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2008 Summer Olympics Beijing Invitation To Submit Expressions Of Interest

On Demand Computer Network Exhibition Rights and Mobile Media Rights Linear Computer Network Exhibition Rights and Mobile Media Rights

United Kingdom As a member of the European Broadcasting Union, the BBC is the United Kingdom Licensee of, (amongst other rights), audio visual rights to the XXIX Olympiad to be held in 2008 Beijing (the “Games”) organised by the International Olympic Committee (“IOC”) The BBC is inviting expressions of interest for sub licences of certain On Demand and Linear Computer Network Exhibition and Mobile Media rights in the Territory to the Games for exploitation during the Games Term. In this invitation to submit expressions of interest (“ITT”) “Bidder” means any person who responds (whether or not that response contains a bid); and “Bid” means such response (and any modification to it); and “Sub licensee” means any person granted a sub licence by the BBC of any rights pursuant to this ITT. References to paragraph numbers and sections are reference to paragraph numbers and sections in this ITT. Please note that: (a) the BBC is not seeking offers for the right to transmit material by way of downloadable or recordable transmission; and (b) the BBC is not seeking offers for the right to transmit material other than by way of Computer Network Exhibition or Mobile Platform; and (c) Sub Licensees will be limited to exercising any rights granted by way of On Demand or Linear non downloadable/non recordable streaming by way of Computer Network and/or Mobile Platform within the Territory; and (d) the BBC (and/or the EBU and/or the IOC) may require any potential Sub Licensee to satisfy them that Sub Licensee is able to comply with such restriction. In addition, Sub Licensees of Pay Linear rights will be required to encrypt their transmissions to ensure such transmissions can only be accessed by subscribers to the relevant service of the Sub Licensee in the Territory and the BBC may require any potential Sub Licensee satisfy the BBC that the Sub Licensee is able to comply with such restriction. The BBC is only seeking offers from operators of Computer Network Exhibition services and Mobile Platform services capable of exercising any rights themselves without sub licensing. Sub Licensees shall not be entitled to transfer, sublicense, sub-contract, assign, delegate or convey any of rights or obligations in their Sub Licence, in whole or in part. The current preliminary schedule of the Games (the “Games Schedule”) is available at section M Index Section A General Section B Process Section C On Demand Section D Linear Section E Exclusivity Section F Signal and Accreditation Section G BBC and IOC Requirements


Section H Definitions Section I Disciplines available for Live and Near Live Linear transmission Section J Principle Terms Mobile Platform Section K Principle Terms Computer Network Exhibition Section L Non Disclosure Agreement Section M Games Schedule


Section A General.

1. This ITT is no more than a request for an expression of interest and constitutes neither a contract nor an offer which is capable of acceptance by any person. This ITT and any correspondence from BBC pursuant to it does not contain any representation upon which any person is entitled to rely at any point in time in order to bring any claim, action or proceedings against the BBC (whether for misrepresentation or otherwise).

2. This ITT is being made pursuant to the EBU’s Sublicensing Rules available at http://www.ebu.ch and undertakings notified by the EBU to the European Commission (the “EBU Rules”). BBC has appointed an independent third party (“Trustee”) (on terms (including confidentiality and conflict of interest) notified to the European Commission by the EBU) to monitor the ITT. Submissions regarding the ITT process should be sent to the Trustee : Mr Alan Hart, Cutwellwalls, Avonwick, South Brent, S. Devon TQ10 9HA. Details of the duties and powers of the Trustee will be forwarded to bidders on request. Please note all correspondence between BBC and Bidders and details of negotiations shall be disclosed to the Trustee (and if requested the European Commission) in addition details of negotiations may be disclosed to the IOC and/or EBU. By responding to this ITT bidders shall be deemed to consent to such disclosure (“Authorised Disclosure”).

3. Any Sub Licence is subject to approval of the IOC unless BBC notifies Sub licensee otherwise. Sub Licensees will be required to agree, as a condition of any Sub Licence, that the BBC may disclose details of the Sub Licence to the IOC and/or EBU and/or European Commission and/or the Trustee. Accordingly no Bid shall be deemed accepted by the BBC and no agreement between the BBC shall come into effect unless and until: (a) the IOC has approved the Sub Licensee and Sub Licence; and (b) a Sub Licence in writing has been executed by the BBC and Sub licensee.

4. BBC reserves the right, (in the BBC’s absolute discretion), to suspend, discontinue, modify and/or terminate the bid process at any time.

5. No terms that seek to restrict in any way the discretion of BBC in this bid process will be accepted.

6. BBC will not be obliged to accept the best financial offer or any offer.

7. BBC reserves the right to determine how to progress any negotiations following submission of Bids and to appoint any third party or parties within the absolute discretion of BBC (in relation to any or all rights detailed in this document), on any terms and conditions (and the right not to appoint any third party at all), notwithstanding anything in this ITT or in any response received by BBC. Selection of any preferred Bidder(s) and the manner in which negotiations are conducted shall be at BBC’s absolute discretion. The BBC shall have the sole right to determine


whether or not negotiations shall be conducted on an exclusive basis and to determine the period of the negotiation.

8. BBC reserves the right to decide, following submission of Bids and the closing of the bidding deadline, whether to instigate a second round of bidding or to consider bids received after the bidding deadline.

9. It is bidders’ responsibility to check any information given pursuant to this ITT, and to make any necessary further enquiries, before submitting its bid. Bidders will be deemed to have made themselves fully aware of any matters which might affect or influence its bid. No claim due to lack of knowledge or understanding will be entertained.

10. Any and all costs incurred (directly or indirectly) by or on behalf of Bidder in preparing and submitting any response to this ITT or otherwise in relation to this ITT shall be borne solely by Bidder.

11. Bidder warrants to BBC that the information contained in Bidder’s response to this ITT shall not be false or misleading and that if, following submission of such response, there is any change in Bidder’s circumstances which may adversely affect such information (or the validity thereof), Bidder will promptly notify BBC in writing setting out the relevant details in full.

12. BBC may at any time request Bidder to provide further information and/or documentation and/or attend one or more meetings in relation to Bidder’s response to this ITT and Bidder agrees to provide such information and/or documentation and/or attend meetings within such period as BBC may specify and at Bidder’s sole expense.

13. This ITT, and all discussions between BBC and any bidder, are confidential and subject to the provisions above regarding Authorised Disclosure and or as provided in this ITT no announcement regarding this ITT may be made without the consent of the BBC (unless required by law or any court or other competent body).

14. This ITT, the Bid process and any and all related documentation shall be governed by and interpreted in accordance with English law.

Section B. Process.

1. The deadline for responses is 31 January 2008.

2. Subject to the terms of this ITT Bidders may bid for On Demand rights or Linear rights or both and may bid for Closed Exclusive or non exclusive rights.


3. The BBC shall not be obliged to consider any bid or to respond to bidders

4. The BBC may at its discretion decline to respond to any to any bid, or request for clarification or information regarding this ITT to any person that has not :

a. confirmed that that such person is (i) interested in submitting an expression of interest or offer for rights included in this ITT; and (i) is an operator of Computer Network Exhibition services and/or Mobile Platform services capable of exercising any rights granted themselves without sub licensing.

b. entered into a non-disclosure agreement (“NDA”) with the BBC in the form enclosed at Section L. Please note the Authorised Disclosure provisions.

Following compliance with section B paragraph 4 above, expressions of interest should be submitted to the BBC, addressed to Siena Pakington Senior Manager, Business Development, Future Media and Technology, The BBC, BC5 D4 BBC Broadcast Centre, Wood Lane, London, W12 7TQ [email protected]

5. Expressions of interest should be in writing and detail:

a. The full name and registered office of the Bidder.

b. Contact name and details.

c. The identity of the service via which the rights will be exploited and the url of the service in the case of Computer Network Exhibition.

d. package(s) requested.

i. For On Demand a package is a selection of one only of each of the categories set out in section C1 and C2. If more than one selection is made from section C 1 or C2 or both, then these will be deemed separate packages (e.g. a bid to transmit On Demand Video Clips of less than 60 seconds via Computer Network Exhibition would be one package; a bid to transmit On Demand Video Clips of less than 60 seconds via Computer Network Exhibition and Mobile Platform would be two packages; and a Bid to transmit On Demand Video Clips of less than 60 seconds and BBC Highlights via Computer Network Exhibition would be two packages). Bidders may bid for any number of Packages using the elements set out in section C i.e. in each case identifying the transmission platform (Computer Network Exhibition or Mobile Platform), the source of the material (BBC, Sub Licensee, EBU), the category/duration of the material, and category of Sub Licence requested and whether the Bid is for non exclusive or Closed Exclusive rights. If more than one package is requested bids must specifying a value per package. Please see section C for further details


ii. For Linear a package is a selection of one only of each of the categories set out in section D1 and D2 and D3. If more than one selection is made from section D 1 or D2 or D3 or any combination then these will be deemed separate packages (e.g. a bid to transmit Live via Free Computer Network Exhibition would be one package; a bid to transmit Live via Free Computer Network Exhibition and Free Mobile Platform would be two packages; and a Bid to transmit Live and summaries of the competition day via Fee Computer Network Exhibition would be two packages; and a Bid to transmit Live via Free Computer Network Exhibition and Pay Computer Network Exhibition would be two packages). Subject to the terms of section D Bidders may bid for any number of Packages using the elements set out in section D i.e. in each case identifying the transmission platform (Computer Network Exhibition or Mobile Platform), and material to be transmitted and whether the Bid is for non exclusive or Closed Exclusive rights. If more than one package is requested bids must specifying a value per package. Please see section D for further details

e. Any additional On Demand rights requested (subject always to the provisions of this ITT) and valuation of such additional rights.

f. (Subject to the terms of this ITT) the proposed payment schedule. Rights fees must be expressed in GBP sterling and be exclusive of VAT.

g. How the Bidder will ensure Bidder transmission will comply with the provisions of this ITT and the IOC requirements.

Section C On Demand On Demand rights may only be exercised in the Territory. Sub Licences will identify the platform (Computer Network Exhibition and/or Mobile Platform); the source of the material transmitted, the duration/category of material and category of Sub Licence. By way of example a Bidder might seek a Sub Licence for BBC Generated Material for transmission On Demand via Computer Network Exhibition and the material to be Video Clips and Highlights.

