amount of the Licence Fee included as part of the relevant Bid; and IPL Theatrical rights ITT 2010 onwards (e) evidence satisfactory to IPL that the Bid has been signed by a duly authorised representative of the Bidder. I SUBMISSION OF THE BID 8.1. Only the persons who comply with the eligibility requiremenb set out in Section 2 above are entitled to participate in this tender process and to submit a Bid. Any Bid submitted by any person who is not eligible as per the requirements of the above- mentioned eligibility section may be rejected by IPL in its absolute discretion. The Bidders shall deliver to IPL the original of the Tender Documents (set out in clause 7.2 above duly filled in and signed and sealed along with all supporting documents and papers with three exact and legible copies thereof and documents evidencing payment of the Performance Deposit as provided in Section 7 above. The Tender Documents in sealed covers, as above, shall be delivered by hand in person by an authorised representative of the Bidder to IPL by 12 noon on 6h of OctobEr, 2009 at The Cricket Centre, Wankhede Stadium, Mumbai 400 20. Please note that Bids sent by email or fax will not be accepted. No tender in torn condition or in unsealed covers will be accepted. All documents must be delivered at the same time and no further documents will be accepted past the above-mentioned time and date unless otherwise decided by IPL (in its discretion) in the case of exceptional circumstances. The Eligibility Letter and Affidavit should be enclosed in one envelope cleady labelled "Envelope A - Eligibility Letter and Affidavit". The Licence Bid Form, the Theatrical Rights Agreement and the supporting documents refened to in paragraph (e) above should be enclosed in a separate envelope clearly labelled "Envelope I -Licence Bid Form together with supporting documents)". 8.3. The outer envelope containing the Tender Documents must be sealed and marked as follows: Invitation to Tender - Indian Premier League Theatrical Rights Attn of: Mr. Lalit Modi Chairman and Commissioner. lPL. There should be nothing on the outside of the envelope containing the Tender Documents which identifies or indicates the identity of the Bidder. 9. SELECT]ON OF WINNING BIDS 9.1 Each Bidder must, as part of its Bid, specify the following information by the completion of a document in the form set out in Schedule 4 (the "Licence Bid Form"): (a) the Licence Fee that it is offering to pay for the exclusive Theatrical Rights in respect of all the Matches of the League for the 2010 onwards Season Year wise. The attention of Bidders is drawn to the fact that the proposed Licence Fee included in the Bid shall be a minimum of US$ 2,0 Million (Two Million US dollars) Per Year and any Bid which includes a Licence Fee lower than said sum will be summarily rejected; (b) full details of its plans and proposals for the commercial exploitation of the Theatrical Rights. IPL Theatrical rights ITT 2010 onwards s.2 IPL strongly recommends that an authorised signatory from each Bidder shall be available in Bangalore on I'n October, 2009 at 10 am to provide any clarifications as may be necessary arising from their Bid, such clarifications to include possible re-Bids as contemplated below. lf any Bidder is unable to ensure that such an authorised representative is so available then it should inform IPL in a timely fashion of contact details for a person who will be authorised to submit re-Bids in the event of tied Bids (see Section 9.3 below). The failure of a Bidder to be so available will result in such Bidder failing to be able to submit such a re-Bid and in such circumstances such Bidder will be liable to be rejected. 9.3 An exclusive Licence for the commercial exploitation of the Theatrical Rights in respect of all the Matches of the League to be held in Season 2010 - 2017 will be awarded by the IPL in its sole and absolute discretion. For the avoidance of doubt, the IPL is not obliged to accept the highest monetary offer. 9.4 In the event of the Licence Fee included in a successful Bid being increased as a result of a re-bid then the relevant Bidder will immediately be required to endorse an amendment to the relevant signed Theatrical Rights Agreement to reflect such increased Licence Fee. Failure to comply with this requirement may (in IPL's discretion) result in the LicsncE b€ing awarded to another Bidder and the Performance Deposit of the first-mentioned Badder being forfeit. o5 The successful Bidder who is awarded the Licence must pay the Licence Fee for each year will be as follows : r 30 days Prior to the Tournament each Year - 50% of the bid amount for the Year. o g0 days Post Last day of the tournament of each Year - Balance 50% of the bid amount for that year. S.6 By submitting a Bid, each Bidder irrevocably agrees to the above-mentioned process for the selection of winning Bids for a Licence. 9.7 The Bids will be open and awarded in Bangalore on the I'of Oct 2009. 10. GENERAL 10.1 No warranty or representiation (express or implied) as to the reliability, completeness or accuracy of the information in this document or any other information at any time made available to the Bidder is given by IPL or any other person. Accordingly, each Bidder and recipient of this ITT shall be responsible for verifying the accuracy of all information contained in this ITT and for making all necessary enquiries prior to the submission of its Bid. Neither IPL nor BCCI nor any of its/their associates, agents, employees or representatives will be liable for any claims, loss or damages suffered by any Bidder, prospective Bidder or other recipient of this ITT as a result of reliance on any informalion contained in either document or otherwise. 1O.2 In furnishing this invitation, IPL does not undertake or agree to or acknowledge any obligation to provide to the Bidder any additional information or any roving queries or to update this ITT or to correct any inaccuracies in it which may become apparent. 10.3 Neither the issue of this ITT nor any part of its content is to be taken as any form of commitment or acknowledgment on the part of IPL to proceed with any Bid or any Bidder and IPL reserves the unfettered right to annul, terminate or reject any Tender or IPL Theatical rights ITT 2010 onwards to vary or terminate the tendering procedure at any time or stage without giving any reasons. 10.4 IPL reserves the unfettered right and absolute discretion at any time and without any liability whatsoever to any Bidder: (i) to cancel the entire tendering process at any stage prior to the execution by BCCUIPL of a binding Theatrical Rights Agreement without giving any reasons; or (ii) to amend, vary, waive and/or modify any or all of the terms and conditions of this ITT (including the Theatrical Rights Agreement) without any reason or prior notice whatsoever being provided to any Bidder. 10.5 IPL shall not, in any circumstiances whatsoever be responsible or liable in any manner or mode by whatever name called or described for any costs, losses or expenses of any kind whatsoever incurred or suffered in connection with or as a consequence of the preparation or delivery of any Bid, or compliance with any of the requirements of the this ITT by any Bidder. 10.6 Any concealment of material fact by or on behalf of any Bidder shall lead to disqualification of the Bidder. 1O.7 The grant of any Licence shall be conditional upon the Bidder entering into a binding Theatrical Rights Agreement (together with any agreements to be entered into by the Licensee as contemplated by the Theatrical Rights Agreement) and not otherwise. 10.8 No Bidder (or any person in any way connected with or acting on behalf of a Bidder) shall take any action which is intended or likely to influence the award of the Licence and any such action shall result in the immediate disqualification of the relevant Bid. 11. ACCEPTANCE OF TERMS AND CONDITIONS 11.1 Each Bidder irerocably and unconditionally accepts and agrees that by submitting a Bid: (a) it agrees to be bound by the terms, conditions and obligations set out in this ITT and in the Theatrical Rights Agreement when executed; (b) it has read and understood, and agrees and accepts, the provisions and procedures, and terms and conditions (including the outcome) of this ITT; and (c) waives its entitlement to seek injunctive or equitable relief in respect of this lTT, this tender process and the subject matter of this ITT 12. CONFIDENTIALITY '12.1 All information of whatever nature and in whatever format contained within any Bid and/or any response or clarification (whether oral or written) provided by IPL to any Bidder during the bidding process, (the Confidential Information) is and shall be kept strictly confidential by the Bidder. IPL Theatrical rights ITT 2010 onwards 12.2 Accordingly, in consideration of IPL allowing that Bidder to participate in the bidding process for a Licence, each Bidder accepts that, by submitting any Bid(s), it is agreeing: (a) to keep all Confidenlial Information private and conlidential and to use any and all Confidential Information solely in order to consider and/or to make a Bid, in order to seek to obtain a Licence and in order to take part in discussions with IPL as part of the bidding process; and (b) not to disclose, distribute or reveal any Confidential Information to any person other than to those persons who are required to receive and consider the same for the purpose of formulating the relevant Bid(s) andior their professional advisers under conditions of confidentiality. 12.3 Confidential Information shall have the meaning ascribed to it in Paragraph 2 of the Eligibility Letter. 13, GOVERNING LAW AND DISPUTE RESOLUTION 13.1 This ITT shall be governed by, and construed in accordance with Indian law. 13.2 lf any dispute arises under this document which cannot otherwise be amicably resolved between the parties, such dispute shall be submitted to arbitration and conclusively resolved by a single arbitrator appointed by mutual consent. lf the parties are unable to agree upon the identity of the arbitrator then he shall be appointed by The President of the Mumbai Bar Association. Both parties shall share equally the costs, fees and other expenses of the single arbitrator appointed by them in accordance with The Arbitration and Conciliation Act, 1996, or any statutory modification or re-enactment then in effect. 13.3 The venue for arbitration shall be Mumbai and the arbitration shall be conducted in the English language. 13.4 The decision of the arbitrator shall be in writing, and shall be final and binding upon the parties. Each party shall bear its own lawyers'fees and charges and shall pay one half of the costs and expenses of such arbitration, subject always to the final award of the arbilrator as to costs. 13.5 Each of the parties hereby acknowledges and agrees that its failure to participate in arbitration proceedings in any respect, or, to comply with any request, order or direction of the arbitrator, shall not preclude the arbitrator pmceeding with such arbitration and/or making a valid final award. 13.6 BCCI andior IPL (but not any Bidder) shall have the right to bring an action seeking injunctive or other equitable relief before the Courts of Mumbai if it reasonably believes that damages may not an adequate remedy for any breach by any Bidder of the terms of this lTT. IPL Theatrical rights ITT 2010 onwards SCHEDULE 1 (rTT) GLOSSARY OF TERMS The following terms shall have the meanings ascribed to them in this lTT. Words and expressions which are defined within this ITT shall have such meaning when used in this lTT. BCCI means The Board of Control for Cricket in lndia. Bid means a written offer to acquire an exclusive Licence to commercially exploit the Theatrical Rights during the Term, and which is submitted to IPL subject to, and in accordance with, the terms and conditions of this lTT. Bidder means any person who submits a Bid or Bids to IPL in response to this lTT. Bid Process means the procedure described in Section 8. Brand Guidelines means those regulations, restrictions and limitations issued from time to time by, or on behalf of, IPL relating to the use and reproduction of the official titles, trade marks and logos of the lPL, any Match, any IPL team, and such other persons as may be specified by lPL. Broadcaster Guidelines means those regulations, restrictions and limitations issued from time to time by, or on behalf of, IPL relating to production, distribution and transmission of any Match (in full or in part) (including the imposition of any on-screen graphics, adverts or commercial or sponsored features) and/or the marketing, promotion or advertising of any Match, Player Auction to the edent only that such regulations, restrictions and limitations do not conflict with the terms of this Agreement or adversely affect the vralue of the rights granted to Licensee hereunder, or the ability of Licensee to fully exploit such rights to any material extent and/or the use of any imagery, representation or likeness of any player, manager, coach or official of any Team. Broadcast Sponsorship Opportunities means any sponsorship, promotional or other opportunities available to any person to associate itself (including by way of any verbal, tedual or graphic form) (directly or indirectly) with any transmission, delivery or exhibition of any Match (or any part thereof, and including any trailers or promos in respect of same) or made or provided pursuant to this Agreement, including any on-screen identification (including any visual, verbal or musical identification), billboards, breakbumpers, on-air messages such as squeezebacks, tickers, split screens, pop-ups or otherwise and Broadcast Sponsor shall be construed accordingly. Business day means any day (excluding Saturdays and Sundays) on which banks in Mumbai are generally open for business. Competitor means any person whose business involves the provision of seMces or the sale, manufacture or distribution of goods which fall within the same category of goods or services as those provided, sold, manufactured or distributed by (as