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Case 1:07-Cv-02103-LLS Document 214-84 Filed 03/18/10 Page 10 of 12 Viacom International, Inc. v. Youtube, Inc. Doc. 122 Att. 2 A-201 Case 1:07-cv-02103-LLS Document 214-84 Filed 03/18/10 Page 10 of 12 Hunte. Sherree Full Name: Kent Walker Last Name: Walker First Name: Kent Job Title: Vice President & General Counsel Company; Google Business Address: 1600 Amphitheatre Parkway Mountain View, CA 94040 Business: Mobile: Business Fax: E-mail: E-mail Display As: Assistant: Becky Allen (temporary assistant) [email protected] Assistant Sarah Poteet temporary - back-up to Becky Allen) ---_._------_.. _---_... ... _._-_ ... _-._.------_ .._.-_ .. - ---- Confidential VIAO 1475474 Dockets.Justia.com A-202 Case 1:07-cv-02103-LLS Document 214-84 Filed 03/18/10 Page 11 of 12 ( VIACOJA) FAX COVER SHEET To: David Drummond Company: Phone: Fox: From: Michael Fricklas Company: Viacom Phone: 212-258-6070 Fox: 212-258-6099 Date: February 2, 2007 Pages including 4 this cover page: Comments: The information contained in or attached to this Facsimile message is intended only for tlte confidential use of the individual(s) named above and may be a privileged communication. If you are not the named recipient or an employee or agent responsible fOT delivering it to the named recipient, you are hereby notltied that you have received this document in error and that reView, dissemination or copying of this communication is prohibited. Uyou have received this communication in error, please notifY us immediately by collect telephone and return the original documents to us by mail. We will reimburse to you the cost of any such mailing. Thank you. 438084(1) 212/07 ---------_. __ ._---- Confidential VIAO 1475475 A-203 Case 1:07-cv-02103-LLS Document 214-84 Filed 03/18/10 Page 12 of 12 ( YIACOJA) FAX COVER SHEET To: Kent Walker Company: Google, Inc. Phone: Fax: From: Michael Fricklas Company: Viacom Phone: 212-258-6070 Fax: 212-258-6099 Date: February 2, 2007 Pages including 4 this cover page: Comments: The information contained in or attached to this Facsimile message is intended only for the confidential use of the individua\(s) named above and may be a privileged communication. If you are not the named recipient or an employee or agent responsible for delivering it to the named recipient, you are hereby notified that you have received this document in error and that review, dissemination or copying of this communication is prohibited. If you have received this communication in error, please notify us immediately by collect telephone and return the original documents to us by mail. We will reimburse to you the cost of any such mailing. Thank you. 438084(1) 2/2/07 .. --------------_._-,--- Confidential VIAO 1475476 A-204 Case 1:07-cv-02103-LLS Document 214-85 Filed 03/18/10 Page 1 of 4 Subject:Subject: FW:FW: YouTubeYouTube TermTerm SheetSheet From:From: "Lehman,"Lehman, Nicholas"Nicholas" <EX:/O=VIACOM/OU=MTVUSNCN=RECIPIENTS/CN=<U(:/O=VIACOM/OU=MTVUSA/CN=RECIPIENTS/CN= ONLINE/CN=MTVIjCN=LEHMANN>oNLINYCN=MTVI/CN=LEHMANN> To:To: Lehman,Lehman, NicholasNicholas Cc:Cc: Date:Date: Tue,Tue, 2525 JulJul 20062006 00:55:4500:55:45 +0000+0000 From:From: Cahan,Cahan, AdamAdam Sent:Sent: Monday,Monday, JulyJuly 24,24, 20062006 5:545:54 PMPM To:To: Patel,Patel, Kruti;Kruti; Witt, Witt, Jason;Jason; Lehman,Lehman, NicholasNicholas Cc: Bakish,Bakish, RobertRobert Subject: FW:FW: YouTube TermTerm SheetSheet firstfirst in in from from youtube. youtube. have have notnot eveneven lookedlooked over over yet. yet, pleaseplease keepkeep circlecircle small small for for nownow beforebefore folks folks start start formingforming opinions pre-negotiations From: Chris Maxcy [mailto:[email protected][mailto:[email protected]] Sent: Monday, July 24, 2006 11:59 AM To: Cahan, Adam; Bakish, Robert Cc:Cc:'zahavah';'Kevin 'zahavah'; 'Kevin Donahue' Subject: YouTube Term Sheet Adam & Bob, At long last, attached is a preliminary draft of the Term Sheet we've discussed. Please let me know when you are available to discuss. Best, Chris Chris Maxcy VP, Business Development YouTube, Inc. [email protected] 650.685.6402 www.youtube.com ListList ofof attachments:attachments: VaicomVaicom TermsheetTermsheet (7 2424 06).doe06).doc ~ DEPOSITIO~~ EXHIB\TEXHIBIT ~D~JI~' . 5 ~:Q) ~i7a3/6q(;;:5 /D~ CONFIDENTIALCONFIDENTIAL VlA00727695VIA00727695 ii A-205 Case 1:07-cv-02103-LLS Document 214-85 Filed 03/18/10 Page 2 of 4 ffighlyHirrhly ConfidentialConfidential ViacomlViacom/ You YouTube Tube (YT)~k'T) Term Term SheetSheet STRUCTURE:S3'HUCTUKE': ThisThis termterm sheet sheet summarizessummarizes thethe basic basic termsterms andand conditions conditions ofof a a proposed proposed contentcontent licensinglicensing agreementagreement betweenbetween Viacom,Viacom, Inc.Inc. ("Viacom")("Viacom") andand YYouTube, ouTube, Inc, Inc, ("YT").