1. Production of material. BBC will consider offers for rights for the following

a. Licensee Generated Material On Demand Computer Network Exhibition b. BBC Generated Material On Demand Computer Network Exhibition c. BBC Syndicated Material On Demand Computer Network Exhibition d. Licensee Generated Material On Demand Mobile Platform e. BBC Generated Material On Demand Mobile Platform


f. BBC Syndicated Material On Demand Mobile Platform

2. Duration/category of material. The primary suggested package are set out below, however the BBC will consider requests for more substantial On Demand Rights.

a. On-Demand Video Clips that have a duration of less than thirty (30) seconds; b. On-Demand Video Clips that have a duration of more than thirty (30) but not

more than 60 seconds; c. On-Demand BBC Highlights d. On-Demand BBC Summaries e. In the case of BBC Syndicated Material : such material as the BBC makes

available.

The BBC will confirm the proposed duration of BBC Highlights and BBC Summaries in discussion with Bidders and is willing to consider requests regarding the duration of BBC Highlights and BBC Summaries.

3. Platform. The BBC is only seeking expressions of interest in respect of:

a. Computer Network Exhibition b. Mobile Platform

4. Category of Sub Licence

a. Sub Licences of BBC Generated Material will licence access to On Demand material (e.g. clips, highlights and summaries) generated by the BBC for Sub Licensees

b. Sub Licences of BBC Syndicated Material will licence syndication of the BBC’s own, branded, Olympic On Demand transmissions via a branded link to the bbc.co.uk website in the case of Computer Network Distribution and/or such other BBC interface as the BBC notifies Sub Licensees of in the case of Mobile Platform

c. Sub Licences of Sub licensee Generated Material will license access to the international feed of the Games via the EBU and licence the right to produce and transmit Sub Licensees’ own On Demand material.

5. Rights fee. a. The BBC will not charge a rights fee for Sub Licences of BBC Syndicated

Material b. (In addition to a rights fee) the BBC will charge a facilities fee for BBC

Generated Material Subject to the terms of this ITT Bidders may bid for any combination of packages.

Section D Linear Linear rights may only be exercised in the Territory Sub Licences will identify the platform (Computer Network Exhibition and/or Mobile Platform); the category of material (eg Live or summary of the competition day); in the case of Live and near live the disciplines; and category of Sub Licensee. By way of example a Bidder might seek a Sub Licence for Live transmission via a Pay Computer Network Exhibition service.


1. Platform. The BBC is only seeking expressions of interest in respect of: c. Computer Network Exhibition d. Mobile Platform

2. Category of Sub Licence : Free or Pay 3. Category of material: The BBC is only seeking bids for the rights categories below. 5.1. Live and near- live: 5. 1.1 For each day of competition (excluding the day of the opening ceremony) of live and near-live transmission, on a Closed Exclusive basis vis-à-vis other non EBU Members in the same category (Free or Pay) as the Sub licensee, of, in total, at least four hours of sports action (including corresponding medal awards), the balance between live and near-live being chosen by the Sub licensee, with a maximum of either three hours live or three hours near-live. The schedule indicating which disciplines are available for live sub licensing are annexed at section H. The live transmission may be freely chosen by the Sub Licensee from three of those disciplines available for sub licensing. 1.2 The near-live transmission may comprise, with respect to each competition day, all or part of the first four hours of the competitions which the BBC itself did not broadcast live (in full or in substantial part), and such transmissions shall end, at the latest, at 10.00 hours London time. 5. 2. Deferred: 5. 2.1 Deferred transmissions (including highlights), of all or part of the broadcast day's competitions or of summaries thereof (highlights). The deferred transmission (including highlights) of the competition day shall not begin until 21.00 hours London and it shall not coincide with the BBC’s own live coverage of the next competition day or days. Furthermore, any such transmissions shall not take place more than 24 hours after the end of the Olympics. 5. 2.2 Summary of the competition day. Transmitting, at a time freely chosen by the Sub licensee, but within the duration of the competition day, one summary of the competition day which may include up to 10 minutes of footage of the Games grouped together in one block. 5.2.3 Summary of the previous competition day. Persons who do not acquire the rights for live and/or near-live transmission may bid for the right to transmit one summary of the competitions of the previous competition day which may include up to 10 minutes of footage of the Games grouped together in one block. The transmission time may be freely chosen by the Sub licensee within the following time-frame : between either 01.00 hours and 06.00 hours or 09.00 hours and 12.00 hours London time 5.3. Syndication of BBC Linear transmissions via bbc.co.uk. In the case of Computer Network Exhibition Sub Licences will be licensed to link from the Sub Licensee website to


the BBC player transmitting Linear coverage of the Games. BBC is only seeking offers for Computer Network Exhibition Sub Licences however the BBC will consider requests for syndication of BBC Linear transmissions via Mobile Platform. 6. Disciplines available for Live and Near Live Linear transmission are set out in section I 7. Production of material. Licensee will be required to produce their own coverage for Live Near Live and Deferred material.

Section E Exclusivity: 1. The BBC is not seeking bids for rights other than non exclusive or Closed Exclusive. 2. On Demand Any Closed Exclusivity shall only be in respect of On Demand transmissions. Sub Licences of On Demand rights (a) shall not include Linear transmission rights (such rights being reserved to the BBC); and (b) shall not prohibit the BBC or EBU granting third parties Linear transmission rights nor shall any Linear transmission by any party on any platform be a breach of any Closed Exclusivity granted to Sub Licencees.

a. Bids may be for Sub Licences of Sub Licensee Generated Material and/or BBC Generated Material rights on a Closed Exclusive basis or non exclusive basis.

b. Bids for BBC Syndicated Sub Licensees may be for non exclusive Sub Licences only 3. Linear. Any Closed Exclusivity shall only be in respect of Linear transmissions. Sub Licences of Linear rights (a) shall not include On Demand transmission rights (such rights being reserved to the BBC); and (b) shall not prohibit the BBC or EBU granting third parties On Demand transmission rights nor shall any On Demand transmission by any party on any platform be a breach of any Closed Exclusivity granted to Sub Licencees.

a. Live and near-live. Bids may be for non exclusive or Closed Exclusive b Deferred: Bids may be for non exclusive Sub Licences only. c. Bids for syndication of BBC Linear transmissions via bbc.co.uk may be for non

exclusive Sub Licences only. Section F Signal and Accreditation 1 Signal: Access to the signal shall be via the EBU. Sub Licensee will need to make their own arrangement. The EBU Rules require access to be provided at the market rate or where such access cannot be provided, e.g. for technical reasons or because coverage of the sports action chosen by the Sub licensee is not included in the multilateral Eurovision signal, the EBU Rules require the EBU to coordinate access with the host broadcaster, either direct or through its Member(s), all access costs being at the Sub licensee’s expense. 2 Accreditation. Any requests for accreditation, commentary positions or any other facilities or services offered by the event organizer or the host broadcaster will need to be made by the Sub licensee via the BBC, without any guarantee of success. Section G BBC and IOC Requirements


Bidder should note the following non exhaustive list of requirements:

1. BBC Requirements a. Technical Requirements. It will be a requirement, (amongst others), of all Sub

Licences that transmissions cannot be received outside the Territory and cannot be downloaded or recorded and, in the case of Pay Linear services, that transmissions are encrypted to ensure that only subscribers of the service identified in the Sub Licence may access the transmissions. The BBC reserves the right to require Bidders to supply technical detail demonstrating their ability to meet the Sub Licence requirements and the IOC’s Requirements.

b. Payment of the Sub Licence fee. Payment shall be in GBP Sterling and shall be be subject to VAT if applicable. The BBC reserves the right to require payment of a instalment of any rights fee on signature of any Sub Licence and the BBC shall require full payment of the fee prior to commencement of the Games. Subject to this the BBC is willing to consider (but shall not be obliged to accept) payment schedules suggested by the Bidder.

c. Financial security. BBC reserves the right to require Bidders to supply a guarantor or, (at the BBC’s discretion), a parent company guarantee in respect of the financial obligations and all other liabilities of that person to the BBC if that person were to become a Sub Licensee.

d. The BBC is only seeking offers from operators of Computer Network Exhibition services and Mobile Platform services capable of exercising any rights themselves without sub licensing. Sub Licensees shall not be entitled to transfer, sublicense, sub-contract, assign, delegate or convey any of rights or obligation, in whole or in part.

2. IOC Requirements All Sub Licensees and Sub Licences are subject to IOC approval and IOC requirements, (including but not limited to anti piracy and geo location requirements and sponsorship and advertising restrictions and obligations). Bidders should pay close attention to these requirements which are set out in the annexed Principle Terms. 3. Licence Documentation: The BBC will issue licence documentation. Principle Terms dealing with IOC requirements are contained in this ITT. Additional terms (including the additional terms applying to syndication of BBC Generated Material) shall be provide on request.


Section H Definitions “BBC Generated Material” means BBC branded Olympic programming including BBC Highlights and BBC Summaries available for transmission by Sub Licensees via either Computer Network Distribution or Mobile Platform "BBC Highlights" means a highlight package produced with natural sound of individual disciplines of the Games produced by the BBC and lasting approximately three (3) minutes. "BBC Summaries" means the summary packages produced with natural sound of the Games produced by the BBC and lasting approximately thirty (30) minutes. “BBC Syndicated Material” means the BBC’s own, branded, Olympic transmissions via the bbc.co.uk website in the case of Computer Network Distribution and/or via such other BBC interface as the BBC notifies the Sub Licensee of in the case of Mobile Platform. “Closed Exclusive” means non exclusive against :

i. the BBC (and the BBC’s subsidiaries or subsidiary undertakings from time to time);

ii. any Sub Licensee of BBC Syndicated Material whether via Computer Network Distribution or Mobile Platform ;

iii. any person exercising rights reserved to the IOC; iv. any pan European licences granted by the EBU; v. the rights held by Eurosport; vi. transmissions via any central pan European broadband platform by EBU

members; vii. in the case of Linear Closed Exclusive the simultaneous relay via Mobile

Platform and/or Computer Network Exhibition of a television service granted a right to transmit coverage of the Games via television pursuant to the UK’s Listed Events legislation or the EBU Rules

viii. over the air signal overspill from transmissions intended for reception outside the Territory and/or reception of signals by subscribers to Mobile Platform due to so called “roaming” agreements between mobile network operators

ix. transmissions by third parties pursuant to applicable law or regulation regarding news access/news reports;

but exclusive in the Territory as against (depending on which packages Closed Exclusive Rights are licensed) : In the case of On Demand : other On Demand transmissions of the On Demand package specified in the Sub Licence via the platform (Computer Network or Mobile Platform) specified in the Sub Licence in respect to such On Demand package. No rights to Linear transmission or exclusivity as against Linear transmission are included in On Demand Closed Exclusivity. In the case of Linear : other Linear transmissions of the Linear package specified in the Sub Licence via the platform (Computer Network Exhibition or Mobile Platform)


specified in the Sub Licence by a service in the same category (Free service or Pay service) as the Sub Licensee. No rights to On Demand transmission or exclusivity as against On Demand transmission are included in Linear Closed Exclusivity. “Closed Exclusivity” shall be construed accordingly.