relevant) the Title Sponsor or Official Sponsor. Eligibility Lefter or L€tter of Eligibility means the letter to be submitted by each Bidder in the format provided in Schedule 2 of this lTT. IPL Theatrical rights ITT 2010 onwards Feed means the live and continuous moving image video signal of a standard and specification consistent with the presently accepted standard and specification of international broadcasts of international cricket matches of each Match (including any opening or closing ceremony) in either 16:9 or 4:3 aspect ratio incorporating slow motion replays, titles and any graphics selected by, or on behalf of, Licensor, with international commentary in English, and with integrated international ambient sound and audio on a separate track; Graphics Package means any graphics (including statistical information and commercial identifications) inserted into the Feed by or behalf of Licensee or (as the case may be) Licensor. Intellectual Property means all copyright and other intellectual property rights howsoever arising and in whatever media used or reproduced (whether such media is now known or hereafter devised), whether or not such rights are registered or capable of registration, including copy'ight, trade marks, service marks, trade names, registered designs, domain names and any applications for the protection or registration of such rights and all renewals and extensions thereof throughout the world. ITT means this Invitation to Tender document together with all Schedules which form part of it. Licensee means the successful Bidder which is awarded the grant of the Theatrical Rights. Live Feed Insertions means the insertion of statistics, features and non-@mmercial identifications (including scrolls, pop ups and other forms of promotional and informative insertion) in the live Feed by or on behalf of Licensor. Matches means the number of twenty overs per side cricket matches forming part of and comprising each of the IPL Season 2010 onwards, including any opening and closing ceremonies, this being a minimum of 59 in each Season starting 2010. Official Sponsors means any person to which IPL grants any marketing or other association rights in relation to any Match or the lPL, including without limitation the umpire sponsor and official suppliers of the League appointed by IPL at anytime, but excluding the Title Sponsor. person means any company, firm, partnership, unincorporated association and any other entity of any kind whatsoever. Season shall mean the period of time in each year during which the League shall take place. Theatrical Rights Agreement means the written agreement to be entered into between IPL and the successful Bidders in the form supplied to recipients of this ITT (including the form of any agreements or other documents attached or to be attached thereto and as the same may be amended by IPL). Title Sponsor means the title sponsor of the lPL, namely DLF or any replacement thereof. Venue means, in respect of a Match, the stadium, ground or place at which such Match is to be played or staged in so far as these are owned and/or controlled by lPL, always to the extent that such areas are within the control of IPL (including, but not limited to, the pitch where play tiakes place, the areas surrounding the pitch, the stands, passageways, walkways, staircases, lifts, bars, toilets, boxes, gantries, walls, windows, seats, boundaries, floodlights, media facilities, electronic scoreboards and replay screens, roofs, shops, car parks and other areas in and around the stadium grounds or places and airspace above lhese static or moving objects outside such stiadium, ground or place; any security perimeter established by, or on IPL Theatrical rights ITT 2010 onwads behalf of, IPL and other land forming part of such stadium, ground or place); and any other areas notified in writing to Licensee by lPL, and'Venues" shall be construed accordingly. IPL Theatrical rights ITT 2010 onwads SCHEDULE 2 (TT) LETTER OF ELIGIBILITY [o be typed on Bidde/s Letterheadl I 1200[ Indian Premier League Cricket Centre Wankhede Stadium Marine Lines Mumbai 400020 lndia For the attention: Mr. Lalit K Modi i Mr. Sundar Raman Dear Sirs, INVITATION TO TENDER - THEATRICAL RIGHTS TENDER - SUBMISSION OF ELIGIBILITY We, [name]l, acknowledge receipt of the Invitation to Tender dated [date] ('lTT') and fully understand and accept the terms, conditions and procedures set out therein. In accordance with the requirements of the lTT, we hereby submit an irrevocable and unconditional offer to acquire an exclusive Licence to commercially exploit the Theatrical Rights included in the Licence Bid Form submitted with said offer (the "Bid"). We confirm that: o We accept the terms, conditions and requirements without any reservations or amendments contained in the ITT; . As part of this Bid we have enclosed a signed Theatrical Rights Agreement, which is unaltered from the form provided by the IPL (save for the inclusion of our name, address and the Licence Fee) and we hereby irrevocably and unconditionally accept the terms and conditions set out in each such Theatrical Rights Agreement and agree to be bound by the same. . No element of this Bid is conditional upon any event, fact or circumstance other than the acceptance by IPL of the offer contained in this Bid. Capitalised expressions used in this Bid shall have the same meaning ascribed to them in the ITT unless othenrvise exoresslv defined in this Bid. 1. INFORMATION RELATING TO BID EVALUATION Please find enclosed with this Bid full details and supporting documents (where applicable) in respect of the following: I Please provide the full name ofthe Bidder. ln case ofa Consortium Bid, provide full name ofeach member of the consortium. IPL Theatrical rights ITT 2010 onwards 1.1 Corporate Structure of the Bidder' (a) Incorporation Date, Registered ffice and Registered Number of the Bidder; (b) Details of all shareholders in the Bidder: (c) lf the Bidder forms part of a group of companies, an organisation chart of such group including details of those persons who are the ultimate controllers of the Bidder; (d) Details of the Directors and senior management who will be responsible for the Licensee's activities; (e) Certified true copies of all constitutional documents relating to the Bidder including certificate of incorporation, memorandum and articles of association (or other equivalent constitutional documents) or partnership deed. 1.2 Details of Performance Deposit We have submitted to IPL the requisite Performance Deposit as per Section 7.1 of the lTT, the details of which are provided below: Name of Bank: Number and Date of the Bank Draft Amount: t.J Terms of Consortium Arrangements, if applicable Where the Bid is submitted by a Consortium the relevant terms of the Consortium arrangement must be provided herein. 2. CONFIDENTIALITY z-l 'Confidential Information" means all information in whatever form (including, without limitation, written, oral, visual or electronic) relating directly or indirectly to the content of the discussions between IPL and the Bidder relating to this Bid and/or the fact that the parties are discussing this Bid and the status of those discussions and/or the existence, nature and terms of this Bid, or any subsequent discussions, agreements or arrangement relating thereto, and all information (whether of a technical nature or otherwise) relating to the business or affairs of IPL and BCCI (and/or its/their commercial partners, or associated or subsidiary entities) as may be communicated to us during the tender process and any subsequent discussions which take place between IPL and us. 2.2 We agree to keep confidential, and shall not disclose to any person (including, without limitation, the press and media), any and all Confidential Information which has been, or may be, disclosed to us by, or on behalf of, IPL or BCCI except insofar as the Confidential Information: (a) is required by a person employed or engaged by us in connection with the preparation of our Bid in which circumstances we shall ensure that any such person complies with our obligations in relation to Confidential Information refened to in this letter as if such person were a signatory to this letter; or ' The infonnation required hereunder should also be provided in relation to each member ofa consortium (if appropriate). Any Bidder who is an individual may ignore this section. IPL Theatrical rights ITT 2010 onwards (b) is required to be disclosed by law or by applicable regulation, or any valid order of a court of competent jurisdiction, or at the request or direction of any governmental or regulatory authority or agency. Without prejudice to the foregoing and unless IPL chooses otherwise, we covenant with, and undertake to, IPL that no announcement or statement howsoever relating to our Bid(s), or our discussions with IPL in relation thereto shall be made by us, or on our behalf, without the prior written approval of IPL (such approval to be given or withheld at IPL's sole discretion). Any disclosure of Confidential Information permitted under this paragraph 2 shall be in confidence, and shall only be to the extent that any persons to whom the information is disclosed need to know the same for the performance of their duties. We shall procure that all such persons are aware of, and comply with, such obligations of confidentiality. 2.3 We hereby undertake to IPL and BCCI to use the Confidential Information solely in connection with the preparation of our Bid and not otherwise for our own benefit or the benefit of any third party. 3. GENERAL ?.t We acknowledge that we are solely responsible for all costs, expenses and liabilities incurred by us in the preparation and submission of this Bid, any responses to reguests for further information by or on behalf of IPL and any discussions with IPL and/or its associates following receipt by IPL of this Bid (whether or not a Theatrical Rights Agreement is entered into by us). 3.2 We wanant, represent and undertake to IPL and BCCI and iwtheir associates that: (a) the information contained in this Bid and otherwise provided to IPL and/or its associates during the tender process is, and shall be, complete and accurate in all respects and is not, and shall not be, false or misleading in any way; and (b) if, following submission of this Bid there are any changes in our circumstiances that may affect any of the information contained in this Bid, we shall promptly notify IPL in writing setting out the relevant details in full. 4. GOVERNING LAW AND ARBITRATION 4.'.| We acknowledge and agree that this Bid and the entire tender process shall be governed by, and construed in accordance, with the laws of India. 4.2 Any disputes arising in connection with our Bid and the tender process (or any part thereofl shall be resolved in accordance with Section 13 of the lTT. For and Behalf of 3 Name Designation Date ' To be signed by the Bidder and each Consortium Member, ifapplicable IPL Theatrical rights ITT 2010 onwards SGHEDULE 3 (rTT) AFFIDAVIT TO BE ATTESTED/NOTARISED ON YOUR COMPANY'S LETTERHEAD AFFIDAVIT l, [Name of Authorised Representativel, lDesignation of Authorized Representative] of [Name of Bidderl having my office at [Address] do hereby declare solemnly affirm and state as follows: 1. I solemnly state and declare that I am providing the true and conect details of the Bidding Company for the purpose of the Bid as required by the Invitation to Tender. 2. I state that the contents of the Bid are true and correct to the best of my knowledge based on the original records maintained by the company. I further declare that no material information has been concealed. List of Annexure: Solemnly affirmed at On this day of IPL Theatrical rights ITT 2010 onwards SCHEDULE 4 0rT) LICENCE BID FORM ITO BE TYPED UP ON THE BIDDER'S LETTERHEAD] Indian Premier League Cricket Centre Wankhede Stadium Mumbai 400 20 India Dear Sirs, We write in connection with our Bid for the Theatrical Rights in response to the ITT dated I l. The details relating to us and our Bid for a Licence are as follows. Full Name of Bidder: Address of Bidder: Tel No.: Fax No.: Email: Named Representative of Bidder: Licence Fee (to be frlled in the table below) Year Minimum fee Bid amount OSD Mn) (USD mn) 2010 2 2011 2 2012 2 2013 2 2014 2 2015 2 2016 2 2017 2 TOTAL 16 IPL Theatrical rights ITT 2010 onwards The Licence Fee should be the total sum which shall be payable for the 2O1O - 2O17 Seasons. The Performance Deposit shall, if the Bidder is successful, be replaced by Bank Guarantee as in schedule 7 By signing and submitting this Licence Bid Form we hereby irrevocably and unconditionally agree: (a) to comply by the terms set out in the ITT; (b) if we are awarded the Licence in circumstances where the Licence Fee specified in our Bid delivered to IPL has increased as a result of us submitting a re-bid then we agree immediately to take such steps as shall be necessary to confirm / endorse the amendment ofthe amount of the Licence Fee to reflect the above-mentioned increase and until such time as we have taken such steps we shall remain bound by the terms of the Bid as originally submitted by us; (c) where required to do so by IPL we shall procure that a parent company of sufficient financial standing as is reasonably acceptable to IPL guarantees our obligations under the Theatrical Rights Agreement. (d) Provide the Bank Guarnatee as annexed as per Schedule 7 on signing of the agreement. [sef out defails of proposed exploitation of the fights] Yours faithfully For and on behalf of [Full name of Bidder] IPL Theatrical rights ITT 2010 onwards SCHEDULE 5 Terms and conditions aoplicable to the exercise of the ThEatrical Riohts The terms and conditions applicable to the exercise of the Theatrical Riqhts. that shall be incorporated into the Theatrical Riohts Aoreement. shall include the followino: l. Access to Feed D IPL shall make the high definition feed (refered to in this ITT as'HD Feed') available to Licensee (from not later than 10 minutes before the start and until not earlier than 10 minutes after the end of the relevant Match) at the Host Broadcaster's truck or facility at or in the vicinity of the Venue, without any charge levied by or on behalf of IPL or any third party for the production of the Feed or for such access. ii) Licensee shall be responsible at its own cost for making all necessary arrangements for the onward transmission, delivery and distribution of the HD Feed, whether by satellite or other means, for reception by or on behalf of Licensee in the Territory. iii) Licensee recognizes the fundamental importance of preserving the security and integraty of the signal of the HD Feeds, Accordingly, Licensee hereby undertakes to IPL that it shall only use such methods and routing for transmission and/or relay of the HD Feed to the Territory as shall be reasonably directed by IPL or which have been approved by IPL in writing or are used by any other of IPL's licensees. IPL hereby undertakes to Licensee that it shall use all reasonable commercial endeavours to ensure that the rates for using such methods and routing directed by IPL shall be normal market rates. 