("YT"). ThisThis termterm sheetsheet is is notnot bindingbinding and and doesdoes notnot createcreate anyany rights rights oror obligationsobligations betweenbetween the the parties.parties. AnyAny agreementagreement betweenbetween the the partiesparties isis subjectsubject toto thethe executionexecution ofof definitivedefinitive documentation.documentation. TERM:TEIUCIP: TwelveTwelve (12) (12) MonthsMonths (the(the "Term"),"Terrn"), commencing commencing on __. VIACOMVIACOM DuringDuring the the Tenn,Term, Viacom shall provide the following: OBLIGATIONS:O~LIGATIONS': (a)(a) Worldwide licenselicense toto Viacom's domestic & internationalinternational catalog of short form videos on a streaming-only basis. (b) PeriodicXMLPeriodic XML feed (weekly or monthly) of the videos it licenses to YT ("Licensed Videos") & associated metadata, including electronic metadata updating the rightsrigl~ts designations (e.g. takedowns, new adds, etcetc...) ... ) for the Licensed Videos on the YT Site (hereintherein referred to as the "Service"). (c) Viacom shall be solely responsible for obtaining and paSring paying all necessary rights to the Licensed Content including but not limited to: (i) any third-~partythird-party publishing rights, other than any music public performance rights, required in connection with the use hereunder of any audio or visual compositions (embodied in the Licensed Videos on the Service, (ii) any necessary royaltiesroyalties to so-called "royalty" participants (e.g. actors, producers,producers, writers, etc.), (iii) any distribution rights, and (iv)(iv) anyany requiredrequired unionunion payments.payments. TheThe PartiesParties agreeagree thatthat YTYT shallshall bebe solelysolely responsibleresponsible forfor obtai~ingobtaining public public performanceperformance licenseslicenses inin connectionconnection withwith YT'sYT's useuse ofof musicalmusical compositionscompositions embodiedembodied inin thethe LicensedLicensed VideosVideos performedperformed onon thethe Service.Service. (d)(d) ViacomViacom shallrepshall rep andand warrantwarrant itsits ownershipownership to to thethe LicensedLicensed VideosVideos andand indemnify indemnify YTYT forfor anyany errors. errors. (e)(e) ViacomViacomshall shall be be responsible responsible forfor sellingselling advertising advertising onon thethe pagespages ofof the the ServiceService wherewhere users users cancan directly directly play play thethe LicensedLicensed Videos,Videos, the'l;Vatchthe 'Watch Pages".Pages". YouTubeY ouTube Confidential Confidential CONFIDENTIALCONFIDENTIAL VlA00727696VIA00727696 A-206 Case 1:07-cv-02103-LLS Document 214-85 Filed 03/18/10 Page 3 of 4 Viacom shall pay YT on a monthly basis an amount equal to the greater of COMPENSATIONCOMPENSATION Viacomshall pay YT on a monthlybasis an amountequal to thegreater of (i)(i) fifty fifty percent percent (50%) (50%) of of Viacom'sViacom's grossgross revenues revenues associated associated withwith any any advertisingadvertising oror sponsorshipssponsorships onon thethe WatchWatch Pages Pages and and (li)(ii) $0.005$0.005 per per exhibitionexhibition ofof eacheach LicensedLicensed VideoVideo onon thethe Service.Service. ViacomViacom shallshall provideprovide monthlymonthly revenuerevenue reportingreporting andand paymentpaSrment toto YTYT withinwithin thirtythirty (30)(30) daysdays afterafter thethe endend ofof eacheach monthmonth YTYT OBLIGATIONS OBLIGATIONS DuringDuring thethe Term,Term, YT shall provide the following: (a)(a) HostingHosting & streaming of the Licensed Videos via thethe Service.Service. Viacom shall retain the right to add or remove Licensed Videos fromfrom the Service at any time by updating thethe metadata associated with any Licensed Video(s) in the XML feed. (b) Co-branding:Go-branding: YT shall co-brand the video player on all Watch pages of the Service where the Licensed Content is available for viewing (mockups~ocE;ups to be provided). YT shall also provide Viacom with the following branding elements: i. YT shall prominently display in connection with the exhibition of each Licensed Video on the Sen;iceService a company logo of Viacom'sViacom's choice with an accompanying URL, and ii. Viacom may also choose a secondary text link to be displayed in connection with the exhibition of each Licensed Video. Secondary text links are configurable on a video by video basis and will take users to a site(s)site( s) of Viacom' as choosing (e.g. show website, etc.) (c)(c) Reporting: Within thirtythirty (30)(30) days after thethe end of each month, YT will renderrender reasonably detailed accountings showing the numbernumber ofof exhibitionsexhibitions ofof Licensed Licensed VideosVideos onon thethe Service. (d) ContentContent Claiming:Claiming: DuringDuring thethe. TermTerm YTYT shahshall de~7elopdevelop
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