"Computer Network Exhibition" means the broadcast or exhibition of an audio, graphic or audiovisual program by means of the Internet "Computer Network Exhibition Rights" means the rights to the broadcast or exhibition of an audiovisual programme of the Games in whole or in part or on a live or deferred basis by means of a the Internet. "Games" mean the Games of the XXIX Olympiad. "Games Term" means the period commencing on the date of this Agreement and continuing until 30 days after the last day of the Games. "Internet" means a non-licensed public (that is open to the public with free access as opposed to an intranet or extranet) data delivery network or networks (including broadband delivery networks) for point-to-point or point-to-multipoint transfer of digital information (including but not limited to video, audio and text) using open protocols (e.g. TCP or IP or any successor protocols thereto, whether now known or hereafter devised) to any device capable of accommodating open protocol, including televisions, personal computers, set-top boxes and other Internet-enabled devices, and any private or proprietary network that connects to such network(s) through bridges or gateways. “Linear” means the broadcast or exhibition of an audio or audiovisual programme intended for simultaneous reception by the public, in a predetermined order of sequence, the order, outcome, participants and contents of which cannot be altered by the viewer or end-user. "Mobile Media Rights" means the rights to the broadcast or exhibition of an audiovisual programme of the Games in whole or in part or on a live or deferred basis by means of a Mobile Platform. "Mobile Platform" means any wireless wide-area communications network that transmits telephony and/or multimedia data including, without limitation, wireless networks employing current International Telecommunications Union (ITU) standards (analogue, digital or third generation) over existing and future air interfaces (e.g. CDMA, TDMA, GPRS, GSM, EDGE, WAP and UMTS), but not including DVB-H. “On Demand” means exploitation where there is a set-up whereby individual users may choose the time and the place of reception of a transmission through access to the signal of their choice made available for that purpose on the Sub Licensee’s electronic database “Pay” means a service provided to and received by viewers whereby viewers are obliged, (in addition to any statutory licence fee), to pay any regular fee or charge for the right to receive and view such service including without limitation so called “basic” and “premium” tier subscription services


“Sub Licensee Generated Material” means Sub Licensees own On Demand material generated from the international feed of the Games “Territory”: means the United Kingdom


Section I Disciplines available for Live and/or Near Live Linear transmission Handball Days 1-16 Water Polo Days 2-16 Synchro swimming Days 9-13 Fencing Days 1-9 Softball Days 4-10 & 12-13 Wrestling Days 4-6, 8-9 & 11-13 Rhythmic Gymnastics Days 13-16 Archery Day 1


Section J Principle Terms Mobile Platform

2008 Summer Olympics Beijing

Principle Terms Mobile Platform 1. DEFINITIONS AND INTERPRETATIONS

"BOCOG" means the Organising Committee for the XXIX Olympic Summer Games Beijing 2008. "BBC Highlights" means a highlight package produced with natural sound of individual disciplines of the Games produced by the BBC and lasting no longer than [ ] minutes. "BBC Summaries" means the summary packages produced with natural sound of the Games produced by the BBC and lasting longer than [ ] minutes. "Composite Logo" means a mark combining a logo or name with one of the Olympic Marks as approved by the IOC. "Computer Network Exhibition" means the broadcast or exhibition of an audio, graphic or audiovisual program by means of the Internet or any other computer network system including, without limitation, any intranet or extranet system, local area network, proprietary computer service, whether by wired or wireless means (including, without limitation, any "WiFi" protocols). "EBU" means the European Broadcasting Union whose principal place of activity is situated at l'Ancienne-Route 17A, CH-1218 Grand-Saconnex, Switzerland. "EBU Multilateral Feeds" means television signals selected from the International Television Signal by the EBU which are made available to broadcasters for reception in a multi-channel pre-scheduled format. "EBU Territory" means the countries listed in Appendix 4. "Games" mean the Games of the XXIX Olympiad. "Games Marks" means the official emblem, mascot, Pictograms and other logos and insignias identifying the Games owned or controlled by the IOC or to which BOCOG may acquire the rights to use and license others the right to use. "Games Term" means the period commencing on the date of this Agreement and continuing until thirty (30) days after the last date of the Games


"International Broadcast Centre" means a building or area located at the site of the Games which is dedicated to providing services and facilities to broadcasters authorized to transmit Olympic Coverage. "International Television Signal" means the international television signals (picture and sound), to be produced by the host broadcaster for the Summer Games. The signals shall be delivered in standard definition 16:9 and/or high definition television 1080i,50 hz and the necessary related background sound and effects (international natural sound) together with included graphics, timing and data information. "Internet" means a non-licensed public (that is open to the public with free access as opposed to an intranet or extranet) data delivery network or networks (including broadband delivery networks) for point-to-point or point-to-multipoint transfer of digital information (including but not limited to video, audio and text) using open protocols (e.g. TCP or IP or any successor protocols thereto, whether now known or hereafter devised) to any device capable of accommodating open protocol, including televisions, personal computers, set-top boxes and other Internet-enabled devices, and any private or proprietary network that connects to such network(s) through bridges or gateways. "IOC" means the International Olympic Committee. "Licensed Coverage" means the broadcast or exhibition of the Games by the Licensee pursuant to the Licensed Rights. "Licensed Rights" means: [ ] "Licensed Territory" means United Kingdom. "Linear Exploitation" means the broadcast or exhibition of an audio or audiovisual programme intended for simultaneous reception by the public, in a predetermined order of sequence, the order, outcome, participants and contents of which cannot be altered by the viewer or end-user. "Live Distribution" means audiovisual programming derived from the International Television Signal that is transmitted live (that is without any delay). "Mobile Media Rights" means the rights to the broadcast or exhibition of an audiovisual programme of the Games in whole or in part or on a live or deferred basis by means of a Mobile Platform. "Mobile Platform" means any wireless wide-area communications network that transmits telephony and/or multimedia data including, without limitation, wireless networks employing current International Telecommunications Union (ITU) standards (analogue, digital or third generation) over existing and future air interfaces (e.g. CDMA, TDMA, GPRS, GSM, EDGE, WAP and UMTS), but not including DVB-H. "News Highlights" means Olympic Coverage which is part of a regularly scheduled news programme of any broadcaster of which the actual news element of such


programme constitutes the main feature and such programme is not positioned or promoted as an Olympic programme. "NOC" means the National Olympic Committees of the IOC. "Olympic Coverage" means any kind of broadcast or exhibition of the Games by any entity authorised by the LICENSOR within the Licensed Territory or the IOC outside the Licensed Territory. "Olympic Designations" means the Games Marks, the Olympic Symbol, the Composite Logos, the Pictograms, the words "Olympic" and "Olympiad" and the motto "Citius, Altius, Fortius". "Olympic Marks" means the Olympic Symbol and the Games Marks. "Olympic Symbol" means the five interlocking rings device mark used alone. The Olympic Symbol is the property of and is owned by the IOC. “On Demand” means exploitation where there is a set-up whereby individual users may choose the time and the place of reception of a transmission through access to the signal of their choice made available for that purpose on the Sub Licensee’s electronic database "On-Demand Video Clips" means the transmission and exhibition of excerpts of an audiovisual programme of the Games where the transmission is scheduled or requested by the viewer. "Pictograms" means the graphic designs adopted for use by BOCOG that identify each sport included in the Games and that do not contain the Olympic Symbol. "Promotional and Advertising Regulations" means the promotional and advertising regulations regulating the promotion and advertising of the Licensed Coverage contained in Appendix 2. "Sponsor Preference Regulations" means the regulations governing the offering of preferential sponsorship and advertising opportunities to official sponsors of the IOC, the relevant NOCs and BOCOG contained in Appendix 3. "Territorial Protection and Anti-Piracy Plan" means the plan submitted by the Licensee for the approval of the Licensor in accordance with this Agreement.

2 RESTRICTIONS ON EXERCISE OF RIGHTS 2.1 [Grant of rights] 2.2 Licensee may not broadcast or exhibit Licensed Coverage via any third party medium

or platform (that is, any medium or platform operated by any third party than the Licensee) without the prior written consent of the Licensor.


2.3 Licensee shall not alter, modify, substitute or otherwise manipulate the events,

participants, venues or other elements of the Games. 2.4 Licensee acknowledges that this Agreement grants no right to operate end-user voting

or polling systems that require or involve any payment in connection therewith. 2.5 Licensee acknowledges and agrees that the exercise of its rights are subject to the right

for the EBU to grant a licence for rights similar to the Licensed Rights to be exercised on a pan-European basis.

3. LICENSOR RESERVED RIGHTS 3.1 All rights not expressly granted in this Agreement are reserved to the EBU. 3.2 Without limiting the above, Licensee acknowledges that the Licensor reserves the

right to:

(a) authorise third parties to transmit News Highlights via a Mobile Platform in the Licensed Territory;

(b) authorise Olympic Coverage including News Highlights via Computer

Network Exhibition in the Licensed Territory; and [(c) use itself or grant to third parties rights the same or similar to the Licensed

Rights in respect of the Licensed Territory. [in the event that rights granted on a non-exclusive basis ]

4. PAYMENTS 4.1 In respect of the rights granted to Licensee hereunder, Licensee shall make payments

to the Licensor in accordance with Appendix 1. 4.2 All payments by Licensee hereunder shall be made in GBP Sterling free and clear of

and without deduction or liability for or on account of any currency control restrictions, import duties or any sales, use, value added or other tax, withholding, assessment, excise, impost, governmental charge or duty of any jurisdiction now existing or hereafter imposed.

4.3 If Licensee delays in the payment of any sum due under this Agreement, the Licensor

shall be entitled to charge interest at the rate of 4% (four per cent) per annum above the base rate of [Name of appropriate bank/UBS (Union de Banques Suisses) for the time being or the highest amount allowed by law (whichever is the less) on the amount of the delayed payment for the period of the delay, payable on demand. The payment of such interest shall be in addition to and not in substitution for any other remedies available to the Licensor in respect of non-payment.

5. TERRITORIAL PROTECTION AND ANTI-PIRACY


5.1 Licensee must ensure that access to the Licensed Coverage is limited to Licensee's end users and subscribers within the Licensed Territory and that unauthorized downloading and retransmission of Licensed Coverage using Licensee's Mobile Platform (such as person-to-person forwarding) is prohibited.

