ZM2012439 NHL News Access License Agreement

ZM2012439

NHL News Access License Agreement – Licenčná zmluva na spravodajstvo NHL

výpis zo zmluvy

Udeľujúci licenciu NHL Enterprices L -P- 1185 Avenue of the Americas, 15th Floor New York NY 10036 USA Nadobúdajúci licenciu Rozhlas a televízia Slovenska, Mlynská dolina, 845 45 Bratislava, Slovensko Územie : Slovensko, v nijakom prípade Nadobúdateľ licencie nesmie poskytnúť zábery používateľom na územie iného štátu. Jazyk slovenský Zmluvné obdobie začína sa dátumom tejto zmluvy a končí sa na konci sezóny NHL 2016/2017 Licencované zábery Spravodajstvo zo súťaže NHL - do 10 min. záberov zo zápasov NHL týždenne - nie viac ako 30 sek. zo zápasu denne, ani viac ako desať minút v rámci týždenného súhrnu Spôsoby vysielania Lineárna TV: Terestriálne/ lineárne, káblové a satelitné vysielanie Internet: Licencované zábery sa môžu distribuovať prostredníctvom internetu iba na primárnej stránke vysielateľa ako časť jeho spravodajskej ponuky aj zo záznamu maximálne 7 dní od TV distribúcie a v nijakom prípade ako samostatný program poskytujúci prístup k licencovaným záberom. Vysielanie musí byť geoblokované. Všetky ostatné práva sú zadržané. Exkluzivita licencie Poskytnuté práva sú neexkluzívne Počet vysielaní Licencované zábery sa môžu použiť v športovom spravodajstvealebo v spravodajských magazínoch, dvakrát v rámci licenčného obdobia Materiály, na ktoré sa NHL programy:? On the Fly, NHL Tonight alebo podobné programy vzťahuje licencia Nadobúdateľ licencie si môže odoberať programy aj zo spravodajských ponúk, napr. SNTV – tento prístup je však na náklady nadobúdateľa licencie. Copyright Nadobúdateľ licencie berie do úvahy, že copyright vlastní NHL a nadobúdateľ zabezpečí, že všetky správy o copyrighte v poskytnutých materiáloch budú začlenené do programu. Hlásenia Nadobúd ateľ licencie nahlási poskytovateľovi na základe jeho požiadania presný počet minút využitých denne a týždenne, brátane sekúnd použitých z jedného zápasu. Cena za licenciu 45 000, - USD Splátky 22 500, - USD po podpise zmluvy 22 500,- USD do 31.12.2016 IDEC: 616231006300000 617231006300000

Výpis: Melita Albrechtová

2.11.2016 aktualizovaný 14.11.2016

NHL NEWS ACCESS LICENSE AGREEMENT BASIC CONDITIONS

1. LICENSOR: NHL Enterprises, L.P. 1185 Avenue of the Americas , 15 th Floor New York, NY 10036 USA

2. LICENSEE: Rozhlas a televízia Slovenska Mlynska dolina 84545 Bratislava Slovakia

Contact: Melita Albrechtova

3. Licensor hereby grants to Licensee on the terms and conditions contained herein (the “ Basic Conditions ”), including those contained in the General Terms and Conditions attached hereto (together with the Basic Conditions, the “ Agreement ”), a non -exclusive license under copyright to telecast the Licensed Footage via the Methods of Distribution, in each case solely in the Licensed Languages and within the Licensed Territory, during the License Period.

4. LICENSED Rozhlas a televízia Slovenska BROADCASTERS:

5. LICENSED TERRITORY: Slovakia. In no event may Licensee market the Licensed Footage, any program containing Licensed Footage, or the ability (if any) of consumers to access the Licensed Footage or any such programs, outside of such Licensed Territory.

6. LICENSED LANGUAGES: Slovak

7. LICENSE PERIOD: Commencing with the date of this license and ending at the conclusion of the 2016/2017 NHL Season

8. LICENSED FOOTAGE: NHL News Access:

Up to ten (10) minutes of NHL game footage per week from each week of the NHL Season.