2. Virtual Advertising (i) The Licensee agrees that it will not alter or add to the content of the HD Feed whether electronically or otheMise so as to remove, change or obscure any in-Venue advertising, any Graphics Package or Live Feed Insertions incorporated into the Feed by or on behalf of the IPL in accordance with this Agreement, save and to the extent as may be required to comply with applicable Law. In respect of any transmission of Matches (in full or in part), the Licensee shall not insert any "virtual advertisements" on the field of play during any Match play save as othenrise may be required to comply with applicable Laws and advertising restrictions in the relevant part of the world. 3. Quality and lntegrity of Transmission (i) The Licensee shall ensure that all of its transmissions of Matches (in full or in part), and the transmissions of any sublicensee, shall be of a quality and standard generally to be expected of a leading premium sports content provider within the relevant territory. (ii) Licensee shall comply, and shall procure that all sublicensees comply, at all times with the prevailing Guidelines as may be issued by IPL from time to time during the Rights Period. (iii) Licensee shall ensure that any Live Feed Insertions and/or Graphics Package incorporated into the Feed by or behalf of IPL are transmitted and displayed without modification save as may be required to comply with applicable Laws. License acknowledges that any and all revenue generated by such Live Feed IPL Theatrbalrighls ITT 2010 onwards Insertions and/or Graphics Packages incorporated into the Feed by or on behalf of IPL shall accrue solely to lPL. (iv) For the avoidance of doubt, Licensee shall be entitled to incorporate adverts and commercial graphics and messaging in breaks between overs provided in all cases such adverts or commercial messages are in accordance with the Guidelines. (v) Licensee shall be permitted to appoint, and to permit its Sub-Licensees to appoint, Sponsors subject to the terms and conditions of this Agreement, and in particular, the provisions of sub-paragraph (vii) below. (vi) Licensee acknowledges and agrees that it shall not select or appoint any Sponsor (a) in relation to the primary product category of the Title Sponsor, without first offering and providing the Title Sponsor with an opportunity to purchase such Sponsorship, and shall not in any event appoint a Sponsor in relation to that product category, without giving the Title Sponsor a reasonable last opportunity to purchase such Sponsorship (being no less than five (5) days from the date that such last opportunity is notified to the Title Sponsor, unless such notification is within ten (10) days of the first scheduled Match of the relevant season, in which case such time period as is reasonable). For the avoidance of doubt, if the Title Sponsor declines to purchase such Sponsorship, Licensee may appoint as Sponsor a person who is a Competitor of the Title Sponsor. For the avoidance of doubt the provisions of this sub- paragraph (vii) shall not apply to sales of airtime around Licensee's transmissions of the Matches, which airtime Licensee shall be entitled to sell to Competitors of the Title Sponsor and without providing Title Sponsor a first and last right to purchase such airtime; and (b) in relation to the primary product category of a Official Sponsor, without first offering and providing such Official Sponsors with an opportunity to purchase such Sponsorship package and shall not, in any event, appoint a Sponsor in relation to that product category on terms more favourable than those offered to the Official Soonsors without first offering and providing the fficial Sponsors with a reasonable opportunity to accept the same favourable terms. For the avoidance of doubt, and to give commercial effect to this clause, Licensee shall not stipulate or impose any condition or restriction on the purchase of any Sponsorship pack€ge or opportunity in or around any Match or Footage to the effect that any Title Sponsor or Official Sponsor must purchase sponsorship and/or commercial airtime and/or other promotional or advertising opportunities or inventory from Licensee (or any Sub-Licensee) in relation to any other programme or event. (vii) All copies of contracts with theatres must be sent to lPL. Failure to do so will result in cancellation of the agreement. IPL Theatrical rights ITT 2010 onwards SCHEDULE 6 INDICATIVE FIXTURE SCHEDULE WILL BE PROVIDE IN TIME IPL Theatrical rohts ITT 2010 onwards SCHEDULE 7 BANK GUARANTEE FORMAT (FORMAT OF GUARANTEE TO BE TSSUED By ANy BANK OF NATTONALTZED OR GLOBAL REPUTE ACCEPTABLE TO BCCI IN ITS SOLE DISCRETION) IPL Board of Control for Cricket in lndia Cricket Center Wankhede Stadium Mumbai 400 020 India consideration of Limited, a company registered under the Companies Act, |956 and having its principal place of business at No. (hereinafter called " which expression shall unless repugnant to the subject or context mean and include its successors in office, executors, administrators, permitted assigns and the like) having agreed under the terms and conditions of Contract dated executed with Board of Control for Cricket in India, a society registered under the Tamil Nadu Societies Registration Act and having its head quarters at Cricket Center, Wankhede Stadium,, Mumbai 400 020 (hereinafter called 'BCCI" which expression shall unless repugnant to the context or meaning always mean and include ils successors in office, executors, administrators, permitted assigns and the like) for (hereinafter called "the said contract"), interalia, are required to provide a Bank Guarantee to'BCCI" as herein provided for (Rupees only) for the due fulfillment by _ of the terms and conditions of the said contract. has approached us for issuing the said guarantee and at their request and on receipt of sufficient consideration by us, we, (name of the bank) (constituted and established under.) having our oflice at ;;i";;;Ji; ;Ji;;;k';ili;h ;il;;i;f:ili contelit mean";';i;; and include its successors in office, executors,"|,3;.l3J"s?;ii;\r93,fri"ll3l administrators, permitted assigns and the like) have agreed to give such guarantee as hereinafter mentioned. We hereby undertake and agree with BCCI that if any default is committed by _, in performing any of the terms and conditions of the said contract including non payment of any money payable to BCCI, we shall on first claim in writing from BCCI, without any demur, any reservations, contest, recourse or protest and/or without any reference to pay to BCCI a sum not exceeding Rs. (Rupees only), either in full or in part, in such manner as BCCI may direct from time to time. Any such claim made by BCCI on us shall be final, conclusive and binding notwithstanding any difference or any dispute between BCCI and or any other legal proceedings, pending before any Court, tribunal, arbitrator or any other authority. IPL Theatrical rights ITT 2010 onwards BCCI shall have the full liberty, without reference to us and without affecting this guarantee, to postpone for anytime or from time to time the exercise of any of the powers and/or any rights confened on BCCI under the said contract, which under the Law relating to the Sureties would but for this provision have the effect of releasing us. The guarantee herein contained shall not be determined or affected by the liquidation or winding up or dissolution or change(s) in constitution of _, but shall for all purposes binding and operative until payment of all money due to BCCI in respect of the said contract are paid. This guarantee shall be irrevocable and shall remain valid up to with a claim period of SIX months up to .______ Notwithstanding anything contained hereinabove: a) Our liability under this Bank Guarantee shall not exceed and is restricted to Rs._ (Rupees only) b) This Guarantee shall remain in force up to and including (including claim period of Six months) c) Unless the demand/claim under this guarantee is served upon us in writing all the rights of BCCI under this guarantee shall stand automatically forfeited and we shall be relieved and discharged from all liabilities mentioned hereinabove. A demand for payment under this guarantee shall be deemed to have been sufficiently made if a claim in writing is sent by post or by fax or hand delivered to us at the address/fax number indicated in this guarantee. IPL Theatrical rights ITT 2010 onwards subjeIPL Governing Council Meeting Agenda for 2nd Sep 2009 send€[email protected] . GC Sep 2 2009 Agenda final.pdf (179 KB) Gentletnan Please fj.nd attached Agenda for the rPL Governing council Meeting to take Place on t'he 2nd of Sept 2009 at the cland Hyatt, Mumbai. we look forward to seeing you on the znd of Sep. For travel and stay arrangements please be in touch rtith Radhika at my office. Agenda Papers vi'i11 be Posted to you ltearer the time. There j.s a furtsher meeting niEh all the Franchisees in Munbai on the 26th as mandated by the cc on the 11th of Aug. You all are also invited to attend the same if you so r.rish. Mr sundar Ralrlan will inforn you the venue for tshe same- Ttrat meeting r.ril1 begin at 11 am and will probably lasl at least tj.1l 4 pn. The ite$ on the Agenda there is only to hear ttre Franctrisees of there View6 of rdhat might be there claims against us in regard to shifting of the IPL 2.0 to SA. There views will be noted and presenced to cc on bhe 2nd of sep 2009 for consideration. Warm Reqards Lalit Modi Chairman & Conmiseigner fPL. cc TO IPL GC Melld3ers To Shri Sharad Pawar - Special Invitee To Professor Ratnakar shettv - cAo BccI Tffi- Governing Council Meeting -Agenda Sept 2 2009, Mumbai at L0:30 om ttt the Grund Llyatt 1. Leave ofabsence and attendance 2. To approve Minutes of last meeting - 11 Aug 2009 3. Franchisee Meeting Update that took place on 26tr Aug 2009. 4. 2009: Accounts a, To approve Audited Income & Expenditure for IPL 2009 till f une 2009 '.'.'.'...'..'..'.'. b, To approve s to Audit Observdtions and Ratify expenses c. To approve Audited revenue to Franchisees for 2009 and observations d, To approve thr in ft:anchise and compensation plan as a result of moving IPL to SA: with franchisees on 266 Aug 2009. 5. Approval of Report to BCCI for Year 2008 - 6. Approval of Report to BCCI ior Year 2 to SepL To Look at the Franchisee agreement and examine each of the Comments posted on the same and to take note ofthe fact what needs to be done by us to ensure compliance by all Franchisees in implementation of the same and the impact of the Same to IPL?BCCI for non compliance by Franchisee. B. Any other item with the permission of the Chair. ** Agenda Papers will be circulated seperately. lPL, Gricket Gentre, Wankhede $tadiun, D Road, Ghurch Gate, Mumbal,4OOO2O India Rourdcube subject RE: Public Exhibition Rights Sender Manning, Paul < PManning@csi-sports. net> rsm**k*@ Recipient Manning. Paul < PManning@csi-sports. net>, [email protected] < [email protected] > Date 13.10.2009 18:37 Hi Lalit I just tried to call but your line is busy. I have spoken to Kunal, and since taken a closer look at the contract. Sony were granted the right to show IPL in bars, etc as a simulcast of their tv signal. Therefore, these establishments were excluded from the definition of Public Exhibition Rights. So on the face of it, IPL would not be able to exploit standalone, non-linear exhibitions in bars, etc. I am sure Sony think that is the effect of the contract. Arguably we could say that because the Excluded Rights retained by IPL covers not just the definition of Public Exhibition Rights (and Internet Rights, etc) but ALL RiGHTS NOT EXPRESSLY GRANTED TO SONY, because the express grant of rights to Sony covered only simulcast rights into bars, restaurants, etc, the non-linear rights u,/ere not granted to them and therefore are reserved to IPL to exploit as it wishes. I think we could expect Sony to object to this strongly, but it is a possibility based on the wording of the contract. Best regards. Paul From: Manning, Paul Sent: 13 October 2009 12:55 To: [email protected] Subject: Public Exhibition Rights Hi Lallt We retained the following rights under the Sony agreement - please note that Sony were gra nted the rights that are highlighted: Public Exhibition Rights mean all rights to transmit, by means of any media whatsoever! any audio-only, still or moving visual-only or audiovisual rmterial, data and/or te;rtual material (including the Feed and Footage o{ ard/or relating to, any ofthe Matches and/or Player Auction (or any part thereof) for exhibition to an audience by means of arqr Television Set and/or conventional home and personal radio receiver located anywhere in cinemas, water borne traim, other and all rights to exploit any and all commercial opportunities (ittcluding; for example, entrance fees, sponsorship merchandising broadcast sponsorship and supplier opportunities) arising frorq ard/or in connection witlr, the transmission and/or exhibition of such material; Please let me know if you need the same information ex-lndian Subcontinent under the WSG