5.2 Licensee shall submit to the Licensor for onward approval by the EBU/IOC a detailed

written plan for the implementation of the restrictions set out in subsection 5.1 above (the Territorial Protection and Anti-Piracy Plan). The Licensor may propose amendments thereto or request further information or clarifications in respect thereof, and Licensee shall not be entitled to exercise the Licensed Rights until such time as the Licensor has approved such plan in writing.

5.3 Notwithstanding the earlier subsections, Licensee may make use of roaming

arrangements with other Mobile Platform operators within the EBU Territory that allow Licensee's subscribers who are located outside the Licensed Territory but within the EBU Territory to access the Licensed Coverage. Access by Licensee's subscribers outside the EBU Territory is not permitted.

5.4 Licensee acknowledges that other mobile operators situated in the EBU Territory but

operating outside the Licensed Territory may have roaming arrangements that permit their subscribers to access the Licensed Rights from those operators within the Licensed Territory.

6. PROMOTION AND ADVERTISING The Licensee shall at all times comply fully with the Promotional and Advertising

Regulations. 7. INFORMATION AND REPORTING In order to enable the Licensor to monitor the Games' impact and popularity, Licensee

will provide the Licensor within one (1) month of the completion of the Games copies of the coverage produced for exploitation of the Licensed Rights and all relevant information on customer response to the coverage (for example a breakdown of downloads per clip per day), other than personal information about individual customers, in a format acceptable to the EBU.

8. SOURCE OF MOVING IMAGES Licensee shall access the International Television Signal and/or the EBU Multilateral

Feeds at the International Broadcast Centre or at such other point nominated by the Licensor. Access shall be granted on Licensor's usual terms and conditions, for which Licensee shall pay to the Licensor the technical cost of such access.

[OR] Licensee has chosen not to access the International Television Signal or the Licensor

Multilateral Feeds, but will enter into an agreement to source coverage from an Official Broadcaster in the Licensed Territory.


9. ASSIGNMENT AND SUB-LICENSING 9.1 Licensee shall not be entitled to transfer, sublicense, sub-contract, assign, delegate or

convey any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the Licensor (which may be given or withheld at the Licensor’s absolute discretion).

9.2 Licensee hereby grants to the Licensor a royalty-free, perpetual, world-wide licence to

any copyright Licensee may acquire in relation to the Licensed Rights.

9.3 Licensee agrees to assign to the Licensor all right, title and interest in and to any intellectual property made, devised or developed by Licensee in connection with the exploitation of the Licensed Rights. Without prejudice to the above, Licensee hereby assigns to the Licensor (including by way of future assignment of copyright and design right) the copyright and design right in any if its transmissions or recordings in which such rights may subsist, and for the whole period for which such copyright and/or design right is to subsist in any transmissions or recordings of the Licensed Rights. 9.4 At Licensor's request Licensee shall sign such documents and do such other things as may be necessary formally to vest ownership of any intellectual property right in the Licensed Rights to the Licensor and render such assistance as the Licensor may reasonably require to obtain appropriate protection for any intellectual property anywhere in the world.

10. LICENSEE REPRESENTATIONS AND WARRANTIES Licensee hereby represents and warrants that:

(a) it is fully entitled to enter into this Agreement and to perform all its obligations hereunder, and that it has not entered into any agreements inconsistent with the provisions hereof;

(b) it will comply with all applicable laws and regulations with respect to the

exercise of its rights hereunder;

(c) the Territorial Protection and Anti-Piracy Plan is and will be effective to enable Licensee to comply with its obligations under this Agreement, and Licensee acknowledges that any approval of such a plan by the Licensor shall not relieve Licensee from these obligations;

(d) it shall undertake no advertising or promotion in relation to the Licensed Coverage except in accordance with a plan approved by the Licensor in accordance with the Promotional and Advertising Regulations; and

(e) it shall defend, indemnify and hold the Licensor harmless from and against any

claims, demands, proceedings or damages (including attorneys' fees) in case of breach of any term of this Agreement;

11. LICENSOR REPRESENTATIONS AND WARRANTIES


The Licensor hereby represents and warrants that it is fully entitled to grant Licensee the rights described herein and to perform all its obligations hereunder and that it has not entered into and will not enter into any agreement inconsistent with the provisions hereof.

12. FORCE MAJEURE Neither party will be responsible for delays resulting from causes beyond the

reasonable control of such party (including without limitation fire, explosion, flood, war, accident, sabotage, riot, etc; compliance with governmental requests, laws and regulations, orders or actions; or labour trouble, strike, lockout or injunction), provided that the nonperforming party uses commercially reasonable efforts to avoid or remove such causes of non-performance and continues performance under this Agreement with reasonable dispatch whenever such causes are removed.

13. TERM AND TERMINATION 13.1 This Agreement shall remain in force during the Games Term. 13.2 The Licensor may terminate this Agreement forthwith by written notice if:

(a) Licensee fails to observe or perform any of its obligations hereunder and does not remedy such failure within five (5) days after being called upon to do so by written notice, or, if the date of the notice is less than fourteen (14) days before the beginning of the Games, within 24 (twenty four) hours of being so called upon.

(b) Licensee fails to make any payment due under this Agreement on the due date.

(c) Licensee becomes bankrupt or insolvent or enters into liquidation (other than a

voluntary liquidation for the purposes of reconstruction, amalgamation or similar reorganisation) or enters into any arrangement or composition with its creditors or any of them, or has a receiver or administrator appointed over all or a part of its property or assets.

14. RELATIONSHIP OF THE PARTIES This Agreement does not constitute either party to be the agent of the other, or create a

partnership, joint venture or similar relationship between the parties, and no party shall have the power to obligate or bind the other party in any manner whatsoever. The parties hereto shall act in all respects as independent contractors.

15. WAIVER Any waiver by either party of a breach of any provision of this Agreement shall be in

writing and shall not operate as or be construed to be a waiver of any other breach of such provision of this Agreement. Failure by either party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be


considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

16. NOTICES All notices, consents, approvals and statements hereunder shall be given in writing to

the respective addresses of the parties as set forth below, unless notification of a change of address is given in writing. Any notice shall be sent by despatch of telefax and confirmed the same day by registered mail and shall be deemed received upon receipt of such telefax.

LICENSOR [Insert Address and addressee:]

LICENSEE [Insert Address and addressee: ]

17. CONFIDENTIALITY The parties acknowledge that the contents, and in particular the financial details, of

this Agreement are confidential and agree to take whatever measures are reasonably necessary to preserve such confidentiality, unless disclosure is required by law. The duties of the parties hereunder shall survive the expiration or earlier termination of this Agreement.

18. PUBLICITY

No publicity release or announcement concerning this Agreement or the transactions contemplated hereby shall be made by Licensee without advance approval thereof by the Licensor.

20. GOVERNING LAW

The interpretation, construction and effect of this Agreement shall be governed by and construed in accordance with English Law and each party hereby irrevocably submits to the exclusive jurisdiction of the English Courts.

21. CO-OPERATION AND OLYMPIC SPIRIT 21.1 The Licensee acknowledges and accepts that the use and exploitation of the Licensed

Rights and any activities related thereto (including, without limitation, promotional and advertising activities) must be carried out in cooperation and close coordination with the Licensor and, through the EBU, the IOC.

21.2 The Licensee agrees that the exploitation of the Licensed Rights and any publicity

relating to the exploitation of such rights shall at all times conform to the spirit and meaning of the Olympic games and the Olympic movement. Accordingly, the Licensee agrees that the Licensed Coverage and the advertising related thereto and any


other activities undertaken by the Licensee as permitted under this Agreement shall always be dignified, in good taste, and of high quality in every respect.

22. APPENDICES The following appendices are attached hereto and are incorporated herein as an

integral part of this Agreement: Appendix 1: Payment Appendix 2: Promotional and Advertising Regulations Appendix 3: Sponsor Preference Regulations 23 Third parties A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act. Appendices The following appendices are attached hereto and are incorporated herein as an

integral part of this Agreement: Appendix 1: Payment Appendix 2: Promotional and Advertising Regulations Appendix 3: Sponsor Preference Regulations Appendix 4: EBU Territory


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in two (2) copies by their duly authorised representatives on the day and year first written above. LICENSOR LICENSEE


APPENDIX 1

Payment


APPENDIX 2

Promotional and Advertising Regulations 1. GENERAL 1.1 The Licensee shall be entitled to promote and advertise the availability of the Licensed

Coverage on its Mobile Platform (including the type of content or coverage to be made available); provided that, unless such Mobile Platform is maintained and operated by an official sponsor of an NOC, any such promotion or advertising shall be carried out solely in a manner so as to promote the availability of the Licensed Coverage on the applicable Mobile Platform and not for the purpose of promoting the Mobile Platform, the Mobile Platform operator itself or any corporate brand or image.

1.2 The Licensee shall provide to the Licensor for its review a written description of its

overall plan for the advertising and promotion of the availability of the Licensed Coverage (the "Mobile Platform Advertising Plan"). The Mobile Platform Advertising Plan shall outline the Licensee’s overall promotional and advertising program and campaign for the transmission via its Mobile Platform of the Licensed Coverage and shall include budget estimates for such program and campaign, representative samples of all promotional and advertising material intended to be used in connection with such program or campaign and the layout for the presentation of the Licensed Coverage on the Licensee's Mobile Platform. The Licensee shall not be entitled to launch any program or campaign unless the Licensor has approved, in writing, the Mobile Platform Advertising Plan.

1.3 In considering the Mobile Platform Advertising Plan, the Licensor reserves the right to

require the Licensee to amend or revise the Mobile Platform Advertising Plan, as necessary, in order to avoid consumer confusion with respect to the identity of official sponsors of the IOC or an NOC or if the Licensor reasonably believes that the plan has the effect of promoting the Mobile Platform, the Mobile Platform operator or any corporate brand or image, as opposed to the availability of the Licensed Coverage.

2. APPROVALS 2.1 Any Mobile Platform Advertising Plan must be approved by the Licensor in writing.

Following the Licensor’s approval of the Mobile Platform Advertising Plan, the Licensee may advertise and promote the availability of the Licensed Coverage on a Mobile Platform, as and to the extent set forth in the Mobile Platform Advertising Plan.

2.2 Thereafter, if the Licensee wishes to advertise or promote the availability of the

Licensed Coverage other than as set forth in the Mobile Platform Advertising Plan previously submitted to and approved by the Licensor the Licensee shall prepare and submit to the Licensor a new or amended plan, as applicable, for the Licensor’s review and approval.