Notwithstanding anything to the contrary herein, in no event shall Licensee distribute more than thirty (30) seconds from any NHL game or more than ten minutes (10:00) of NHL highlights in the aggregate per week pursuant to the terms hereof.

9. METHODS OF Linear Television: Licensed Broadcasters may distribute via DISTRIBUTION: Terrestrial/ linear Broadcast/Cable/Satellite Television only.

Internet: Licensed Footage may be distributed via the Internet, solely on the primary website of the Licensed Broadcaster as part of their broader sports/news offerings, either (i) on a live, streaming basis of the entire program or (ii) on an on-demand basis for up to seven (7) days following DC: 4163679-4 the initial television distribution of the applicable program and only as a part of the program; in no event may Licensed Footage be distributed independently or in such a way as to effectively provide access primarily to the Licensed Footage. For clarity, Internet distribution will be subject to the other terms hereof, including Territorial restrictions, and must be geo -blocked accordingly. No syndication of the internet rights is permitted.

All Other Rights Reserved:

Any and all other methods of distribution not herein expressly granted to Licensee are reserved to Licen sor, including without limitation all a la carte television, pay-per-view, video-on-demand, other non-linear television distribution, home video (DVD, download, etc.) and video game rights, and any distribution via the internet (except as expressly license d hereunder), wireless, mobile and interactive media.

10. NON-EXCLUSIVE The rights granted to Licensee herein are non-exclusive. RIGHTS

11. LICENSED NHL News Access: TRANSMISSIONS: Licensed Footage may be used in Licensed Broadcaster’s regularly scheduled news or sports newsmagazine programs. Such programs utilizing the Licensed Footage may be transmitted up to two (2) times during the License Period.

12. LICENSED PROGRAM Licensee shall access the Licensed Footage via the NHL Network DELIVERY/ MATERIALS: program s, “On the Fly”, “NHL Tonight” (or similar programming), subject to the fees outlined herein.

Licensee may source the Licensed Footage from News Services (e.g. SNTV). Such acce ss shall be at Licensee ’s sole cost and expense.

13. COPYRIGHT NOTICES: Licensee acknowledge that the NHL owns the copyrights in and to the Licensed Footage and the Licensee shall include, and shall ensure that the Licensed Broadcasters include, all NHL copyright notices incorporated into any Licensed Program as delivered to Licensed Broadcasters.

Licensee shall ensure that the following notice (or such other notice as may be specified by Licensor from time to time) shall be included at least once as part of any broadcast of Licensed Footage by Licensee or any Licensed Broadcasters:

“To the extent permitted under applicable law, all rights to this broadcast are reserved and any rebroadcast, recording, retransmission or other use of this broadcast without the e xpress written consent of the National Hockey League is expressly prohibited. ® [2016] National Hockey League.”

This notice may be in any of the Licensed Languages, but if not in English Licensee shall provide a full transcription of the intended copyright notice to Licensor not less than 10 days in advance for Licensor’s review and approval.

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14. ON-SITE/ PRODUCTION: On-site and live game facilities (including play out/uplink/ interview areas) and coordination may be available to Licensee upon reasonable prior written request at Licensor’s sole discretion . Such facilities may require additional technical fees not included in this agreement.

All such on -site requests must be delivered to Licensor at least one week prior to the specific NHL Regular Season or Playoff game and at a date specified in writing by Licensor for Stanley Cup Final. All such requests are to be forwarded to Peg Walsh or a representative so designated by Licensor.

15. REPORTING: Upon request Licensee shall report to Licensor the exact amounts of Licensed Footage used on a daily and weekly basis, including per -game.

16. FEES: As consideration for the rights granted to Licensee herein, Licensee shall pay Licensor the following: USD $45,000

17. PAYMENT TERMS: Licensee shall pay the Fees to Licensor in accordance with the following payment schedule:

$ 22,500 USD shall be due and payable upon execution hereof, with the remainder of the Fees (i.e. $ 22,500 USD) due and payable on or before December 31, 2016 .