contract. Best regards. Paul Paul Manning Vlcs Presldgnt Lawyer l G edb Limited sth Floor * Mccormack House Burlington Lane x London W4 2TH Tel: 020 8233 7826 * Faxt 020 8233 6523 Roundcube www.imgworh.com The pieceding e-mail message (inc.Luding any attachments) contains information that may be confidentiaL, may be protected by the atto.rney-client or other applicable privileges, o! may constitute non-public information. It j.s intended to be conveyed only to the desiqnated recipient(s) named above. If you are not an intended recipient of this message, please notify the sender by leplying to this message and then delete all copies of it from your computer system. Any use, dissemination, distribution, or reproductlon of this messaqe by unintended recipients is not authorized and may be unlawful. Rourdcube Subject RE: ITT Theatrical rights version SR 3 aug 09 Sender [email protected] < lkm @iplt20.com > rsm**krs Recipient Sundar r h^r^i,a,4 inc6rl. f^r ^^ -----oridih.t M6< c a^6---- - From: "Sundar" ALh i l, rA,dv l ^ ^^" suDda! Subject Theatrical Rights - IPL Season 2010 - 2019 Sender Sundar . Theartrical Tender - 2010 - 2019.pdf (214 KB) Ail, Please find attached the ITT for th eatrica I rights for lPLSeasons 2010-2019. Regards Sundar INVITATION TO TENDER FOR THEATRICAL RIGHTS FOR THE INDIAN PREMIER LEAGUE SEASON 2O10 onwards IPL Theatrical ights ITT 2010 onwarcls CONTENTS .I. INTRODUCTION 2. INVITATION TO TENDER 3. THEATRICAL OWNER'S RIGHTS/OBLIGATIONS 4. PAYMENTS 5. REQUIREMENTS FOR PREPAMTION AND SUBMISSION OF BIDS 6. AMENDMENT/ADDENDUM 7. REQUIREMENTS OF THE TENDER 8. SUBMISSION OF THE BID 9. SELECTION OF WINNING BIDS 10. GENERAL 11, ACCEPTANCE OF TERMS AND CONDITIONS 12. CONFIDENTIALITY 13. GOVERNING LAW AND DISPUTE RESOLUTION SCHEDULE 1 - GLOSSARY OF TERMS SCHEDULE 2 - LETTER OF ELIGIBILITY SCHEDULE 3 _ AFFIDAVIT SCHEDULE4-BIDFORM SCHEDULE 5 - TERMS AND CONDITIONS APPLICABLE TO THE EXPLOITATION OF THE THEATRICAL RIGHTS SCHEDULE 6 - INDICATIVE FIXTURE SCHEDULE SCHEDULE 7 - BANK GUARANTEE FORMAT IPL Theatrical ights ITT 2010 onwards 1. INTRODUCTION 1.1 The Board of Control for Cricket in India ("BGC|") is a society registered under The Tamil Nadu Societies Registration Act 1975 and has its head office at Cricket Centre, Wankhede Stadium, Mumbai 400 20, India. A separate Sub Committee unit of BCCI has been set up known as Indian Premier League ("lPL") to establish and oversee the operation of a domestic Twenty2o cricket competition in India and, if appropriate (see below), elsewhere in the world (the "League"). This document constitutes an invitation to tender to any person who wishes to acquire exclusive Theatrical Rights in respect of all the matches of the League ("Matches") to be held in Seasons 2010 to 201 9 (inclusive). In this document: 'Theatrical Rights" shall mean the right to transmit on a live basis and in full the clean HD Feed as made available by the or on behalf of IPL of the Matches in the League to be played in Seasons 2010 and 2019 (inclusive) for exhibition for audiences in cinema halls, stadia, water borne v€ssels, buses, trains, armed services establishments, hospitals, bars, hotels, restaurants, airports, railway stations, shopping malls, offices, construction sites and oil rigs [, clubs, auditoriums, Spas, Salons, Parlors...... l only and excluding any private dwelling, and the right to sell advertising time during portions of the feed as pre-determined by Licensor, but excluding for the avoidance of doubt the Television Rights. "License" shall mean the exclusive, non-transferable right and licence to commercially exercise the Theatrical Rights; and "Licensee'shall mean the person who has been awarded the exclusive Theatrical Rights as a result of having made a successful Bid. 1.2 The Licensee shall have the exclusive, non-transferable right to commercially exploit the Theatrical Rights (as defined above) in respect of all the Matches of the League to be held in Seasons 2010 to 2019 (inclusive). An example of how the League's Matches may be co-ordinated is set out in Schedule 6 (although this League Match schedule is indicative only and is not final). 't.3 The League Season will, in respect of the League, last approximately 6 - I weeks each year during March, April and May of 2010 onwards or as decided by IPL from time to time. For the avoidance of doubt the Theatrical Rights do not include any rights to the cricket tournament currently known as the Champions League Twenty20 (or any replacement thereof). 1.4 The definitions set out in Schedule 1 shall apply to this ITT unless the context reouires otherwise. IPL Theatrical ights ITT 2010 onwards 2. INVITATION TO TENDER 2.1. lnvitation IPL hereby invites tenders from reputed third parties to acquire the Licence for the Theatrical Rights in the manner described in this lTT. 2.2. Bid Objectives As part of the Bid, the Bidders must demonstrate to IPL in detail in writing how they will be able to maximise the exploitiation of the Theatrical Rights. 2.3. Eligibility to Bid 2.3.'l Eligibility criteria For the purpose of this lTT, any person anywhere in the world (which expression includes, as regards coeorate entities, the Bidder and/or its parent or subsidiary company), which satisfy the following requirements (as demonsfated in the Bid to the satisfaction of IPL) as at the date of this ITT (or such other specific date as is specified in this ITT in relation to any individual criteria) are eligible to participate in this tender process and to submit Bids: a) Bidder must have, itself or through a third party, acress to a minimum of 750 cinema halls /screens in lndia installed with equipment capable of receiving and exhibiting the HD Feed as defined in clause (1) (i) Schedule 5. HD hereinafter shall mean to be signals with a minimum resolution ol720 p b) Bidder must have a minimum Net Worth of INR 10 Crores, "Net Worth" meaning the free reserves as reflected in the balance sheet of the Bidder as certified by a reputable international firm of accountants approved by lPL. c) Bidder must have, itself or through a third party, the technological capability to effectively exercise the rights to be granted under this lTT. d) Bidder must ensure that the Feed is relayed in an encrypted format approved by IPL to prevent unauthorized access to the Feed. Any unauthorized access to the Feed relayed by Licensee will (without prejudice to IPL'S other rights and remedies) (i) result in forfeiture of any sums paid to IPL by Licensee as at that date, including any Performance Deposit (unless replaced by the Bank Guarantee), (ii) entitle IPL to cancel the License with immediate effect and encash the Bank Guarantee, and (iii) result in Licensee being liable for the full value of the contract to be paid, to the extent permissible at law, immediately to lPL. e) IPL may require the Bidder to demonstrate the Bidders technical prowess to deliver and exhibit live without delay the HD Feed in a safe and secure manner and of quality which is to the satisfaction of IPL and in this regard IPL's decision shall be final and binding on all Bidders. 2.3.2 Fit and proper person Each Bidder must be a fit and proper person and IPL reserves the right to reject any Bid from any Bidder which IPL does not believe satisfies this criteria. IPL Theatrical rights ITT 2010 onwards 2.3.3 Consortium Bids (a) Consortia, joint ventures (whether incorporated or unincorporated) or joint bidders (each a "Gonsortium") may submit a Bid ('Consortium Bid(s)"), orovided that: i) the members of the Consortium collectively satisfy the criteria for Bidders set out in this ITT and the Eligibility Letter; ii) each member of the Consortium is jointly and severally liable for the acts of each other member in relation to its Consortium Bid(s); and iii) The Consortium fully describes the relevant terms of its Consortium arrangement in its Consortium Bid. (b) Each member of any Consortium may also submit a separate Bid on its own behalf. For the avoidance of doubt, IPL reserves the right, if it determines it appropriate in the circumstances, to enter into direct anangements with individual members of any Consortium. (c) lf a Bidder has entered into an agreement for a joint venture (whether incorporated or yet to be incorporated), which shall be the Licensee or otherwise be entitled to all or part of the Theatrical Rights whether as a licensee, marketing agency or in any other capacity, the Bidder is required to disclose in the Bid all material details of the joint venture agreement. 2.4 Guarantees Depending upon the financial standing of any Bidder, IPL reserves the right (at its sole and absolute discretion) for a parent company or other such company of financial standing satisfactory to IPL to guarantee the obligations of the Licensee pursuant to the Theatrical Rights Agreement (as defined below). In the case of a Consortium Bid, each member of the Consortium will be obliged to guarantee the obligations of the Licensee in the Theatrical Rights Agreement. The failure to supply such a guarantee will entitle IPL (in its sole and absolute discretion) to terminate the Licence/ Theatrical Rights Agreement. 2.3.4 Bid Rejection Any Bid submitted by an entity which fails to satisfy the eligibility requirements set out in this ITT may be accepted or rejected by IPL in its absolute discretion. IPL shall not advise a Bidder whether it is qualified or not. The Bidder must submit its Bid in accordance with the process specified in this lfi and enable IPL to then evaluate its Bid. Potential bidders should also be aware that any Bid submitted by any person that is currently in default of any contJactual obligation or undertaking owed to the BCCI (including, without limitation, any payment oblagation) or which is otherwise connected with any person (including by way of being a subsidiary undertaking or a parent company or part of a group of companies under common ownership and/or control) that is currently in default of any contractual obligation or undertaking owed to the BGCI (including, without limitation, any payment obligation) may be rejected by IPL in its absolute discretion notwithstanding that such person otherwise fulfils the eligibility criteria set out in this lTT. IPL Theatrical rights ITT 2010 onwards 3. LICENSEE RIGHTS/ OBLIGATIONS 3.1 Overview This ITT constitutes an invitation to persons to tender for the right and obligation to commercially exploit th6 Theatrical Rights. Such Theatrical Rights shall be subject to the terms and conditions as contained in a Theatrical Rights Agreement to be entered into by IPL and the Licensee whose Bid is accepted by lPL. The Licensee will have the right to receive certain revenues relating to his exploitation of the Theatrical Rights as detailed below. 3.2 The Licence The Licensee will have the exclusive right and obligation to exploit the Theatrical Rights relating to the League. The Licensee shall, subject to the ongoing requirement to comply with the Theatrical Rights Agreement at all times, be entitled to exploit the Licence for the development of local commercial arrangements with sponsors and suppliers (as summarised in Section 3.3 below) although the attention of Bidders is drawn to the fact that all rights which are not expressly granted to the Licensee under the Theatrical Rights Agreement shall be reserved to IPL to freely exploit in its discretion itself or through third parties. Theatrical Rights 3.3.1 The Theatrical Rights are as set out at clause 1.1 above. Forthe avoidance of doubt: (i) The Licensee shall not be oermitted to exhibit a Match in cinemas halls in the city in which that Match is beinq held: any violation of this provision will constitute a material breach of the Theatrical Rights Agreement. Please factor this for all the Matches in your calculations. (ii) the Theatrical Rights do not include the right to transmit the HD Feed of Matches on a delayed basis, it being acknowledged that IPL shall not itself or via a third party exhibit the HD Feed of the full Matches on a delayed basis in venues reserved for exploitation of Theatrical Rights until the final match of the relevant IPL Season. 3.3.2 In the event of any dispute as to whether premises fall within the definition of the Theatrical Rights, IPL'S decision (in its sole and absolute discretion) shall be final. 3.3.3 Licensee shall not use any signal ofthe Matches from any source other than the Feed made available by IPL or under authority of IPL for the purpose of exploitation of the Theatrical Rights. Without limitation, Licensee shall not make use of any broadcast signal, which is intended for general television viewing on an official |Pl-authorized broadcaster network. 3.3.4 The Licensee shall not have the right to edit, manipulate, alter, dub, subtitle or repackage the HD Feed except to conform to local censorship regulations 3.3.5 Advertising rights to the Licensee For the avoidance of debate, the Licensee shall only be allowed to incorporate advertising, commercial graphics and images in its exhibitions of the Matches in breaks between over's, strategy breaks, at fall of wickets and between innings for the purpose of exhibitions via the Theatrical Rights. However the Licensee shall not be entitled to IPL Theatical ights ITT 2010 onwards intersperse provided in all cases such advertisements or commercial messages are in accordance with the IPL advertising guidelines. 