3. SPECIFIC CONDITIONS


Any broadcast or exhibition of the Licensed Coverage on a Mobile Platform and the

advertising and promotion thereof shall, at all times, be subject to the following:

(a) The Licensee shall not have the right to create, use or authorize the use of any Composite Logo;

(b) The Licensee shall not have the right to use the phrase "Official Broadcaster of

the [ Games/Olympics]", "Official Wireless Network of the [Games/Olympics]" or any similar phrase, designation or identification relating to the IOC, the Games or the Olympic Games;

(c) Subject to the provisions of clause (d). below, the Licensee shall not have the

right to use or authorize the use of any Olympic Designations in its broadcast, exhibition, advertising or promotion of the Licensed Coverage. For the avoidance of doubt, the Licensee shall not be required to remove Olympic Designations as they appeared in the original and/or principal broadcast and exhibition of any Retransmitted Mobile Programming (as defined below);

(d) Subject to obtaining the agreement of the Source Broadcaster (as defined

below) if the Licensee retransmits Olympic Coverage (or portions thereof) that was initially or concurrently broadcast and exhibited by means of a media other than via a Mobile Platform or Computer Network Exhibition ("Retransmitted Mobile Programming"), the Licensee shall be permitted to identify the third party source (the "Source Broadcaster") of such Retransmitted Mobile Programming. For example, the Licensee would be permitted to use the phrase "Watch [Source Broadcaster’s] coverage of the Games on [name or brand of Licensee]" or such other similar or equivalent phrase approved by the EBU.

(e) Subject to the prior written approval of the Licensor in the event that the

Licensee sub-licences Olympic Coverage which does not identify the Source Broadcaster the Licensee shall be entitled to use either of the following two phrases: "Watch [coverage/clips/images or similar] of the Games on [name of brand of Licensee]" or "Watch [Eurovision's coverage/clips/images or similar of the Games on [name of brand of Licensee]"

(f) In addition, the Source Broadcaster shall be permitted to promote the

availability of its Olympic Coverage on the Mobile Platform of the Licensee. For example, the Source Broadcaster would be permitted to state in its advertisements and promotions that "The [name of Source Broadcaster’s] coverage of the Games is available on [name or brand of Licensee]", or such other similar or equivalent phrase approved by the Licensor. Nothing in this clause shall prohibit the Source Broadcaster, to the extent it is otherwise permitted to create and use a Composite Logo, from: (i) including the Source Broadcaster’s Composite Logo in any advertisements or promotions referencing the availability of its Olympic Coverage over such mobile platform, or (ii) authorizing the use by the Licensee of the Source Broadcaster’s Composite Logo in any advertisements or promotions undertaken by the Licensee promoting the availability of the Source


Broadcaster’s Olympic Coverage on its mobile platform; provided that, in each case, the Source Broadcaster’s Composite Logo shall not appear in close proximity to the name, logo or other identifying marks of the Licensee or otherwise be used in a manner so as to promote the Licensee, as opposed to the availability of the Source Broadcaster’s Olympic Coverage on the Licensee’s Mobile Platform;

(g) The Licensee shall have no right to superimpose its name, logo or other

identifying marks on any Olympic Coverage broadcast or exhibited over its Mobile Platform or to otherwise brand any such Olympic Coverage in any manner. For example, the Licensee shall not be permitted to utilize in any advertisement or promotion a phrase such as "Watch the [Licensee’s] daily highlights of the Games", or any similar or equivalent phrase; and

(h) The above requirements are not intended to limit the Licensee's right to sell

sponsorship and advertising opportunities relating to its Mobile Platform exhibition of the Licensed Coverage in accordance with an approved Mobile Platform Advertising Plan; provided that it shall offer preferential sponsorship and advertising opportunities to official sponsors of the IOC, the relevant NOCs and BOCOG in accordance with provisions set out in the Sponsor Preference Regulations.


APPENDIX 3

Sponsor Preference Regulations 1. Licensee acknowledges the IOC's wish that Olympic sponsors be given every

opportunity to become sponsors of the coverage of the Games and obtain advertising spots.

2. Subject to applicable laws and regulations, Licensee shall offer firstly to the

international sponsors of the IOC, as listed in the Annex attached hereto:

(a) a Right of Protected First Negotiation (as defined below) for all sponsorship opportunities in connection with the coverage of the Summer Games, including any promotions for such coverage; and

(b) a Right of Protected First Negotiation (as defined below), in relation to the

product or service category(ies) for which such sponsors were granted Olympic rights, for advertising spots (if any) during the Licensed Coverage and adjacencies (as defined below) to such coverage.

"Right of Protected First Negotiation" means that Licensee shall first negotiate in

good faith and on a commercially reasonable basis for a period of (i) forty-five (45) days for all sponsorship opportunities and (ii) thirty (30) days for advertising spots. Thereafter, Licensee will be free to negotiate with third parties, provided that no more advantageous terms and conditions (all things considered) are offered to such third parties than those which have been offered to the international sponsors of the IOC without first going back to such international sponsors and giving them a reasonable period of time to respond.

3. After carrying out its obligations referred to in Paragraph 2 above, Licensee shall offer

to the sponsors of the NOC(s) in the Licensed Territory, as well as to sponsors of BOCOG in the Licensed Territory where they have obtained the right from the respective NOC(s) to use Olympic Marks, Competitive Access (as defined below) to obtain sponsorship opportunities in connection with the Licensed Coverage of the Games and to obtain advertising spots (if any) during all programs comprising the Licensed Coverage, including programs or video clips promoting the coverage of the Games, and adjacencies to such programs.

"Competitive Access" means the opportunity to purchase a comparable amount and

quality of advertising time on the same terms and conditions as made available to other companies, subject to prior sale.

4. In the event that the Licensed Coverage does not include advertising spots during and

adjacencies to, such coverage, then Licensee shall offer Competitive Access (as defined above) first to the sponsors of the IOC and secondly to the sponsors of the NOC(s) in the Licensed Territory, as well as to the sponsors of BOCOG who have obtained the right from the NOC(s) to use Olympic Marks in the Licensed Territory, to obtain advertising airtime during the closest block of advertising preceding such coverage and during the closest block of advertising following such coverage,


provided that such respective blocks of advertising time are not separated by more than one hour from the Licensed Coverage.

5. In the context of Paragraphs 2 to 4 above, "adjacencies" means the total period

between the end of the program preceding the Licensed Coverage and the beginning of the Licensed Coverage, and the total period between the end of the Licensed Coverage and the following program.

6. It is agreed that, with respect to the sale of any remaining sponsorship opportunities in

connection with the Licensed Coverage during the period from ninety (90) to thirty-one (31) days before the opening ceremony of the Games, the applicable period of negotiation shall be reduced to fifteen (15) days. However, beginning thirty (30) days before the opening ceremony, the applicable period of negotiation shall be further reduced to one half the time then remaining until the opening ceremony, it being understood that, in any event, the delay shall not be reduced to less than twenty four (24) hours. Notwithstanding any reductions in the negotiating periods, Licensee shall still exercise all reasonable efforts to first approach the Olympic sponsors referred to above.

7. It is agreed that, with respect to the sale of any remaining advertising spots in

connection with the Licensed Coverage during the period from ninety (90) to thirty-one (31) days before the opening ceremony of the Games, the applicable periods of negotiation shall be reduced to ten (10) days. However, in any event, beginning thirty (30) days before the opening ceremony, Licensee may sell any such remaining advertising spots in accordance with its standard commercial practices, it being understood that Licensee shall still exercise all reasonable efforts to first approach the Olympic sponsors referred to above.

8. Licensee agrees that it shall not be authorized to grant to its sponsors the right to use,

and shall forbid its sponsors from using, the Olympic Marks and Composite Logo or other marks or configurations clearly associated with the Olympic movement for any purpose, or from using terms or expressions implying sponsorship of the Games. Without limiting the generality of the foregoing, Licensee shall not authorize its sponsors to use the terms "Olympic" and/or "Games" in any advertising or promotion (televised, audio, printed or otherwise) in connection with the Licensed Coverage. Such sponsors shall, however, be authorized to use the phrase "This program is offered to you by..." or an equivalent phrase approved in writing by the EBU. Licensee shall insert provisions in its contracts with its sponsors in order to ensure the foregoing. The provisions contained in this paragraph shall not apply in regard to sponsors of the IOC, sponsors of the NOC(s) in the Licensed Territory and to sponsors of BOCOG in the Licensed Territory where they have obtained the relevant access rights from the NOC(s) to use Olympic Marks.

9. Licensee agrees that it will not knowingly exhibit any advertising or promotional

material that contains any Olympic Marks, the Composite Logo or any references to or images of the Olympic Games or any other material clearly implying the existence of any association or official relationship between any person, firm or entity and the IOC, BOCOG or the Games without the prior approval of the EBU. Upon request, and where the Licensor has reasonable grounds to believe that any ambush marketing is occurring or that there is an unauthorized use of Olympic Marks, Licensee shall


promptly provide to the Licensor a copy of all related advertisements in connection with the Licensed Coverage. The provisions of the first sentence of this paragraph shall not apply in regard to sponsors of the IOC, sponsors of the NOC(s) in the Licensed Territory and to sponsors of BOCOG in the Licensed Territory where they have obtained the relevant access rights from the NOC(s) to use Olympic Marks.

10. Licensee shall offer, firstly, to the international sponsors of the IOC and, secondly, to

the sponsors of the respective NOC(s) in the Licensed Territory, as well as to sponsors of BOCOG in the Licensed Territory where they have obtained the relevant access rights from the respective NOC(s) to use Olympic Marks, sponsorship opportunities and advertising spots with respect to General Olympic-Related Programming (as defined below) in the same manner that Licensee is obliged to offer such opportunities with respect to the Licensed Coverage, as set forth in Paragraph 2(a) above, except that the forty-five (45) day period and thirty (30) day period referred to in the "Right of Protected First Negotiation" shall be reduced to twenty (20) days.

For the purpose of this paragraph, "General Olympic-Related Programming" shall

mean programming which:

(i) has elements of the Olympics as its principal theme, and (ii) is exhibited by Licensee during the period beginning three months prior to the

opening ceremony of the Games and ending upon the expiration of the Games Term.