Licensee shall make the above payments to Licensor on or before the due dates thereof. All sums payable by Licensee herein shall be due and payable in US Dollars to the following address:

NHL Enterprises, L.P. 1185 Avenue of the Ame ricas New York, NY 10036 Attn: Frank Dowling

or at such other account or location as Licensor may hereafter designate in writing.

Except as expressly provided below, Licensee shall not deduct or withhold any tax from the Fees due to Licensor under this Agreement and all payments shall be net of any taxes, customs, bank, transfer or similar fees or charges. If, pursuant to the applicable tax law, a withholding tax is imposed on Licensee’s payments to Licensor, Licensee may deduct from such payments the appropriate amount of withholding taxes so imposed, on the express condition that:

a) Upon any determination by Licensee that withhold is required by applicable law, Licensee shall, before undertaking such withholding, inform Licensor thereof in writing. In the event that Licensor provides Licensee with a certificate of financial residence or any other applicable certificate for tax purposes in connection with the payments to be made by Licensee hereunder, Licensee shall pay invoices in full, with no withholding. If Licensor fails to submit any such certificate by the time payment is due hereunder, Licensee shall be entitled to deduct from the amount of the Fees due the amount of withholding tax in accordance with, and to the extent required by, the applicable laws of the jurisdiction where it is resident. Licensee shall in such case supply to Licensor, upon each invoice payment, a certificate of payment of the withholding tax, signed by the relevant authorities and stating the amount withheld and Page 3

paid, provided however, that if such documentation is not accepted by Licensee’s tax authorities, the amount of the payments shall be increase d so that they are received by Licensor net of the withholding; and

b) Licensee cooperates with and furnishes Licensor with any other information or documentation reasonably requested by Licensor from time to time so as to enable Licensor to adequately support any foreign tax credit or deduction claimed by Licensor that is attributable to the taxes withheld by Licensee;

In the event that Licensee violates, breaches or defaults in performing any of its obligations under this Agreement, and does not fully cure such violation, breach or default within ten (10) days following receipt of notice from Licensor, Licensor may, at its option and upon notice to Licensee, de-authorize the NHL decoder and/or terminate the Agreement with immediate effect.

In the event of termination, Licensee shall within ten (10) days of delivery of notice of termination pay to Licensor the pro rata amount of the Fees owed through the termination date.

To the extent that any conflict exists between the Basic Conditions and the General Terms and Conditions, the Basic Conditions shall govern.

If the provisions set forth above and the General Terms and Conditions attached hereto conform to your understanding of the agreement between us, please so acknowledge by executing where indicated below. Upon execution, this document and the General Terms and Conditions attached hereto shall be recognized as a binding agreement between the parties, enforceable according to its terms as of the date first below written.

This Agreement may be executed in two or more counterparts, each of which will constitute an original and all of which together will constitute one and the same agreement.

[INTENTIONALLY LEFT BLANK]

Agreed to this ______day of ______, 2016.

LICENSEE: LICENSOR: Rozhlas a televízia Slovenska - Slovenská NHL ENTERPRISES, L.P. televízia By: NHL Enterprises, Inc.

By: By:

Its: Its: Peg Walsh - Vice President, Media Distribution & Strategy

NHL NEWS ACCESS LICENSE AGREEMENT

GENERAL TERMS AND CONDITIONS

1. TERM &TERMINATION: Page 4

(a) This Agreement takes effect as of the date specified in the Basic Conditions and, unless earlier terminated, terminates on the final day of the License Period also specified in the Basic Conditions.

(b) Either Licensee or Licensor may terminate this Agreement by written notice to the other party if such other party has made any misrepresentation herein or breaches any of its obligations hereunder and such misrepresentation or breach (which shall be specified in such notice) is not or cannot be cured within ten (10) days of such notice. Any such termination shall be without prejudice to the terminating party’s rights and remedies, whether in law, equity or otherwise.

(c) Licensor may terminate this Agreement by written notice to Licensee on not less than thirty (30) days’ prior notice. In the event that Licensor exercises such right to terminate, the Fees will be reduced on a pro rata basis based on the number of days remaining in the applicable NHL season on the date on which such termination is effective (as specified in Licensor’s notice).