3.3.6 Access to the Feed The terms applicable to access to the Feed are set out in Schedule 5 clause 1. In addition, if the IPL is making the clean Feed available at an unlinking station for another media partner. Licensee shall be entitled to access the clean Feed at such unlinking station free of charge so that the Licensee can insert advertisements in such Feed for exhibition in accordance with clause 3.3.5 above, it being acknowledged that Licensee shall be responsible for any set up costrs associated with the insertion of advertisements in the Feed 3.3.7 Excluded Rights (a) For the avoidance of doubt, all rights not expressly included within the definition of "Theatrical Rights" are excluded from this ITT and reserved to lPL, including without limitation the Television Rights, Internet Rights, Mobile Rights, Fixed Media Rights and InflighUOn-board Rights and any and all other forms of media or means of distribution or delivery now existing or created or discovered in the future ("Excluded Rights"), and IPL shall be free to exploit such Excluded Rights itself or via third parties. (b) Without limitation, each Bidder expressly acknowledges and accepts that the Television Rights licensed by IPL woddwide include the right to make transmissions to an audience (paying or non-paying) at armed services establishments, hospitals, bars, hotels, restiaurants, offices, airports, railway stations, shopping malls, construction sites and oil rigs but only as a simulcast of the television licensee's transmissions bv the other means of Television Delivery, and as part of the television licensee's regular operations, and not as a one-off event. 3.4 Term The Theatrical Rights to be exploited by the Licensee pursuant to this ITT are only for the Matches in the 2010 to 2019 Seasons (inclusive) of the Leagus (the "Term"). 3.5 Territory/Exclusivity The "Territory' means all countries worldwide, and the Theatrical Rights shall be granted exclusively to the Licensee throughout the Territory. 3.6 Theatrical Rights Agreement 3.6.1 The form of a Theatrical Rights Agreement, which shall be sent to the recipients of this ITT in due @urse, and in any event prior to the deadline for submission of Bids, sets out further details in relation to the operation of the Licence including the Licensee's obligations in respect thereof. The Bidder shall be required to submit the form of Theatrical Rights Agreement with its Bid signed and unaltered in any way, save for the inclusion of its name, address and the Licence Fee. Any other alterations to the form of Theatrical Rights Agreement as issued by IPL shall entitle lPL, in its discretion, to disqualify the Bidde/s Bid. IPL Theatrical ights ITT 2010 onwads 3.6.2 Without limitation, the terms and conditions set out in Schedule 5 hereto shall apply to the Licence of the Theatrical Rights and shall be set out in the Theatrical Rights Agreement. 4, LICENSEE PAYMENTS 4.1 The Bidder must state in its Bid the monetary fee that it offers to pay to IPL in consideration for the Theatrical Rights (the "License Fee"). The License Fee shall be stated in US Dollars, unless otherwise notified by lPL. The Licence Fee shall be paid in US dollars unless the Licensee is an Indian entity in which case (and as required by law) such sums shall be paid in Indian Rupees (converted at the TT selling exchange rate published by The State Bank of India at the time payment is required to be made). All such sums shall be paid together with any service tax which may be chargeable thereon and without any set-offs, deductions, withholdings, taxes or bank charges (including without limitation, withholding taxes)of any kind. To the extent the Bidder is required by law to deduct or withhold any taxes on amounts payable to the lPL, when making such payments the Bidder shall simultaneously pay to the IPL such additional amount as is necessary to ensure that the net amount received by the IPL (free to any liability in respect of such deduction or withholding) is equal to the full amount that the Bidder would have received had no such deduction or withholding been required. 4.2 Left out Intentionally 4.3 Any failure by a Licensee to pay any of the above-mentioned sums on the due date for payment will be a material breach of and entitle IPL to terminate the Theatrical Rights Agreement immediately 4.4 Additional Franchises and Rights Fee Adjustments 4.4.1 Licensee acknowledges and agrees that IPL shall be entitled to amend the format of the League from time to time in its absolute discfetion. 4.4.2 Licensee acknowledges and agrees that the number of Franchises in the League may be increased from an initial eight, as at the date of this Agreement, to accommodate additional Franchises during the Term. With the addition of each new Franchise, the aggregate total number of Matches in each Season will increase and Licensee shall pay additional amounts by way of an incremental increase in the total amount of the License Fee to reflect the increased number of Matches with the addition of each new Franchise. Accordingly, the table below sets out, by way of illustration only, the incremental increase in Matches (Column B) with the addition of each new Franchise (Column A) and the incremental increase in License Fee (Column C) that Licensee shall pay IPL for such additional Matches resulting from the addition of the first two new Franchisees: Additional Incremental lncremental increase in Franchises increase in number License Fee for each (column A) of Matches (column Season for the remainder B) of the Rights Period (column C) 9' Franchise 16 Dro ral€l Increase 10* Franchise 18 Dro rala Increase IPL Theatrbal rights ITT 2010 onwards 4.4.2 lhe increase in the License Fee above shall be calculated as follows: Original License Fee for the relevant Season + (DMDED by) 59 (being the original number of Matches) x (MULTIPLIED BY) the number of additional Matches above 59 = the incremental increase in License Fee for that Season 4.4.3 Any incremental increase in License Fee shall be paid by Licensee to Licensor 30 days before the start of the first Match of each Season to which the incremental increase in License Fee applies unless otherwise agreed in writing by Licensor. For the avoidance of doubt, the Bank Guarantees to be provided shall be in the amount of such increased License Fee. 4.4.4 Licensee further acknowledges that the number of Franchises may be reduced from the initial eight as at the date of this Agreement. With any reduction in the number Franchises, the aggregate total number of Matches in each Season will decrease and Licensee has agreed with Licensor that the tdtal amount of the License Fee shall in those circumsknces be reduced to reflect the reduced number of Matches with the decrease in the number of Franchises. The formula to be used to calculate the amount of such reduction in the License Fee shall exactly mirror the formula to calculate any increase in the License Fee. 5. REQUIREMENTS FOR PREPARATION AND SUBMISSION OF BIDS 5.1 Furtherlnformation Bidders shall remain responsible for obtaining all further information necessary or expedient for th6 purpose of submitting their respective Bids, and will be deemed to have done so before submitting any Bid. Information may be sought up to 6rh November 2009 and thereafter any further queries will be responded to at IPL'S sole discretion. No irrelevant query will be entertained and the decisions of IPL in this regard shall be final. No Bidder shall, in the process of seeking clarifications, enter into any contractual negotiations. Further, no Bidder shall, in the process of seeking clarifications, submit a request for information relating to any internal processes followed by lPL. Requests from Bidders for clarification and/or further information relating to this ITT must be addressed to IPL and marked for the attention of Mr. Sundar Raman and received by IPL by way of electronic mail (e-mail) sent to sundar(diolt2o.com with a copy to lkmrdiplt20.com. Save as specified herein, Bids and other supporting papers that may be furnished shall and will become the property of IPL upon their delivery and IPL will not be obliged to retum them. However all information and documents that are furnished to IPL will be treated as strictly confidential and shall not, unless required in accordance with law, be disclosed to any other party. 5.2 No Conditionality Bidders shall not make any of their Bids subject to any form of conditionality or limitation including, without limitation, the identity ol or particular arrangements being put in place with, any other third party. Any such conditional Bids may summarily disqualified by the IPL in its discretion. IPL Theatrical rights ITT 2010 onwards 5.3 Bid Costs Each Bidder is solely responsible for all costs, expenses and liabilities incurred by it in the preparation and submission of its Bid(s) and any responses to requests for further information by lPL. 6. AMENDMENT/ADDENDUM 6.1 The information set out in this ITT is in summary form and does not purport to contain complete descriptions of the terms of the Theatrical Rights or the terms and conditions affecting the exercise of the same, all of which may be subject to change and amended by IPL in its discretion. This ITT does not contain any representation upon which any Bidder is entitled to rely at any point in time in order to bring any claim, action or proceedings against BCCI, IPL or any other third party (whether for misrepresentation or otherwise). o-z At any time prior to the last date for submission of the Bids, IPL may, either for any supervening factors and/or events or in response to a bona fide request for further information (including clarification) by a Bidder, modify, add, withdraw or alter the terms of the invitation andi or the conditions of this ITT by issuing an Addendum(s) or otherwise, without any obligation to provide reasons. The amendment(s)/addendum(s), if any, will be notified in writing to the Bidders at least 24 hours prior to the last date for the submission of Bids. Such addendum(s)/amendment(s) will form part of this ITT and will be binding. 7. REQUIREMENTS OF THE TENDER 7.1 Performance Deposit and Bank Guarantee (a) Each Bidder must at least 48 hours before the submission of any Bid pay to IPL a single performance deposit (the "Performance Deposit") in the amount of US$ 2.0 Million dollars (payable in Indian Rupees using an exchange rate of 1 US $ to lNR50 ). The Performance Deposit shall be deposited by way of a bankers draft issued by a bank of international repute drawn in favour of Indian Premier League. (b) IPL hereby inevocably states that it shall return the Performanc€ Deposit to unsuccessful Bidders within 5 business days of the unconditional award of the Licence. (c) Any Bidder which fails to comply with the above-mentioned requirement to pay the Performance Deposit may be disqualified from bidding by IPL in its absolute discretion. (d) Each Bidder irrevocably and unconditionally agrees to provide IPL (including its succ€ssors and assignees) with irrevocable rolling bank guarantees from a reputable bank acceptable to IPL and in the form set out in Schedule 7 or such other form as is pre-approved by IPL in respect of the successful Bidder's/Licensee's obligation to pay the License Fee to IPL upon such terms and conditions as IPL may in its absolute discretion require, with the following year's License Fee being bank guaranteed at all times (the "Bank Guarantee"). The successful Bidder must deliver the first such bank guarantees in respect of IPL Theatical rights ITT 2010 onwards the first year's License Fee within 10 days of execution of the Theatrical Rights Agreement. Thereafter, each year the bank guarantee for the following yeaas License Fee must be in place by 31"r January. (e) The Performance Deposit will be returned to the successful Bidder/Licensee upon satisfactory receipt of the first Bank Guarantee in accordance with clause 7.1(d) above. (0 Failure by the successful Bidderilicensee to provide such Bank Guarantee shall entitle IPL to withdraw the award of the License/Theatrical Rights and/or to terminate the Theatrical Rights Agreement with no liability to the successful Bidder/Licensee, and thereafler sell the Theatrical Rights to a third party in its absolute discretion. 7.2 Tender Documents Each Bidder shall at the time of submission of the Bid submit the following documents: (a) an Eligibility Letter together with any supporting documents required to be provided as per Schedule 2 of this ITT; (b) an Afiidavit which is to be attested/notarized on Rs.l00 stamp paper as per Schedule 3 of this ITT; (c) a duly completed Licence Bid Form (in the form set out at Schedule 4) which should include full details of the Bidde/s proposed exploitation of the Theatrical Rights; (d) A Theatrical Rights Agreement signed by a duly authorised representative of the Bidder included in the Bidde/s Licence Bid Form. In such Theatrical Rights Agreement, the Bidders shall complete the following details: i) the full name and address of the Bidder at the start of such agreement; ii) the total amount of the Licence Fee included as part of the relevant Bid; and (e) Evidence satisfactory to IPL that the Bid has been signed by a duly authorised representative of the Bidder. 8 SUBMISSION OF THE BID 8.1 . Only the persons who comply with the eligibility requirements set out in Section 2 above are entitled to participate in this tender process and to submit a Bid. Any Bid submitted by any person who is not eligible as per the requirements of the above- mentioned eligibility section may be rejected by IPL in its absolute discretion. 8.2. The Bidders shall deliver to IPL the original of the Tender Documents (set out in clause 7.2 above duly filled in and signed and sealed along with all supporting documents and papers with three exact and legible copies thereof and documents evidencing payment of the Performance Deposit as provided in Section 7 above. The Tender Documents in sealed covers, as above, shall be delivered by hand in person by an authorised representative of the Bidder to IPL by llam on 12th of November, 2009 at Mandarin Oriental Hotel, Soi Oriental, Bang Rak, Bangkok 10500, IPL Theatrical dghts ITT 2010 onwards Thailand. Please note that Bids sent by email or fax will not be accepted. No tender in torn condition or in unsealed covers will be accepted. All documents must be delivered at the same time and no further documents will be accepted past the above-mentioned time and date unless otherwise decided by IPL (in its discretion) in the case of exceptional circumstances. The Eligibility Letter and Affidavit should be enclosed in one envelope clearly labelled "Envelope A - Eligibility Letter and Affidavit". The Licence Bid Form, the Theatrical Rights Agreement and the supporting documents referred to in paragraph (e) above should be enclosed in a separate envelope cleady labelled 'Envelope B -Licence Bid Form together with supporting documents)". 