ANNEX TO APPENDIX 3

IOC INTERNATIONAL SPONSORS -TOP VI PARTNERS

Product categories and advertising contacts

LIST OF IOC INTERNATIONAL SPONSORS - TOP VI

KEY CONTACTS as of 22 December 2006

THE COCA-COLA COMPANY (product category: Non-alcoholic beverages)

Mr. Peter Franklin Director, Global Sports Partnerships The Coca-Cola Company One Coca-Cola Plaza Atlanta, GA 30301, USA TEL: +1 404 676 6334 FAX: +1 404 598 6334 EMAIL: [email protected]

GENERAL ELECTRIC

(product category: Energy Power Generation and

Distribution Systems, Security Equipment and Systems, Water Treatment Facilities and Services, Portable Structures, Lighting Fixtures and Systems, Plastics, Silicones, Aircraft Engines, MRI and Ultrasound Equipment, and Railway Transportation Systems)

Matthias Hanssen Global Director, Olympic Marketing GE Europe NV 2-4 Rond Point Schuman 1040 Brussels Belgium TEL: +32 2 235 6914 FAX: +32 2 235 6877 EMAIL: [email protected]

KODAK (product category: Film / Photographics and Imaging)

Mr. Gregory Walker Director & Divisional VP, Presence and Alliance Marketing Eastman Kodak Company 3003 Summit Blvd. - Suite 1100 Atlanta, GA 30319, USA TEL: +1 770 522 2816 FAX: +1 770 522 2888 EMAIL: [email protected]


JOHNSON & JOHNSON (product category - Medical devices and products - Consumer and personal health products)

Jowen Rankin Vice President Corporate Equity Johnson & Johnson 410 George Street New Brunswick, NJ 08901 USA Tel: (732) 524-1811 Fax: (732) 246-7407 Email: [email protected]

LENOVO (product category: Information Technology (IT) Equipment)

Mr. Leon Xie Corporate Marketing Department Lenovo No. 6 Chuang Ye Road Haidian District Beijing, China 100085, China TEL: +86 010-8287-5662 TEL: +86 010-8287-6630 EMAIL: [email protected]

McDONALD’S (product category: Retail Food Services and retail food products)

Mr. Jonathan Tauber Sr. Manager, McDonald's Global Marketing McDonald's Corporation 2915 Jorie Blvd. Oak Brook, IL 60523, USA TEL: +1 630 623 3486 FAX: +1 630 623 7140 EMAIL: [email protected]

PANASONIC (product category: Audio, TV & video equipment)

Mr. Masa Fukata Leader, Sports Marketing Office Marketing Team Matsushita Electric Industrial Co., Ltd. OBP Panasonic Tower 33F 1-61 Shiromi 2-chome, Chuo-ku Osaka 540-6255, Japan TEL: +81 6 6937 7594 FAX: +81 6 6949 2366 EMAIL: [email protected]


SAMSUNG (product category: Wireless Communications Equipment)

Mr. Y. T. Cha Manager Samsung Electronics Co., Ltd. 22nd fl. Samsung Main Bldg. 250, 2-Ka, Taepyung-Ro, Chung-Ku Seoul 100-742, Korea TEL: +82 2 727 7688 FAX: +82 2 727 7826 EMAIL: [email protected]

ATOS ORIGIN (product category: Information Technology)

Ms. Christine Hirzel Director, Major Events Marketing-Communication Atos Origin Tour Les Miroirs C 18, avenue d’Alsace 92926 Paris La Défense Cedex France TEL: +33 1 55 91 24 68 FAX: +33 1 55 91 21 80 EMAIL: [email protected]

OMEGA (product category: Timing, Scoring and Venue Results Services)

Mr. Christophe Berthaud VP - New Technology and Business Development Omega AG Faubourg du Lac 6 2504 Bienne Switzerland TEL: +41 79 434 13 75 EMAIL: [email protected]

VISA (product category: Payment Systems)

Mr. Scot Smythe VP Event Marketing VISA International 900 Metro Center Blvd Foster City, CA 94404, USA TEL: +1 650 432 33 98 EMAIL: [email protected]


MANULIFE

(product category: Life Insurance / Annuities)

Ms. Dona Driscoli SVP, Brand Management and Corporate Communications Manulife/John Hancock 601 Congress Street Boston, MA 02210-2805, USA TEL: +1 617 663 43 61 FAX: +1 617 663 45 81 EMAIL: [email protected]


List of BOCOG sponsors holding rights within EBU territory Dated 3 May 2007

This list may be updated from time to time

Sponsor Product category Territories (within EBU) Alcoholic Beer Austria Non-alcoholic Beer Belgium Cyprus Denmark Finland Great Britain Greece Hungary Ireland Malta Portugal Russia

ANHEUSER-BUSCH INTERNATIONAL, INC.

Contact: TBA

Spain Diversified mineral resources, including but not limited to the following minerals and metals in all their raw, semi-processed and metal forms:

Algeria Russia (not yet confirmed)

* Gold * Silver * Copper & Copper Concentrates * Aluminium, Alumina & Bauxite * Lead * Zinc * Iron Ore (including Iron Ore Pellets, HBI, DRI, etc.) * Natural & Gem Quality Diamonds * Titanium * Zircon * Nickel * Chrome (including Chrome Alloys) * Cobalt * Coal * Coking Coal (Metallurgical Coal) * Coke (a by product of Coking Coal) * Manganese (including Manganese Alloys and Manganese Metal)

BHP BILLITON

Contact: Maria McCarthy Email:

[email protected]

* Molybdenum


APPENDIX 4

EBU TERRITORY

EBU COUNTRIES OVERSEAS TERRITORIES Albania Algeria Andorra Armenia Azerbaijan Austria Belarus Belgium Bosnia-Herzegovina Bulgaria Croatia Cyprus Czech Republic Denmark Faroes, Greenland Egypt Estonia

Ex. Yugoslavia The territories of the former Yugoslavia that are not expressly listed. Finland Former Yugoslav Republic of Macedonia France French Guiana, French Polynesia, Guadeloupe, Reunion, Martinique, Mayotte, New

Caledonia, St Pierre and Miquelon, French Southern and Antarctic Lands, Wallis and Futuna

Georgia Germany Greece Hungary Iceland Ireland Israel Italy Jordan Latvia Lebanon Libya Liechtenstein Lithuania Luxembourg Malta Moldova Monaco Montenegro Morocco Netherlands Aruba, Netherlands Antilles (Bonaire, Curacao, Saba, Saint Martin, Saint Eustatius) Norway Spitsbergen Poland Portugal The Azores, Madeira Romania Russia (including the territories of the former USSR not given separately on the present list) San Marino Serbia Slovakia Slovenia Spain The Canary Islands Sweden Switzerland Tunisia Turkey Ukraine United Kingdom Vatican Section K Principle Terms Computer Network


Section k

2008 Summer Olympics Beijing Principle Terms Computer Network Exhibition

1. DEFINITIONS AND INTERPRETATIONS 1.1 In this Agreement the following expressions shall, unless the context otherwise

requires, have the following meanings:

"BOCOG " means the Organising Committee for the XXIX Olympic Summer Games Beijing 2008. "BBC Highlights" means a highlight package produced with natural sound of individual disciplines of the Games produced by the BBC and lasting no longer than [ ] . "BBC Summaries" means the summary packages produced with natural sound of the Games produced by the BBC and lasting no longer than [ ]. "Composite Logo" means a mark combining a logo or name with one of the Olympic Marks as approved by the IOC. "Computer Network Exhibition" means the broadcast or exhibition of an audio, graphic or audiovisual programme by means of the Internet.

"Computer Network Exhibition Rights" means the rights to the broadcast or exhibition of an audiovisual programme of the Games in whole or in part or on a live or deferred basis by means of the Internet. "EBU" means the European Broadcasting Union whose principal place of activity is situated at l'Ancienne-Route 17A, CH-1218 Grand-Saconnex, Switzerland. "EBU Multilateral Feeds" means television signals selected from the International Television Signal by the EBU which are made available to broadcasters for reception in a multi-channel pre-scheduled format. "Games" mean the Games of the XXIX Olympiad to be held predominantly in and around the cities of Beijing, Qingdao for the sailing competition, Hong Kong for the equestrian competition and Tianjin, Qinhuangdao, Shenyang and Shanghai for the football competition, all such cities in China, currently scheduled to commence with the Opening Ceremony on 8 August 2008 and to end on 24 August 2008 and, subject to the provisions of Rule 48 of the Olympic Charter, currently includes the following: (a) Opening, Closing and victory Ceremonies held by the IOC or BOCOG; (b) all preliminary, qualifying and trial heats, semi-final and final sport

competitions (including training and practice sessions at Games venues where accreditation is required throughout the period that accreditation is required at the time of the Summer Games) in the sports of archery, athletics, badminton,


baseball, basketball, boxing, canoeing, cycling, equestrian, fencing, football (including any preliminary matches which may take place prior to the Opening Ceremony of the Summer Games), gymnastics, handball, hockey, judo, modern pentathlon, rowing, shooting, softball, aquatics, table tennis, taekwondo, tennis, triathlon, volleyball, weightlifting, wrestling and sailing and any other sporting events that may be authorized for inclusion in the Summer Games;

(c) all exhibition sports, if any, as approved by the IOC, for inclusion in the

Games of the XXIX Olympiad, which are presented by BOCOG; and "Games Marks" means the official emblem, mascot, Pictograms and other logos and insignias identifying the Games owned or controlled by the IOC or to which BOCOG may acquire the rights to use and license others the right to use. "Games Term" means the period commencing on the date of this Agreement and continuing until 30 days after the last day of the Games. "International Broadcast Centre" means a building or area located at the site of the Games which is dedicated to providing services and facilities to broadcasters authorized to transmit Olympic Coverage. "International Television Signal" means the international television signals (picture and sound), to be produced by the host broadcaster for the Games. The signals shall be delivered in standard definition 16:9 and/or high definition television 1080i,50 hz and the necessary related background sound and effects (international natural sound) together with included graphics, timing and data information. "Internet" means a non-licensed public (that is open to the public with free access as opposed to an intranet or extranet) data delivery network or networks (including broadband delivery networks) for point-to-point or point-to-multipoint transfer of digital information (including but not limited to video, audio and text) using open protocols (e.g. TCP or IP or any successor protocols thereto, whether now known or hereafter devised) to any device capable of accommodating open protocol, including televisions, personal computers, set-top boxes and other Internet-enabled devices, and any private or proprietary network that connects to such network(s) through bridges or gateways. "IOC" means the International Olympic Committee. "Licensed Coverage" means the broadcast or exhibition of the Games by the Licensee pursuant to the Licensed Rights. "Licensed Rights" means [ ].