2. DISTRIBUTION:

(a) Licensee shall be solely responsible for all expenses and arrangements necessary or desirable to distribute the Licensed Footage throughout the Licensed Territory in the manner specified in the Basic Conditions.

(b) Licensee shall be solely responsible for compliance with all regulatory and governmental rules and regulations applicable to its use and distribution of the Licensed Footage as specified herein.

(c) Licensee, at its sole costs and expense, shall encrypt all its transmissions of each Licensed Program (whether satellite or otherwise) so as to prevent unauthorized access thereto or reception thereof. Without limiting anything contained herein, Licensee shall (i) utilize industry standard (or better) copy protection and other commercially available security measures applicable to each Method of Distribution including, without limitation, an appropriate identifying watermark satisfactory to Licensor, to prevent unauthorized downloading, retransmission, modification and copying of any Licensed Footage, and (ii) use all then available industry standard (or better) geo- blocking technology and other industry standard (or better) security measures to ensure that the Licensed Footage distributed by each Method of Distribution are restricted to persons located in the Licensed Territory.

(d) As between Licensor and Licensee Licensor shall provide, at Licensee’s cost, the necessary decoding equipment required for the reception of the Licensed Footage. Licensee shall be responsible for supplying all necessary decoding equipment for reception of its signal to consumers and cable headends. All costs and expenses of the foregoing arrangements, including, without limitation, ad tape stock, dubbing, shipment, technical, equipment, material and personnel costs associated with the delivery, reception, recording, uplinking, downlinking and distribution of the Licensed Footage, and all taxes and duties related thereto, shall be borne by Licensee unless otherwise specified in this Agreement.

(e) Except as specifically permitted herein, Licensee shall not itself, and shall not authorize others to, copy, tape or otherwise reproduce, distribute or exploit any part of the Licensed Footage without Licensor’s prior writt en authorization. If Licensee becomes aware of any such unauthorized activities, it shall immediately notify Licensor and fully cooperate with all requests by the Licensor and/or NHLE to take such steps as are reasonable and appropriate to cause such activities to cease. Any decisions pertaining to any actions or litigation in connection with any such unauthorized activities shall be made by Licensor In its sole discretion.

(f) Licensor may, immediately and at its absolute discretion, withdraw any Licensed Program if Licensor determines that the telecasting or other distribution thereof might:

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(i) Infringe upon the rights of others (including without limitation any contractual rights or intellectual property rights);

(ii) Violate any law, court order, government regulation or other ruling of any governmental agency;

(iii) Interfere with the actual or contemplated use of such Licensed Program or the material or rights contained therein for any purpose other than the telecasting of the Licensed Program In the Licensed Territory; or

(iv) Subject Licensor or Licensee to any liability.

In the event of such withdrawal, the Fees will be reduced on a pro rata basis unless Licensor is able to provide substitute programming.

3. MISCELLANEOUS DELIVERY & DISTRIBUTION REQUIREMENTS; PROPERTY RIGHTS:

(a) Licensee will pay any costs for music performance or other licenses or clearances necessary for the exhibition of the Licensed Footage in the Licensed Territory, should such costs be applicable. Licensee will also procure and pay for any licenses or clearances required to publicly perform the music contained in each Licensed Program.

(b) Licensee agrees not to impair or prejudice the validity of any and all title and/or copyrights in the Licensed Footage, which shall at all times remain in the National Hockey League and/or its affiliates (“ NHL ”), or deal with the Licensed Footage or the videotapes or other embodiments thereof in any manner so that any third party would have a lien on or right to possess same.