8.3. The outer envelope containing the Tender Documents must be sealed and marked as follows: Invitation to Tender - Indian Premier League Theatrical Rights Attn of: Mr. Lalit Modi Chairman and Commissioner, lPL. There should be nothing on the outside of the envelope containing the Tender Documents which identifies or indicates the identity of the Bidder. 9. SELECTION OF WINNING BIDS 9.1 Each Bidder must, as part of its Bid, speci! the following information by the completion of a document in the form set out in Schedule 4 (the "Licence Bid Form"): (a) The Licence Fee that it is offering to pay for the exclusive Theatrical Rights in respect of all the Matches of the League in Seasons 2010 to 2019 (inclusive) Year wise. The attention of Bidderc is drawn to the fact that the proposed Licence Fee included in the Bid shall be a minimum of US$ 2.0 Million (Two Million US dollars) Per Year and any Bid which includes a Licence Fee lower than said aum will be summarily rejected; (b) Full details of its plans and proposals for the commercial exploitation of the Theatrical Rights. 9.2 IPL strongly recommends that an authorised signatory from each Bidder shall be available in Bangkok on 12'n November 2009 at 11 am to provide any clarifications as may be necessary arising from their Bid, such clarifications to include possible re-Bids as contemplated below. lf any Bidder is unable to ensure that such an authorised representative is so available then it should inform IPL in a timely fashion of contact details for a person who will be authorised to submit re-Bids in the event of tied Bids (see Section 9.3 below). The failure of a Bidder to be so available will result in such Bidder failing to be able to submit such a re-Bid and in such circumstances such Bidder will be liable to be rejected. 9.3 An exclusive Licence for the commercial exploitation of the Theatrical Rights in respect of all the Matches of the League to be held in Season 2010 - 2019 will be awarded by the IPL in its sole and absolute discretion. For the avoidance of doubt. the IPL is not obliged to accept the highest monetary ofier. 9.4 In the event of the Licence Fee included in a successful Bid being increased as a result of a re-bid then the relevant Bidder will immediately be required to endorse an amendment to the relevant signed Theatrical Rights Agreement to reflect such increased Licence Fee. Failure to comply with this requirement may (in IPL's IPL Theatrical ights ITT 2010 onwards discretion) result in the Licence being awarded to another Bidder and the Performance Deposit of the first-mentioned Bidder being forfeited- 9.5 The successful Bidder who is awarded the Licence must pay the Licence Fee for each year in the following instalments : . 30 days prior to the first Match in the League each Year - 50% of the License Fee for the Year. . 90 days Post Last Match of the League each Year - Balance 50% of the License Fee for that year. 9.6 By submitting a Bid, each Bidder irrevocably agrees to the above-mentioned process for the selection of winning Bids for a Licence. 9.7 The Bids will be opened and awarded in Bangkok on the 12'n of Nov 2009. 10. GENERAL 10.1 No warranty or representation (express or implied) as to the reliability, completeness or accuracy of the information in this document or any other information at any time made available to the Bidder is given by IPL or any other person. Accordingly, each Bidder and recipient of this ITT shall be responsible for verifying the accuracy of all information contained in this lfi and for making all nec€ssary enquiries prior to the submission of its Bid. Neither IPL nor BCCI nor any of its/their associates, agents, employees or representatives will be liable for any claims, loss or damages suffered by any Bidder, prospective Bidder or other recipient of this ITT as a result of reliance on any information contained in either document or otheruise. 10.2 In furnishing this invitation, IPL does not undertake or agree to or acknowledge any obligation to provide to the Bidder any additional information or any roving queries or to update this ITT or to correct any inaccuracies in it which may become apparent. 10.3 Neither the issue of this ITT nor any part of its content is to be taken as any form of commitment or acknowledgment on the part of IPL to proceed with any Bid or any Bidder and IPL reserves the unfettered right to annul, terminate or reject any Tender or to vary or terminate the tendering procedure at any time or stage without giving any reasons. 10.4 IPL reserves the unfettered right and absolute discretion at any time and without any liability whatsoever to any Bidder: (i) To cancel the entire tendering process at any stage prior to the execution by BCCI/IPL of a binding Theatrical Rights Agreement without giving any reasons; or (ii) To amend, vary, waive and/or modify any or all of the terms and conditions of this ITT (including the Theatrical Rights Agreement) without any reason or prior notice whatsoever being provided to any Bidder. 10.5 IPL shall not, in any circumstan@s whatsoever be responsible or liable in any manner or mode by whatever name called or described for any costs, losses or expenses of any kind whatsoever incurred or suffered in connection with or as a consequence of the preparation or delivery of any Bid, or compliance with any of the requirements of the this ITT by any Bidder. lPL Theatrical rights ITT 2010 onwards 10.6 Any concealment of material fact by or on behalf of any Bidder shall lead to disoualification of the Bidder. 1O.7 The grant of any Licence shall be conditional upon the Bidder entering into a binding Theatrical Rights Agreement (togethor with any agreements to be entered into by the Licensee as contemplated by the Theatrical Rights Agreement) and not otheMise. 10.8 No Bidder (or any person in any way connected with or acting on behalf of a Bidder) shall take any action which is intended or likely to influence the award of the Licence and any such action shall result in the immediate disqualification of the relevant Bid. 11, ACCEPTANCEOFTERMSANDCONDITIONS 11.1 Each Bidder irrevocably and unconditionally accepts and agrees that by submitting a Bid: (a) lt agrees to be bound by the terms, conditions and obligations set out in this ITT and in the Theatrical Rights Agreement when executed; (b) it has read and understood, and agrees and accepts, the provisions and procedures, and terms and conditions (including the outcome) of this ITT; and (c) waives its entitlement to seek injunctive or equitable relief in respect of this lTT, this tender orocess and the subiect matter of this ITT 12, CONFIDENTIALIW 12.1 All information of whatever nature and in whatever format contained within any Bid and/or any response or clarification (whether oral or written) provided by IPL to any Bidder during the bidding process, (the Confidential Information) is and shall be kept strictly confidential by the Bidder. 12.2 Accordingly, in mnsideration of IPL allowing that Bidder to participate in the bidding process for a Licence, each Bidder accepts that, by submitting any Bid(s), it is agreeing: (a) to keep all Confidential Information private and confidential and to use any and all Confidential Information solely in order to consider and/or to make a Bid, in order to seek to obtain a Licence and in order to take part in discussions with IPL as part of the bidding process; and (b) Not to disclose, distribute or reveal any Confidential Information to any person other than to those persons who are required to receive and consider the same for the purpose of formulating the relevant Bid(s) and/or their professional advisers under conditions of confidentiality. 12.3 Confidential Information shall have the meaning ascribed to it in Paragraph 2 of the Eligibilig Letter. 13. GOVERNING LAWAND DISPUTE RESOLUTION 13.1 This ITT shall be governed by, and construed in accordance with Indian law. 13.2 lf any dispute arises under this document which cannot otherwise be amicably resolved between the parties, such dispute shall be submitted to arbitration and IPL Theatical rights ITT 2010 onwards conclusively resolved by a single arbitrator appointed by mutual consent. lf the parties are unable to agree upon the identity of the arbitrator then he shall be appointed by The President of the Mumbai Bar Association. Both parties shall share equally the costs, fees and other expenses of the single arbitrator appointed by them in accordance with The Arbitration and Conciliation Act, 1996, or any statutory modification or re-enactment then in effect. 13.3 The venue for arbitration shall be Mumbai and the arbitration shall be conducted in the English language. 13.4 The decision of the arbitrator shall be in writing, and shall be final and binding upon the parties. Each party shall bear its own lawyers' fees and charges and shall pay one half of the costs and expenses of such arbitration, subject always to the final award of the arbitrator as to costs. 13.5 Each of the parties hereby acknowledges and agrees that its failure to participate in arbitration proceedings in any respect, or, to mmply with any request, order or direction of the arbitrator, shall not preclude the arbitrator proceeding with such arbitration and/or making a valid final award. 13.6 BCCI andior IPL (but not any Bidder) shall have the right to bring an action seeking injunctive or other equitable relief before the Courts of Mumbai if it reasonably believes that damages may not an adequate remedy for any breach by any Bidder of the terms of this lTT. IPL Theatrica! ights ITT 2010 onwards SCHEDULE r (rTT) GLOSSARY OF TERMS The following terms shall have the meanings ascribed to them in this lTT. Words and expressions which are defined within this ITT shall have such meaning when used in this lTT. BCCI means The Board of Control for Cricket in India. Bid means a written offer to acquire an exclusive Licence to commercially exploit the Theatrical Rights during the Term, and which is submitted to IPL subject to, and in accordance with. the terms and conditions of this lTT. Bidder means any person who submits a Bid or Bids to IPL in response to this lTT. Bid Process means the procedure described in Section L Brand Guidelines means those regulations, restrictions and limitations issued from time to time by, or on behalf of, IPL relating to the use and reproduction of the official titles, trade marks and logos of the lPL, any Match, any IPL team, and such other persons as may be specified by lPL. Broadcaster Guidelines means those regulations, restrictions and limitations issued from time to time by, or on behalf of, IPL relating to production, distribution and transmission of any Match (in full or in part) (including the imposition of any on-screen graphics, adverts or commercial or sponsored features) and/or the marketing, promotion or advertising of any Match, Player Auction to the extent only that such regulations, restrictions and limitations do not conflict with the terms of this Agreement or adversely affect the value of the rights granted to Licensee hereunder, or the ability of Licensee to fully exploit such rights to any material extent and/or the use of any imagery, representation or likeness of any player, manager, coach or official of any Team. Broadcast Sponsorship Opportunities means any sponsorhip, promotional or other opportunities available to any person to associate itself (including by way of any verbal, textual or graphic form) (directly or indirectly) with any transmission, delivery or exhibition of any Match (or any part thereof, and including any trailers or promos in respect of same) or made or provided pursuant to this Agreement, including any on-screen identification (including any visual, verbal or musical identification), billboards, breakbumpers, on-air messages such as squeezebacks, tickers, split screens, pop-ups or otherwise and Broadcast Sponsor shall be construed accordingly. Business day means any day (excluding Saturdays and Sundays) on which banks in Mumbai are generally open for business. Competitor means any person whose business involves the provision of services or the sale, manufacture or distribution of goods which fall within the same category of goods or services as those provided, sold, manufactured or distributed by (as relevant) the Title Sponsor or Official Soonsor. Eligibility Letter or Letter of Eligibility means the letter to be submitted by each Bidder in the format provided in Schedule 2 of thls lTT. IPL Theatrical rights ITT 2010 onwards Fixed Media Rights means all rights to exhibit, exploit and/or distribute the Matches by means of any magnetic, electronic or digital storage devices including, without limitation, DVDS, HDVD, VHS cassettes, CD-Roms, datacards, PSPs and laser discs. Graphics Package means any graphics (including statistical information and commercial identifications) inserted into the Feed by or on behalf of Licensee or (as the case may be) Licensor. HD Feed means the live and continuous moving image video signal of a standard and specification consistent with the presently accepted standard and specification of international broadcasts of international cricket matches of each Match (including any opening or closing ceremony) in 16:9 aspect ratio with minimum resolution of 72Op, incorporating slow motion replays, titles and any graphics selected by, or on behalf of, Licensor, with international commentary in English and in other regional languages at the request of Licensee, and with integrated international ambient sound and audio on a separate track; InflighUOn-board Rights means all rights to transmit, deliver and/or exhibit, by means of any media whatsoever, the Matches for reception andior exhibition by means of any in-flight or on- board entertainment system aboard any aircraft, ship, train or other form of transport anywhere in the world. Intellectual Property means all copyright and other intellectual property rights howsoever arising and in whatever media used or reproduced (whether such media