"Licensed Territory" means


"Linear Exploitation" means the broadcast or exhibition of an audio or audiovisual programme intended for simultaneous reception by the public, in a predetermined order of sequence, the order, outcome, participants and contents of which cannot be altered by the viewer or end-user. "Mobile Platform" means any wireless wide-area communications network that transmits telephony and/or multimedia data including, without limitation, wireless networks employing current International Telecommunications Union (ITU) standards (analogue, digital or third generation) over existing and future air interfaces (e.g. CDMA, DVB-H, TDMA, GPRS, GSM, EDGE, WAP and UMTS). "News Highlights" means Olympic Coverage which is part of a regularly scheduled news programme of any broadcaster of which the actual news element of such programme constitutes the main feature and such programme is not positioned or promoted as an Olympic programme. "NOC" means the National Olympic Committees of the IOC. "Non-Linear Exploitation" means exploitation where there is a set-up whereby individual users may choose the time and the place of reception of a transmission through access to the signal of their choice made available for that purpose on the broadcaster's electronic database. "Olympic Coverage" means any kind of broadcast or exhibition of the Games by any entity authorised by the Licensor within the Territory or the IOC outside the Territory. "Olympic Designations" means the Games Marks, the Olympic Symbol, the Composite Logos, the Pictograms, the words "Olympic" and "Olympiad" and the motto "Citius, Altius, Fortius". "Olympic Marks" means the Olympic Symbol and the Games Marks. "Olympic Symbol" means the five interlocking rings device mark used alone. The Olympic Symbol is the property of and is owned by the IOC. "On-Demand Video Clips" means the transmission and exhibition of excerpts of an audiovisual programme of the Games where the transmission is scheduled or requested by the viewer. "Pictograms" means the graphic designs adopted for use by BOCOG that identify each sport included in the Games and that do not contain the Olympic Symbol. "Promotional and Advertising Regulations" means the promotional and advertising regulations regulating the promotion and advertising of the Licensed Coverage contained in Appendix 2. "Sponsor Preference Regulations" means the regulations governing the offering of preferential sponsorship and advertising opportunities to official sponsors of the IOC, the relevant NOCs and BOCOG contained in Appendix 3.


"Territorial Protection and Anti-Piracy Plan" means the plan submitted by the Licensee for the approval of the Licensor in accordance with this Agreement.

1.2 Reference to Clauses, Sub-clauses and Appendices are, unless otherwise stated, references to clauses and sub-clauses of and appendices to this Agreement.

1.3 Words importing the singular include the plural and vice versa. Words importing the

masculine gender include the feminine and neuter and vice versa. References to persons include incorporated and unincorporated bodies.

1.4 Headings are for convenience only and shall not affect the interpretation of this

Agreement. 2 GRANT OF RIGHTS AND RESTRICTIONS ON EXERCISE OF RIGHTS 2.1 [Grant of rights] 2.1 the Licensed Rights will be granted within the Licensed Territory for the Games Term. 2.2 Licensee may not broadcast or exhibit Licensed Coverage via any third party medium

or platform (that is, any medium or platform operated by any third party other than the Licensee) without the prior written consent of the Licensor.

2.3 Licensee shall not alter, modify, substitute or otherwise manipulate the events,

participants, venues or other elements of the Games. 2.4 Licensee acknowledges that this Agreement grants no right to operate end-user voting

or polling systems that require or involve any payment in connection therewith. 2.5 Licensee acknowledges and agrees that the exercise of its rights are subject to the right

for the EBU to grant to a third party the right to exercise rights similar to the Licensed Rights on a pan-European basis.

3. LICENSOR RESERVED RIGHTS 3.1 All rights not expressly granted in this Agreement are reserved to the Licensor. 3.2 Without limiting the above, Licensee acknowledges that the Licensor reserves the

right to:

(a) authorise third parties to transmit News Highlights via Computer Network Exhibition in the Licensed Territory;

(b) authorise Olympic Coverage including News Highlights via a Mobile Platform

in the Licensed Territory; and [(c) use itself or grant to third parties rights the same or similar to the Licensed

Rights in respect of the Licensed Territory. - in the event that rights granted on a non-exclusive basis].


4. PAYMENTS 4.1 In respect of the rights granted to Licensee hereunder, Licensee shall make payments

to the Licensor in accordance with Appendix 1. 4.2 All payments by Licensee hereunder shall be made in GBP Pounds Sterling free and

clear of and without deduction or liability for or on account of any currency control restrictions, import duties or any sales, use, value added or other tax, withholding, assessment, excise, impost, governmental charge or duty of any jurisdiction now existing or hereafter imposed.

4.3 If Licensee delays in the payment of any sum due under this Agreement, the Licensor

shall be entitled to charge interest at the rate of 4% (four per cent) per annum above the base rate of UBS (Union de Banques Suisses) for the time being or the highest amount allowed by law (whichever is the less) on the amount of the delayed payment for the period of the delay, payable on demand. The payment of such interest shall be in addition to and not in substitution for any other remedies available to the Licensor in respect of non-payment.

5. TERRITORIAL PROTECTION AND ANTI-PIRACY 5.1 Licensee must ensure that:

(a) access to the Licensed Coverage is limited to end users within the Licensed Territory;

(b) Licensed Coverage will be clearly watermarked to distinguish it from the

source television signal; (c) no Licensed Coverage will be made available for download (it will be

delivered only as session streams); (d) URLs for the Licensed Coverage will be encrypted and not be accessible from

outside the Licensed Territory; (e) Licensed Coverage will be encoded at a minimum rate of 256Kbps; (f) Licensed Coverage can be rapidly removed from the Licensee's platform

should the Licensor so require; and (g) it can actively and continuously monitor the outgoing streams and provide a

daily report to the Licensor detailing the number of streams served and the country to which such streams were delivered.

5.2 Licensee shall submit to the Licensor for onward approval by the EBU/IOC a detailed

written plan setting out how it will implement the restrictions set out in subsection 5.1 above (including details of the geo-location solution chosen), the method to be used to prevent deep linking (e.g. token encryption of a secondary geo-IP check at the streaming server), the bit-rate and codec to be used for encoding the streams, and


examples of the use of the chosen solution for previous major sporting or other events (the Territorial Protection and Anti-Piracy Plan). The Licensor may propose amendments thereto or request further information or clarifications in respect thereof, and Licensee shall not be entitled to exercise the Licensed Rights until such time as the Licensor has approved such plan in writing.

5.3 Licensee acknowledges that the IOC, BOCOG, each NOC, each international sports

federation, the official sponsors of the IOC, BOCOG and each NOC and any other participant in the IOC's Olympic network on the Internet has the right to engage in Computer Network Exhibition of the Games within the Territory at any time, other than the broadcast or display of moving images of the Games during the actual period of the Games.

6. PROMOTION AND ADVERTISING The Licensee shall at all times comply fully with the Promotional and Advertising

Regulations. 7. INFORMATION AND REPORTING In order to enable the Licensor to monitor the Games' impact and popularity, forty-five

(45) days prior to the Games Licensee will provide, the Licensor with its proposed programming schedule for the Games and within one (1) month of the completion of the Games information relating to its Games coverage and all relevant information on customer response to the coverage (for example a breakdown of downloads per clip per day), other than personal information about individual customers, in a format acceptable to the Licensor. Licensee will also provide to the Licensor on a daily basis during the Games the report set out in Clause 5.1(g).

8. SOURCE OF MOVING IMAGES Licensee shall access the International Television Signal and/or the Licensor

Multilateral Feeds at the International Broadcast Centre or at such other point nominated by the Licensor. Access shall be granted on Licensor's usual terms and conditions, for which Licensee shall pay to the Licensor the technical cost of such access.

9. ASSIGNMENT AND SUB-LICENSING 9.1 Licensee shall not be entitled to transfer, sublicense, sub-contract, assign, delegate or

convey any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the Licensor (which may be given or withheld at the Licensor’s absolute discretion).

9.2 Licensee agrees to assign to the Licensor all right, title and interest in and to any intellectual property made, devised or developed by Licensee in connection with the exploitation of the Licensed Rights. Without prejudice to the above, Licensee hereby assigns to the Licensor (including by way of future assignment of copyright and design right) the copyright and design right in any if its transmissions or recordings in which


such rights may subsist, and for the whole period for which such copyright and/or design right is to subsist in any transmissions or recordings of the Licensed Rights. 9.3 At Licensor's request Licensee shall sign such documents and do such other things as may be necessary formally to vest ownership of any intellectual property right in the Licensed Rights to the Licensor and render such assistance as the Licensor may reasonably require to obtain appropriate protection for any intellectual property anywhere in the world. Licensee agrees to assign to the EBU all right, title and interest in and to any intellectual property made, devised or developed by Licensor in connection with the exploitation of the Licensed Rights. Without prejudice to the above, Licensor hereby assigns to the Licensor (including by way of future assignment of copyright and design right) the copyright and design right in any if its transmissions or recordings in which such rights may subsist, and for the whole period for which such copyright and/or design right is to subsist in any transmissions or recordings of the Licensed Rights. 9.4 At Licensor's request Licensee shall sign such documents and do such other things as may be necessary formally to vest ownership of any intellectual property right in the Licensed Rights to the Licensor and render such assistance as the EBU may reasonably require to obtain appropriate protection for any intellectual property anywhere in the world.

10. LICENSEE REPRESENTATIONS AND WARRANTIES Licensee hereby represents and warrants that:

(a) it is fully entitled to enter into this Agreement and to perform all its obligations hereunder, and that it has not entered into any agreements inconsistent with the provisions hereof;

(b) it will comply with all applicable laws and regulations with respect to the

exercise of its rights hereunder;

(c) the Territorial Protection and Anti-Piracy Plan is and will be effective to enable Licensee to comply with its obligations under this Agreement, and Licensee acknowledges that any approval of such a plan by the Licensor shall not relieve Licensee from these obligations;

(d) it shall undertake no advertising or promotion in relation to the Licensed

Coverage except in accordance with a plan approved by the Licensor in accordance with the Promotional and Advertising Regulations; and

(e) it shall defend, indemnify and hold the Licensor harmless from and against any

claims, demands, proceedings or damages (including attorneys' fees) in case of breach of any term of this Agreement;

11. LICENSOR REPRESENTATIONS AND WARRANTIES


The Licensor hereby represents and warrants that it is fully entitled to grant Licensee the rights described herein and to perform all its obligations hereunder and that it has not entered into and will not enter into any agreement inconsistent with the provisions hereof.

12. FORCE MAJEURE Neither party will be responsible for delays resulting from causes beyond the

reasonable control of such party (including without limitation fire, explosion, flood, war, accident, sabotage, riot, etc; compliance with governmental requests, laws and regulations, orders or actions; or labour trouble, strike, lockout or injunction), provided that the nonperforming party uses commercially reasonable efforts to avoid or remove such causes of non-performance and continues performance under this Agreement with reasonable dispatch whenever such causes are removed.