(c) Licensee acknowledges that the Licensed Footage under this Agreement and under earlier licensing agreements between the parties (or any licensee thereof), including the original transmissions received from Licensor and the local language audio portions thereof, are the exclusive property of the NHL. Licensee hereby agrees to assign to the NHL any and all rights that it may have in the Licensed Footage, rebroadcasts, recordings, retransmissions and other forms into which the Licensed Footage may be recast (a “ Licensed Program ”). To the extent that the Licensee would not own all rights in a Licensed Program under applicable law, the Licensee shall obtain a written irrevocable assignment of such rights from the owner(s) prior to engaging such person or entity in any activity which would invest any ownership rights in such person or entity. The Licensee shall also obtain any additional consents, waivers, releases or assignments necessary to ensure the NHL’s ownership of all right, title and interest in and to the Licensed Footage as set forth herein. Without limiting the generality of the foregoing, and in addition to transferring its rights in the copyrights in the Licensed Footage for the NHL as set forth herein, Licensee shall secure written waivers of any “moral” or other rights of authorship (droit moral ) which may accrue to any persons creatively involved in a Licensed Program. Licensee further agrees to execute such other and further documents as the NHL in its sole discretion determines may be required to effectuate the parties’ intent in this paragra ph, including, without limitation, assignments of copyright in the Licensed Footage under this Agreement and under earlier licensing agreements between the parties (or any licensee thereof).

(d) On Licensor’s request, t he Licensee shall provide Licensor, or its designee(s), a live fronthaul feed with graphics and full mix audio of each Licensed Program in order to facilitate the NHLE’s retransmission, distribution, licensing, recording, and other uses of such feed for any and all lawful purposes in any media now known or hereafter developed, provided such use does not conflict with Licensee’s rights under this Agreement. The Licensee shall not assert any rights in or to such feed and/or recordings, and shall not have the right to receive any compensation for the provision of such feed or in connection with the retransmission, rebroadcast, reproduction, distribution, licensing, or sales of recordings of such feed.

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(e) Nothing in this Agreement shall be deemed to be a license to either party to use the intellectual property of the other party apart from its appearance in the Licensed Footage. Notwithstanding the foregoing, nothing in this paragraph shall be deemed to limit the NHL’s or its member clubs’ or affiliates’ right to use the Licensed Footage or excerpts for a ny purpose; provided that this sentence shall not alter or otherwise affect the restrictions on the use of the Licensed Footage set forth herein (if any).

4. LATE PAYMENT AND DEFAULT:

(a) Any amounts not paid by Licensee within sixty (60) days of when they are due shall accrue interest at the rate of one and one-half percent (1.5%) per month or at the highest lawful rate, whichever shall be the lesser, compounded monthly from the data such amounts were due until they are paid.

(b) Notwithstanding anything to the contrary set forth in the Basic Conditions or in Paragraph 1 above, Licensor shall have the right to immediately terminate this Agreement should Licensee fail to pay any amounts hereunder. Licensor at its option may declare such failure a breach of this Agreement, and shall notify Licensee in writing of such intent to terminate the Agreement. Upon receipt of such notice, Licensee shall have ten (10) days to make full payment of all fees owed to Licensor. If payments by Licensee are not made within ten (10) days of receipt of written notice, Licensor shall have the right to recover from Licensee as liquidated damages the amount payable in respect of all Licensed Footage to be furnished under this Agreement but not yet paid for by Licensee. The liquidated damages so recovered shall be in addition to any other right or remedy that Licensor may have against Licensee either at law or in equity. Any such sums will be payable thirty (30) days after Licensee receives an invoice from Licensor.

(c) Licensee shall obtain at its expense all necessary permits from governmental authorities to make all payments to Licensor required hereunder. If Licensee is unable, because of governmental restrictions or other similar causes, to remit to Licensor any sums of money due to Licensor hereunder, Licensee shall Immediately notify Licensor in writing and await instructions as to the disposition of such sums. In that case, Licensor shall have the option of (i) terminating this Agreement; or (ii) directing Licensee to deposit for Licens or’s account in such name or depository as licensor may designate all sums due Licensor in the currency of the Licensed Territory, at the rate of exchange in effect on the due date or on the date of actual payment, whichever results in the greater amount in currency of the Licensed Territory. Licensee shall pay Licensor any costs incurred in collecting any sums due under this Agreement including, but not limited to, reasonable attorney’s fees.