is now known or hereafter devised), whether or not such rights are registered or capable of registration, including copyright, trade marks, service marks, trade names, registered designs, domain names and any applications for the protection or registration of such rights and all renewals and extensions thereof throughout the world. Internet means the system making use of the TCP/IP software protocols known as the intemet or the worldwide web whatever the communications links may be which connects the user (including by way of fixed, mobile, DSL, ISDN, UMTS WiMax or other broadband links) including any developments in such protocols or any other protocols which may be developed which give equivalent, reduced or enhanced functionality compared with such protocols. lnternet Delivery means the delivery or provision of access to audio and/or visual material for reception and viewing in an intelligible form using the Internet by means of a website which is accessible by the general public within the Territory via a URL and lP address (on a VOD or linear basis), including any similar, related or derivative technology now known or devised or invented in the future. lnternet Rights means the right to transmit, broadcast, deliver and/or exhibit in full or in part the Matches in the Territory and throughout the Term, by means of Internet Delivery for reception and exhibition in the Tenitory on Television Sets. ITT means this Invitation to Tender document together with all Schedules which form part of it. Licensee means the successful Bidder which is awarded the grant of the Theatrical Rights. Live Feed Insertions means the insertion of statistics, features and non-commercial identifications (including scrolls, pop ups and other forms of promotional and informative insertion) in the live Feed by or on behalf of Licensor. IPL Theatrical ights ITT 2010 onwards Matches means the number of twenty overs per side cricket matches forming part of and comprising each of the IPL Season 2010 onwards, including any opening and closing ceremonies, this being a minimum of 59 in each Season starting 2010. Mobile Broadcast Technology means each wireless standard or technology for the broadcast of audiovisual images to Mobile Devices including DVB-H, DAB, DMB-T, DMB-S, ISDB-T and Qualcomm's MediaFlo technology and similar, related or derivative standards or technologies devised or invented in the future. Mobile Communicationa Technology means any mobile wireless communications technologies with radio frequency spectrum in any band to enable or facilitate the delivery of, amongst other things, audiovisual content to Mobile Devices for reception and viewing in intelligible form including, General Packet Radio Services (GPRS), Global System for Mobile Communications (GSM), Universal Mobile Telecommunications System (UMTS) and any similar, related or derivative technology now known or devised or invented in the future. Mobile Delivery means the delivery or provision of access to audio and/or visual material and/or audio-visual material for reception and viewing in an intelligible form by means of Mobile Broadcast Technology and/or Mobile Communications Technology. Mobile Device means any handheld portable personal device (whether now known or hereafter developed) which is primarily designed or adapted to be capable of being used while in motion and which when connected to a mobile communications network uses Mobile Communications Technology in order to send and receive voice and data (including without limitation audio and audiovisual content). Mobile Rights means the right to deliver or provide access to the Matches in the Territory during the Term, for reception and viewing in an intelligible form on a Mobile Device where the communication link(s) used in such delivery comprises, at least in part, Mobile Communications Technology and/or Mobile Broadcast Technology. Official Sponsors means any person to which IPL grants any marketing or other association rights in relation to any Match or the lPL, including without limitation the umpire sponsor and official suppliers of the League appointed by IPL at anytime, but excluding the Title Sponsor. Person means any company, firm, partnership, unincorporated association and any other entity of any kind whatsoever. Season shall mean the period of time in each year during which the League shall take place. Television Delivery means the delivery of audiovisual material for reception and viewing in an intelligible form by means of satellite/DTH television, cable television, closed loop lPry, analogue and digital terrestrial television and any similar, related or derivative technology now known or devised or invented in the future (and in each case including without limitation by means of Video-On-Demand, Pay-Per-View and including any recording via DVR and PVR); Television Rights means the right to transmit, broadcast, deliver andior exhibit the Matches in full or in part in the Tenitory and during the Term, by means of Television Delivery for reception and exhibition in the Territory on Television Sets; Television Set means any television set, personal computer or laptop, or similar fixed or portable monitor, and including any television receiver, whether handheld or installed in a vehicle, which does not have, and operates and functions independently of any device with, any built-in telephony or other two-way communications capability; IPL Theatrical rights ITT 2010 onwards Thealrical Rights Agreement means the wriften agreement to be entered into between IPL and the successful Bidders in the form supplied to recipients of this ITT (including the form of any agreements or other documents attached or to be attached thereto and as the same may be amended by IPL). Title Sponsor means the title sponsor of the lPL, namely DLF or any replacement thereof. Venue means, in respect of a Match, the stadium, ground or place at which such Match is to be played or staged in so far as these are owned and/or controlled by lPL, always to the extent that such areas are within the control of IPL (including, but not limited to, the pitch where play takes place, the areas surrounding the pitch, the stands, passageways, walkways, staircases, lifts, bars, toilets, boxes, gantries, walls, windows, seats, boundaries, floodlights, media facilities, electronic scoreboards and replay screens, roofs, shops, car parks and other areas in and around the stadium grounds or places and airspace above these static or moving objects outside such stadium, ground or place; any security perimeter established by, or on behalf of, IPL and other land forming part of such stadium, ground or place); and any other areas notified in writing to Licensee by lPL, and 'Venues' shall be construed acmrdingly. IPL Theatrical ights ITT 2010 onwards SCHEDULE 2 (ITT) LETTER OF ELIGIBILITY Fo be typed on Biddeds Letterheadl I I200t1 Indian Premier League Cricket Centre Wankhede Stadium Marine Lines Mumbai 400020 lndia For the attention: Mr. Lalit K Modi / Mr. Sundar Raman Dear Sirs, INVITATION TO TENDER _ THEATRICAL RIGHTS TENDER - SUBMISSION OF ELIGIBILITY We, [name]l, acknowledge receipt of the Invitation to Tender dated ldatel ('lTT") and fully understand and accept the terms, conditions and procedures set out therein. In accordance with the requirements of the lTT, we hereby submit an inevocable and unconditional offer to acquire an exclusive Licence to commercially exploit the Theatrical Rights included in the Licence Bid Form submitted with said offer (the "Bid"). We confirm that: r We accept the terms, conditions and requirements without any reservations or amendments contained in the ITT; . As part of this Bid we have enclosed a signed Theatrical Rights Agreement, which is unaltered from the fonn provided by the IPL (save for the inclusion of our name, address and the Licence Fee) and we hereby irrevocably and unconditionally accept the terms and conditions set out in each such Theatrical Rights Agreement and agree to be bound by the same. . No element of this Bid is conditional upon any event, fact or circumstance other than the acceptance by IPL of the offer contained in this Bid. Capitalised expressions used in this Bid shall have the same meaning ascribed to them in the ITT unless otheruise exoresslv defined in this Bid. I. INFORMATION RELATING TO BID EVALUATION Please find enclosed with this Bid full details and supporting documents (where applicable) in respect of the following: ' Please provide the full name ofthe Bidder. In case ofa Consortium Bid, provide full name ofeach member of the consortium. IPL Theatrical rights ITT 2010 onwards 1.1 Corporate Structure of the Bidder 2 (a) Incorporation Date, Registered Office and Registered Number of the Bidder; (b) Details of all shareholders in the Bidder; (c) lf the Bidder forms part of a group of mmpanies, an organisation chart of such group including details of those persons who are the ultimate controllers of the Bidder: (d) Details of the Directors and senior management who will be responsible for the Licensee's activities: (e) Certified true copies of all constitutional documents relating to the Bidder including certificate of incorporation, memorandum and articles of association (or other equivalent constitutional docum6nts) or partnership deed. 1.2 Details of Performance Deposit We have submitted to IPL the requisite Performance Deposit as per Section 7.1 of the lTT, the details of which are provided below: Name of Bank: Number and Date of the Bank Draft Amount: 1.3 Terms of Consortium Arrangements, if applicable Where the Bid is submitted by a Consortium the relevant terms of the Consortium arrangement must be provided herein. 2. CONFIDENTIALITY 2.1 'Confidential Information" means all information in whatever form (including, without limitation, written, oral, visual or electronic) relating directly or indirectly to the content of the discussions between IPL and the Bidder relating to this Bid and/or the fact that. the parties are discussing this Bid and the status of those discussions and/or the existence, nature and terms of this Bid, or any subsequent discussions, agreements or arrangement relating thereto, and all information (whether of a technical nature or otherwise) relating to the business or affairs of IPL and BCCI (and/or its/their commercial partners, or associated or subsidiary entities) as may be communicated to us during the tender process and any subsequent discussions which take place between IPL and us. 2.2 We agree to keep confidential, and shall not disclose to any person (including, without limitation, the press and media), any and all Confidential Information which has been, or may be, disclosed to us by, or on behalf of, IPL or BCCI except insofar as the Confidential Information: (a) is required by a person employed or engaged by us in conneclion with the preparation of our Bid in which circumstances we shall ensure that any such person complies with our obligations in relation to Confidential Information referred to in this letter as if such person were a signatory to this letter; or ' The information rcquired hereunder should also be provided in relation to each member of a consortium (if appropriatQ. Ary Bidder who is an individual may ignore this section. IPL meafical rights ITT 2010 onwards (b) ls required to be disclosed by law or by applicable regulation, or any valid order of a court of competent jurisdiction, or at the request or direction of any governmental or regulatory authority or agenry. Without prejudice to the foregoing and unless IPL chooses otherwise, we covenant with, and undertake to, IPL that no announcement or statement howsoever relating to our Bid(s), or our discussions with IPL in relation thereto shall be made by us, or on our behalf, without the prior written approval of IPL (such approval to be given or withheld at IPL's sole discretion). Any disclosure of Confidential Information permitted under this paragraph 2 shall be in confidence, and shall only be to the extent that any persons to whom the information is disclosed need to know the same for the performance of their duties. We shall procure that all such persons are aware of, and comply with, such obligations of confidentiality. We hereby undertake to IPL and BCCI to use the Confidential Information solely in connection with the preparation of our Bid and not otheMise for our own benefit or the benefit of any third party. 3. GENERAL 3.1 We acknowledge that we are solely responsible for all msts, expenses and liabilities incurred by us in the preparation and submission of this Bid, any responses to requests for further information by or on behalf of IPL and any discussions with IPL and/or its associates following receipt by IPL of this Bid (whether or not a Theatrical Rights Agreement is entered into by us). 3.2 We warrant, represent and undertake to IPL and BCCI and its/their associates that: (a) the information contained in this Bid and otherwise provided to IPL and/or its associates during the tender process is, and shall be, complete and accurate in all respects and is not, and shall not be, false or misleading in any way; and (b) lf, following submission of this Bid there are any changes in our circumstances that may affect any of the information contained in this Bid, we shall promptly notify IPL in writing setting out the relevant details in full. 4. GOVERNING LAW AND ARBITRATION 4.1 We acknowledge and agree that this Bid and the entire tender process shall be governed by, and construed in accordance, with the laws of India. 4.2 Any disputes arising in connection with our Bid and the tender process (or any part thereo0 shall be resolved in accordance with Section 13 ofthe lTT. For and Behalf of' Name Designation Date 3 To be signed by the Bidder and each Consortium Member, ifapplicable IPL Theatical ights ITT 2010 onwards SGHEDULE 3 (rTT) AFFIDAVIT TO BE ATTESTED/NOTARISED ON YOUR COMPANY'S LETTERHEAD AFFIDAVIT l, [Name of Authorised Representative], [Designation of Authorized Representativel of [Name of Bidderl having my office at [Addressl do hereby declare solemnly afiirm and state as follows: 1. I solemnly state and declare that I am providing the true and correct details of the Bidding Company for the purpose of the Bid as required by the Invitation to Tender. 