(d) Licensee acknowledges that (i) the terms hereof and the industry custom of licensing programs substantially in advance of scheduled telecast dates, have the effect of rendering the Licensed Footage unmarketable in the Licensed Territory during the License Period, and (ii) by reason of the foregoing, no method exists f or accurate measurement of damages for Licensee’s failure to pay Licensor as provided herein. Therefore, in addition to all other remedies available at law, in equity, or under this Agreement, and expressly not in limitation thereof, Licensor will be entitled, upon Licensee’s failure to pay Licensor as herein provided, to recover from Licensee as liquidated damages any unpaid portion of the total Fees and any other amounts payable to Licensor hereunder, whether or not licensed telecasts actually occur, plu s attorney’s fees if attorneys are retained by or on behalf of Licensor at any time to enforce the provisions hereof.

5. RESERVATION OF RIGHTS:

(a) Licensee acknowledges that it has no right to make any other use of the Licensed Footage or any other programming material or any commercial identities or property of the NHL without Licensor’s prior written consent. Licensee further acknowledges and agrees that it will not make or authorize any other distribution or exploitation of the Licensed Footage by any other means, devices or media or in any other territory except as expressly authorized by this Agreement. Page 7

(b) Without limiting the generality of the limitations specified above in Paragraph 5(a), Licensee shall not utilize any technology during its broadcasts or other distributions of the Licensed Footage which will allow the electronic substitution of on-playing surface or in-arena/stadium signage (e.g., billboards, dasher boards) in the Licensed Footage without the prior written consent of Licensor.

(c) Without limiting the generality of the limitations specified above in Paragraph 5(a), Licensee shall not utilize any moving or still pictures from the Licensed Footage in any medium or for any purpose not explicitly granted hereunder, including but not limited to any online, internet, mobile or computer medium, without the prior written consent of Licensor. Should Licensee become aware of any such unauthorized usage of images from the Licensed Footage, it must immediately inform Licensor in writing.

(d) Without limiting the generality of any other provision of this Agreement, all rights to the Licensed Footage and their contents are specifically reserved to the Licensor and may be exercised and exploited by or on behalf of the Licensor via any means or media and in any territory during the License Period, freely and without restriction, except as specifically prohibited by this Agreement.

(e) Nothing in this Agreement shall be deemed to limit the Licensor’s or NHL’s right to use the Licensed Footage or excerpts thereof in promotional activities relating to the NHL or its member Clubs in the Licensed Territory at any time and via any medium.

6. OTHER TERMS AND CONDITIONS:

(a) Licensee may not barter, trade or sell any of the NHL News Access or other rights licensed hereunder to other broadcasters or distributors, whether in the Licensed Territory or otherwise. Any requests from other broadcasters or distributors, whether in the Licensed Territory or otherwise, must be referred to Licensor for separate license agreement.

(b) Licensee agrees not to assign, sub-license, hypothecate or otherwise transfer this Agreement or any right or obligation hereunder, in either case whether in whole or in part (“Transfer’ ), to any party without the prior written consent of Licensor.

(c) The preceding paragraph shall not preclude the Licensee from sublicensing broadcast rights to the Licensed Broadcasters listed herein subject to the following: (i) Licensee shall procure that the Licensed Broadcasters abide by all of the terms and conditions contained In this Agreement, (ii) any act or omission of a Licensed Broadcaster in breach of this Agreement shall be deemed to be an act or omission or Licensee for which Licensee shall be fully responsible hereunder; and (iii) Licensee shall continue to remain primarily liable to Licensor for all of its obligations hereunder.

(d) Notwithstanding the foregoing neither Licensee nor any third party shall have the right to use the names, logos or other identifying indicia of the National Hockey League, its affiliates or its member clubs or their players or coaches without the prior written approval of the NHL (which may be granted or withheld in the NHL’s sole discretion), nor may Licensee or any third party use the Licensed Footage in any way which would constitute or create the impression of an association, affiliation or sponsorship with, or endorsement of, any person or entity or any brand, product or service.

7. REPRESENTATIONS AND INDEMNIFICATION:

(a) Each party represents and warrants to the other that it has the power and authority to enter into this Agreement and to fully perform its respective obligations hereunder.

(b) Licensee and Licensor shall each indemnify and hold harmless the other party and such other party’s parents, subsidiaries, affiliates (which, in the case of Licensor, shall include the NHL and Page 8

the NHL member teams) and licensees, and each of their respective officers, directors, employees and agents (collectively, the “ Associated Indemnified Parties ”), from and against all liabilities, claims, costs, damages, losses, demands and expenses (including, without limitation, reasonable fees and expenses of counsel) (collectively, “ Claims ”) arising out of any nonperformance, breach or, with respect to third party Claims, alleged breach of any representation made by the indemni fying party or any of the indemnifying party’s covenants or obligations pursuant to this Agreement.

(c) Licensor will indemnify Licensee and the Associated Indemnified Parties from and against any and all third party Claims arising out of the distribution, pursuant to and in accordance with this Agreement, of the Licensed Footage to the extent that such Claims are based upon alleged libel, slander, defamation and invasion of the right of privacy, or violation or infringement of copyright arising out of the content of the Licensed Footage (but, for the avoidance of doubt, not including any music performance or music synchronization rights), or are based upon the distribution of Licensed Footage as furnished by Licensor without any alterations, additions or deletions by Licensee, in each case only to the extent the foregoing Claims and/or concepts are limited and defined by New York and United States Federal law.

(d) Licensee shall indemnify and hold harmless Licensor and the Associated Indemnified Parties from and against any and all Claims arising out of any material Licensee adds to or deletes from, or changes it makes in, the Licensed Footage (to the extent permitted herein), including, without limitation, any translations or dubbing thereof, any commercials or other materials it inserts therein, any music performance or music synchronization rights applicable thereto, and any advertising and/or promotion of the Licensed Footage.

(e) Each party shall indemnify the other, and Licensee shall indemnify the NHL Parties, pursuant to an applicable provision of this Agreement only if such other party gives the indemnifying party prompt notice of any claim or litigation to which its indemnity applies; it being agreed that the indemnifying party shall have the right to assume the defense of any or all Claims or litigation to which its Indemnity applies and that the Indemnified party will comply fully with the Indemnifying party in such defense and in the settlement of any such Claim or litigation.

(f) Except as herein provided to the contrary, neither Licensee nor Licensor shall have any rights against the other party hereto, nor shall Licensee have any rights against the Licensor or its Associated Indemnified Parties, for Claims by third persons or for the non-operation of facilities or the non-furnishing of the Licensed Footage if such non-operation or non-furnishing is due to failure of equipment, action or claims by any third person, labor dispute or any cause beyond such party’s reasonable control.

(g) It is hereby agreed and declared that neither Licensor, nor its Associated Indemnified Parties, makes any representation or warranty as to whether or not the Licensed Footage or any portion of them require any governmental consent or approval within the Licensed Territory to distribute nor as to whether or not they comply with all or any laws and regulations of any government within the Licensed Territory, and Licensee will ensure, at its sole cost and expense, that all of the Licensed Footage, and all distributions and other uses thereof, comply with such laws and regulations and will indemnify and hold harmless Licensor and its Associated Indemnified Parties from and against any claim, liability or expense to which they may become subject or which they may incur as a result of any Licensed Footage being exhibited in contravention of any such laws and regulations.

(h) In no event shall Licensor have any liability hereunder for loss of profits or other consequential damages or for any punitive damages.

8. FORCE MAJEURE:

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If any of the Licensed Footage is not delivered to Licensee due to war, insurrection, strike, work stoppage or other labor dispute, fire, natural disaster, act of God or any other act or occurrence beyond Licensor’s control, Licensor will not be liable to Licensee for any Claims, damages, loss of profits or other consequential effects of said unavailability to Licensee or any third party. If such unavailability of the Licensed Footage is substantial in degree, the parties will negotiate in good faith an equitable adjustment to the payments due to Licensor by Licensee under this Agreement.