2. I state that the contents of the Bid are true and @rrect to the best of my knowledge based on the original records maintiained by the company. I further declare that no material information has been concealed. List of Annexure: Solemnly affirmed at On this _ day of IPL Theatical tuhts ITT 2010 onwards SCHEDULE 4 0TT) L]CENCE BID FORM FO BE TYPED UP ON THE BIDDER'S LETTERHEAD] Indian Premier League Cricket Centre Wankhede Stadium Mumbai 400 20 lndia Dear Sirs, We write in connection with our Bid for the Theatrical Rights in response to the ITT dated I l. The details relating to us and our Bid for a Licence are as follows. Full Name of Bidder: Address of Bidder: Tel No.: Fax No.: Email: Named Representative of Bidder: Licence Fee (to be fiiled in the table below) Year Minimum fee Bid amount {USD Mn) (USD mn) 2010 2 20't1 2 2012 2 2013 2 2014 2 2015 2 2016 2 2017 2 2018 2 20{9 2 TOTAL 20 IPL Theatical ights ITT 2010 onwarcls The Licensee Fee should be the total sum which shall be payable for the 2010 - 2019 Seasons. The Performance Deposit shall, if the Bidder is successful, be replaced by Bank Guarantee as in schedule 7 in accordance with clause 7.1 ofthe lTT. By signing and submifting this Licence Bid Form we hereby irrevocably and unconditionally agree: (a) To comply by the terms set out in the ITT; (b) That if we are awarded the Licence in circumstances where the Licence Fee specified in our Bid delivered to IPL has increased as a result of us submitting a re-bid then we agree immediately to take such steps as shall be necessary to confirm / endorse the amendment of the amount of the Licence Fee to reflect the above-mentioned increase and until such time as we have taken such steps we shall remain bound by the terms of the Bid as originally submitted by us; (c) where required to do so by IPL we shall procure that a parent company of sufficient financial standing as is reasonably acceptable to IPL guarantees our obligations under the Theahical Rights Agreement; and (d) Provide the Bank Guarnatee as annexed as per Schedule 7 on signing of the Theatrical Rights Agreement in accordance with clause 7.1 of the lTT. [Set out detarls of proposed exploitation of the rights] Yours faithfully For and on behalf of IFull name of Bidderl IPL Theatical rights ITT 2010 onwards SCHEDULE 5 Terms and conditions applicable to the exercise of the Theatrical Riqhts The terms and conditions aoolicable to the exercise of the Theatrical Riqhts. that shall be incorporated into the Theatrical Riqhts Aoreement. shall include the followinq: 1. Access to Feed i) IPL shall make the high definition feed (referred to in this ITT as'HD Feed') available to Licensee (from not later than | 0 minutes before the start and until not earlier than 10 minutes after the end of the relevant Match) at Licehsee's uplink facility in India and intemationally, without any charge levied by or on behalf of IPL or any third party for the production of the Feed or for such access. ii) Licensee shall be responsible at its own cost for making all necessary arangements for the onward transmission, delivery and distribution of the HD Feed, whether by satellite or other means, for reception by or on behalf of Licensee in the Territory at the venues at which the Theatrical Rights are to be exercised. iiD Licensee recognizes the fundamental importance of preserving the security and integrity of the signal of the HD Feeds. Accordingly, Licensee hereby undertakes to IPL that it shall only use such methods and routing for transmission and/or relay of the HD Feed to the Territory as shall be reasonably directed by IPL or which have been approved by IPL in writing or are used by any other of IPL's licensees. IPL hereby undertakes to Licensee that it shall use all reasonable commercial endeavours to ensure that the rates for using such methods and routing directed by IPL shall be normal market rates. Virtual Advertising (i) The Licensee agrees that it will not alter or add to the content of the HD Feed whether electronically or otherwise so as to remove, change or obscure any in-Venue advertising, any Graphics Package or Live Feed Insertions incorporated into the Feed by or on behalf of the IPL in accordance with this Agreement, save and to the extent as may be required to comply with applicable Law. ln respect of any transmission of Matches (in full or in part), the Licensee shall not insert any'virtual advertisements" on the field of play during any Match play save as otheMise may be required to comply with applicable Laws and advertising restrictions in the relevant part of the world. 3. Quality and Integrity of Transmission (i) The Licensee shall ensure that all of its transmissions of Matches (in full or in part), and the transmissions of any sub-licensee, shall be of a quality and standard generally to be expected of a leading premium sports content provider within the relevant territory. (ii) Licensee shall comply, and shall procure that all sublicensees comply, at all times with the prevailing Guidelines as may be issued by IPL from time to time during the Rights Period. (iii) Licensee shall ensure that any Live Feed Inserlions and/or Graphics Package incorporated into the Feed by or behalf of IPL are transmitted and displayed without modification save as may be required to comply with applicable Laws. License acknowledges that any and all revenue generated by such Live Feed IPL Theatrical rights ITT 2010 onwards Insertions and/or Graphics Packages incorporated into the Feed by or on behalf of IPL shall accrue solely to lPL. (iv) For the avoidance of doubt, Licensee shall be entitled to incorporate adverts and commercial graphics and messaging in breaks between overs provided in all cases such adverts or commercial messages are in accordance with the Guidelines. (v) Licensee shall be permifted to appoint, and to permit its Sub-Licensees to appoint, Sponsors subject to the terms and conditions of this Agreement, and in particular, the provisions of sub-paragraph (vi) below. (vi) Licensee acknowledges and agrees that it shall not select or appoint any Sponsor (a) in relation to the primary product category of the Title Sponsor, without first offering and providing the Title Sponsor with an opportunity to purchase such Sponsorship, and shall not in any event appoint a Sponsor in relation to that product category, without giving the Title Sponsor a reasonable last opportunity to purchase such Sponsorship (being no less than five (5) days from the date that such last opportunity is notified to the Title Sponsor, unless such notification is within ten (10) days of the first scheduled Match of the relevant Season, in which case such time period as is reasonable). For the avoidance of doubt, if the Title Sponsor declines to purchase such Sponsorship, Licensee may appoint as Sponsor a person who is a Competitor of the Title Sponsor. For the avoidance of doubt the provisions of this sub- paragraph (vi) shall not apply to sales of airtime around Licensee's transmissions of the Matches, which airtime Licensee shall be entitled to sell to Competitors of the Title Sponsor and without providing Title Sponsor a first and last right to purchase such airtime; and (b) in relation to the primary product category of a fficial Sponsor, without first offering and providing such Official Sponsors with an opportunity to purchase such Sponsorship package and shall not, in any event, appoint a Sponsor in relation to that product category on terms more favourable than those offered to the Official Sponsors without first offering and providing the Official Sponsors with a reasonable opportunity to accept the same favourable terms. For the avoidance of doubt, and to give commercial effect to this clause, Licensee shall not stipulate or impose any condition or restriction on the purchase of any Sponsorship package or opportunity in or around any Match or Footage to the effect that any Title Sponsor or Official Sponsor must purchase sponsorship and/or commercial airtime and/or other promotional or advertising opportunities or inventory from Licensee (or any Sub-Licensee) in relation to any other programme or event. (vii) All copies of contracts to demonstrate access to a minimum of 750 cinema halls in India installed with equipment capable of receiving and exhibiting the HD Feed must be sent to lPL. Failure to do so will resuh in cancellation of the agreemenl. IPL Theatdcal ights ITT 2010 onwards SCHEDULE 6 INDICATIVE FIXTURE SCHEDULE WILL BE PROVIDE IN TIME IPL Theatical ights ITT 2010 onwarcls SCHEDULE 7 BANK GUARANTEE FORMAT (FORMAT OF GUARANTEE TO BE ISSUED BY ANY BANK OF NATIONALIZED OR GLOBAL REPUTE ACCEPTABLE TO BCCI IN ITS SOLE DISCRETION) IPL Board of Control for Cricket in India Cricket Center Wankhede Stadium Mumbai 400 020 India L In consideration of [insert the Licensee's name], a company registered under the Companies Act, 1956 and having its principal place of business at [insert registered address of the Licensee](hereinafter called "[insert]" which expression shall unless repugnant to the subject or context mean and include its successors in office, executors, adminishators, permitted assigns and the like) having been granted certain rights for the 2010 to 2019 seasons of the Indian Premier League (inclusive) and expiring after the final match ofthe 2019 Indian Premier League under the terms and conditions of Contract dated ( ) - Novernber 2009 (hereinafter called '1he said contract"), executed with the Board of Control for Cricket in India, a society registered under the Tamil Nadu Societies Registration Act and having its head quarters at Cricket Centre, Wankhede Stadium Mumbai 400020 (hereinafter called "BCCI" which expression shall unless repugnant to the context or meaning always mean and include its successors in office, executors, admiflistrators, permitted assigns and the like). [Insert Licensee name] is, inter aliq obliged to provide a Bank Guarantee to "BCCI" as herein provided for Rs.[ I Crores (Rupees I I Crores only) in order to guarantee the due fulfilment by [insert Licensee's name] ofthe terms and conditions ofthe said contract. 2. Unsert Licensee name] has requested us to issue the said guarantee and at said request and on receipt of suflicient consideration by us, we, ...... (name of the bank) (constituted and established under) having our office at ...... (Phone No.: Fax No:...... ) (Hereinafter referred to as "the said bank" which expression shall unless repugnant to the subject or context mean and include its successors in office, execulors, administrators, permitted assigns and the like) have agreed to give such guarantee as hereinafter mentioned. 3 We hereby irrevocably and unconditionally undertake and agree with BCCI that if and wherever any default is committed by [insert Licensee name], in performing any of the tenns and conditrons ofthe said contract including non payment of any money payable to BCCI, we shall as a primary and direct obligarion upon receipt of first demand in writing fiom BCCI without any demur, any reservations, contest, recoulse or protest and./or without any reference to [insert Licensee name] pay to BCCI a sum not exceeding Rs. I I Crores (Rupees I I Crores only), either in full or in part, in such nanner as BCCI may direct from time to time. Any such claim made by BCCI on us shall be final, conclusive and binding notwithstanding any difference or any dispute between BCCI and [Insert Licensee name] or any other legal proceedings, pending before any Court, tribunal, arbitrator or any other authority. 4 BCCI shall have the full liberty, without r€ference to us and without affecting this guarantee, to postpone at any time or from time to time and for any period the exercise of any of the powers IPL Theatrical rights ITT 2010 onwards and/or any rights conferred on BCCI under the said contract, which under the Law relating to the Sureties would but for this provision have the effect ofreleasing us. The guarantee herein contained shall not be determined or otherwise affected in any way (a) by the liquidation or winding up or dissolution or change(s) in constitution of [insen Licensee name] (b) by any forbearance by BCCI whether as to payment, time, performance or otherwise, or by any other indulgence or matter of whatever nature accorded by BCCI to linsert Licensee name]; (c) by anything which would have discharged us (wholly or in part) ofour obligations under this guarantee or which would have afforded us any legal or equitable defence, , but shall for all purposes be binding and operative until payment of all monies due to BCCI in respect of the said contract is made in accordance with the terms thereof or until its expiry or termination, whichever is earlier. This guarantee shall be irrevocable and shall remain valid up to 3l"r August 2019 with a clain- period of two months up to 31"' October 2019. Notwithstanding anytling contained hereinabove: (a) Our liability under this Bank Guarantee shall not exceed and is restricted to Rs.I I Crores (Rupees f I crores only) (b) This Guarantee shall remain in force up to and including 31$ Ocrober 2019, (including claim period of Two month) (c) Unless the demand./claim under this guarantee is served upon us in writing before 5.00 pm Mumbai time on 31"'October 2019 all the rights of BCCI under this guarantee shall stand aulomatically forfeited and we shall be relieved and discharged fiom all liabilities mentioned hereinabove. A demand for payment under this guarantee shall be deemed to have been sufficiently made if a claim in writing is received sent by post or by fax or hand delivered to us at the addresVfax number with a copy to Licensee. 9 We shall not be entitled to assign this guarantee. l0 Pa).ments to be made under this guarantee shall be made in Rs without any deduction, withholding or set off of any kind. 11 This Agreement shall be govemed by and construed in accordance with the substantive laws of India. IPL Theatrical rights ITT 2010 onwards