9. NHL RULES:

(a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall in all respects be subject to and subordinate to: (i) the NHL Constitution; (ii) the NHL By-Laws; (iii) all other rules, regulations, interpretations, procedures, policies and resolutions of the NHL; (iv) any agreement between or among the NHL, its affiliates, and/or its Member Clubs and/or other parties in furtherance of NHL business or interests or as otherwise authorized directly or indirectly by the NHL Board of Governors, the NHL Commissioner, or the NHL Constitution or By-Laws; all as the same may now exist or hereafter be amended or enacted or as they may be interpreted by the Commissioner (col lectively, the “ NHL Rules ”).

(b) Without limitation of the foregoing, in no event may the Licensed Footage be used in any manner that would reasonably be expected to reflect poorly on the NHL, its member clubs or players or the integrity of the game, and Licensee agrees that no use of the Licensed Footage shall give undue focus to any fighting, injury or other similar event or occurrence.

(c) Any dispute or claim regarding or arising out of the interpretation or application of any of the NHL Rules, as defined above, shall be subject to resolution by the ruling and Interpretation of the Commissioner of the NHL, whose decision shall be final and binding upon the parties.

10. MISCELLANEOUS:

(a) This Agreement contains the full understanding of the parties with respect to the subject matter covered and supersedes any previous agreements between the parties regarding such subject matter. This Agreement cannot be changed or terminated orally and no waiver by either Licensee or Licensor of any breach of any provision hereof shall be or be deemed to be a waiver of any preceding or subsequent breach of the same or any other provision of this Agreement. The language of all parts of this Agreement shall in all cases be construed as a whole according to its fair meaning and not strictly for or against either of the parties.

(b) Neither Licensee nor Licensor shall be or hold itself out as the agent of the other under this Agreement. No third party shall be deemed to have any privity of contract or direct contractual or other relationsh ip with Licensor by virtue of this Agreement or by Licensee’s delivery of the Licensed Footage to Licensee hereunder.

(c) This Agreement including both its obligations and benefits shall pass to and be binding on the respective assignees, transferees and successors of the parties, except that neither this Agreement nor any of Licensee’s rights or obligations hereunder shall be assigned or transferred by Licensee without the prior written consent of Licensor. No such permitted assignment or transfer by Licensee shall relieve Licensee of any of its obligations hereunder.

(d) All notices given hereunder shall be given in writing by personal delivery, first class mail, e-mail with a confirmation sent by first class mail, or facsimile transmission (fax) with a confirmation sent by first class mail at the receiving party’s address set forth above or at such subsequent address that either party designates in writing to the other. Notice given by mail shall be deemed given on the date of mailing thereof with postage prepaid. Notice given by fax or e-mail shall be deemed given on the sending thereof.

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(e) The terms of this Agreement are and shall remain confidential between the parties except as may be required by any government and/or legal governmental agency or by order of a court of competent jurisdiction, provided that Licensor may disclose the terms hereof to the NHL and its affiliates.

(f) The titles of the paragraphs in this Agreement are for convenience only and shall not in any way affect the interpretation of this Agreement.

(g) The Indemnification provisions of Paragraph 7 and the confidentiality provisions of Paragraph 10(e) shall survive the termination or expiration of this Agreement, as will any other term or provision hereof that by its terms would logically be expected to service.

11. GOVERNING LAW:

The obligations of Licensee and Licensor under this Agreement are subject to all applicable treaties and tariffs and federal, state and local laws, rules and regulations (including but not limited to the U.S. Communications Act of 1934 as amended and the rules and regulations of the U.S. Federal Communications Commission) and this Agreement and all matters or Issues collateral hereto shall be governed by the law of the State of New York applicable to contracts made and performed entirely therein. The parties hereby agree and submit to the exclusive Jurisdiction of the Courts of the State of New York and U.S. Federal Courts sitting therein for the resolution of disputes arising hereunder and each hereby waives any defense of improper venue or inconvenient forum as to any action brought within City and State of New York.

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