13. TERM AND TERMINATION 13.1 This Agreement shall remain in force during the Games Term. 13.2 The Licensor may terminate this Agreement forthwith by written notice if:

(a) Licensee fails to observe or perform any of its obligations hereunder and does not remedy such failure within five (5) days after being called upon to do so by written notice, or, if the date of the notice is less than fourteen (14) days before the beginning of the Games, within 24 (twenty four) hours of being so called upon.

(b) Licensee fails to make any payment due under this Agreement on the due date.

(c) Licensee becomes bankrupt or insolvent or enters into liquidation (other than a

voluntary liquidation for the purposes of reconstruction, amalgamation or similar reorganisation) or enters into any arrangement or composition with its creditors or any of them, or has a receiver or administrator appointed over all or a part of its property or assets.

14. RELATIONSHIP OF THE PARTIES This Agreement does not constitute either party to be the agent of the other, or create a

partnership, joint venture or similar relationship between the parties, and no party shall have the power to obligate or bind the other party in any manner whatsoever. The parties hereto shall act in all respects as independent contractors.

15. WAIVER Any waiver by either party of a breach of any provision of this Agreement shall be in

writing and shall not operate as or be construed to be a waiver of any other breach of such provision of this Agreement. Failure by either party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.


16. NOTICES All notices, consents, approvals and statements hereunder shall be given in writing to

the respective addresses of the parties as set forth below, unless notification of a change of address is given in writing. Any notice shall be sent by despatch of telefax and confirmed the same day by registered mail and shall be deemed received upon receipt of such telefax.

LICENSOR [Insert Address and addressee:]

LICENSEE [Insert Address and addressee: ]


17. CONFIDENTIALITY The parties acknowledge that the contents, and in particular the financial details, of

this Agreement are confidential and agree to take whatever measures are reasonably necessary to preserve such confidentiality, unless disclosure is required by law. The duties of the parties hereunder shall survive the expiration or earlier termination of this Agreement.

18. PUBLICITY No publicity release or announcement concerning this Agreement or the transactions

contemplated hereby shall be made by Licensee without advance approval thereof by the Licensor.

19. INTEGRATION AND SEVERABILITY 19.1 This Agreement (including the Appendices) is intended to be the sole and complete

statement of obligation of the parties as to the subject matter hereof and supersedes all previous understandings, negotiations and proposals as to such subject matter.

19.2 This Agreement may not be altered, amended or modified except in writing signed by

a duly authorised representative of the parties hereto. In the event of any one or more provisions contained in this Agreement being held, for any reason, to be unenforceable in any respect under the laws of any country, state or organisation:

(a) such unenforceability shall not affect any other provisions of this Agreement,

(b) this Agreement shall be construed as if such unenforceable provisions had not

been contained therein, and

(c) the parties shall negotiate in good faith to replace any unenforceable provision by such enforceable provision as has effect nearest to that of the provision being replaced.

20. GOVERNING LAW 20.1 The interpretation, construction and effect of this Agreement shall be governed in all

respects by the laws of England and Wales and each party hereby irrevocably submits to the exclusive jurisdiction of the English Courts

21. CO-OPERATION AND OLYMPIC SPIRIT 21.1 The Licensee acknowledges and accepts that the use and exploitation of the Licensed

Rights and any activities related thereto (including, without limitation, promotional and advertising activities) must be carried out in cooperation and close coordination with the Licensor, the EBU and, through the EBU, the IOC.

21.2 The Licensee agrees that the exploitation of the Licensed Rights and any publicity

relating to the exploitation of such rights shall at all times conform to the spirit and meaning of the Olympic games and the Olympic movement. Accordingly, the


Licensee agrees that the Licensed Coverage and the advertising related thereto and any other activities undertaken by the Licensee as permitted under this Agreement shall always be dignified, in good taste, and of high quality in every respect.

22. APPENDICES The following appendices are attached hereto and are incorporated herein as an

integral part of this Agreement: Appendix 1: Payment Appendix 2: Promotional and Advertising Regulations Appendix 3: Sponsor Preference Regulations 22 Third parties A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in two (2) copies by their duly authorised representatives on the day and year first written above. LICENSOR LICENSEE


APPENDIX 1

Payment Payment


APPENDIX 2

Promotional and Advertising Regulations 1. GENERAL 1.1 The Licensee shall be entitled to promote and advertise the availability of the Licensed

Coverage on its platform (including the type of content or coverage to be made available); provided that, unless such platform is maintained and operated by an official sponsor of an NOC, any such promotion or advertising shall be carried out solely in a manner so as to promote the availability of the Licensed Coverage on the applicable platform and not for the purpose of promoting the platform, the platform operator itself or any corporate brand or image.

1.2 The Licensee shall provide to the Licensor for its review a written description of its

overall plan for the advertising and promotion of the availability of the Licensed Coverage (the "Advertising Plan"). The Advertising Plan shall outline the Licensee’s overall promotional and advertising program and campaign for the transmission via its platform of the Licensed Coverage and shall include budget estimates for such program and campaign, representative samples of all promotional and advertising material intended to be used in connection with such program or campaign and the layout for the presentation of the Licensed Coverage on the Licensee's platform. The Licensee shall not be entitled to launch any program or campaign unless the Licensor has approved, in writing, the Advertising Plan.

1.3 In considering the Advertising Plan, the Licensor reserves the right to require the

Licensee to amend or revise the Advertising Plan, as necessary, in order to avoid consumer confusion with respect to the identity of official sponsors of the IOC or an NOC or if the Licensor reasonably believes that the plan has the effect of promoting the platform, the platform operator or any corporate brand or image, as opposed to the availability of the Licensed Coverage.

2. APPROVALS [See Explanatory Note 6] 2.1 Any Advertising Plan must be approved by the Licensor in writing. Following the

Licensor’s approval of the Advertising Plan, the Licensee may advertise and promote the availability of the Licensed Coverage on a platform, as and to the extent set forth in the Advertising Plan.

2.2 Thereafter, if the Licensee wishes to advertise or promote the availability of the

Licensed Coverage other than as set forth in the Advertising Plan previously submitted to and approved by the Licensor the Licensee shall prepare and submit to the Licensor a new or amended plan, as applicable, for the Licensor’s review and approval.

3. SPECIFIC CONDITIONS


Any broadcast or exhibition of the Licensed Coverage on a platform and the advertising and promotion thereof shall, at all times, be subject to the following:

(a) The Licensee shall not have the right to create, use or authorize the use of any

Composite Logo; (b) The Licensee shall not have the right to use the phrase "Official Broadcaster of

the [Games/Olympics]", "Official Network of the [Games/Olympics]" or any similar phrase, designation or identification relating to the IOC, the Games or the Olympic Games;

(c) Subject to the provisions of clause (d) below, the Licensee shall not have the

right to use or authorize the use of any Olympic Designations in its broadcast, exhibition, advertising or promotion of the Licensed Coverage. For the avoidance of doubt, the Licensee shall not be required to remove Olympic Designations as they appeared in the original and/or principal broadcast and exhibition of any Retransmitted Programming (as defined below);

(d) Subject to obtaining the agreement of the Source Broadcaster (as defined

below) if the Licensee retransmits Olympic Coverage (or portions thereof) that was initially or concurrently broadcast and exhibited by means of a media other than via a platform or Computer Network Exhibition ("Retransmitted Programming"), the Licensee shall be permitted to identify the third party source (the "Source Broadcaster") of such Retransmitted Programming. For example, the Licensee would be permitted to use the phrase "Watch [Source Broadcaster’s] coverage of the Games on [name or brand of Licensee ]" or such other similar or equivalent phrase approved by the EBU MEMBER.

(e) Subject to the prior written approval of the Licensor in the event that the

Licensee sub-licences Olympic Coverage which does not identify the Source Broadcaster the Licensee shall be entitled to use either of the following two phrases: "Watch [coverage/clips/images or similar] of the Games on [name of brand of Licensee]" or "Watch [Eurovision's coverage/clips/images or similar of the Games on [name of brand of Licensee]"

(f) In addition, the Source Broadcaster shall be permitted to promote the

availability of its Olympic Coverage on the platform of the Licensee. For example, the Source Broadcaster would be permitted to state in its advertisements and promotions that "The [name of Source Broadcaster’s] coverage of the Games is available on [name or brand of Licensee]", or such other similar or equivalent phrase approved by the Licensor. Nothing in this clause shall prohibit the Source Broadcaster, to the extent it is otherwise permitted to create and use a Composite Logo, from: (i) including the Source Broadcaster’s Composite Logo in any advertisements or promotions referencing the availability of its Olympic Coverage over such platform, or (ii) authorizing the use by the Licensee of the Source Broadcaster’s Composite Logo in any advertisements or promotions undertaken by the Licensee promoting the availability of the Source Broadcaster’s Olympic Coverage on its platform; provided that, in each case, the Source Broadcaster’s Composite Logo shall not appear in close proximity to the name, logo or other identifying


marks of the Licensee or otherwise be used in a manner so as to promote the Licensee, as opposed to the availability of the Source Broadcaster’s Olympic Coverage on the Licensee’s platform;

(g) The Licensee shall have no right to superimpose its name, logo or other

identifying marks on any Olympic Coverage broadcast or exhibited over its platform or to otherwise brand any such Olympic Coverage in any manner. For example, the Licensee shall not be permitted to utilize in any advertisement or promotion a phrase such as "Watch the [Licensee’s] daily highlights of the Summer Games", or any similar or equivalent phrase; and

(h) The above requirements are not intended to limit the Licensee's right to sell

sponsorship and advertising opportunities relating to its platform exhibition of the Licensed Coverage in accordance with an approved Advertising Plan; provided that it shall offer preferential sponsorship and advertising opportunities to official sponsors of the IOC, the relevant NOCs and BOCOG in accordance with provisions set out in the Sponsor Preference Regulations.


APPENDIX 3

Sponsor Preference Regulations 1. Licensee acknowledges the IOC's wish that Olympic sponsors be given every

opportunity to become sponsors of the coverage of the Games and obtain advertising spots.

2. Subject to applicable laws and regulations, Licensee shall offer firstly to the

international sponsors of the IOC, as listed in the Annex attached hereto:

(a) a Right of Protected First Negotiation (as defined below) for all sponsorship opportunities in connection with the coverage of the Summer Games, including any promotions for such coverage; and

(b) a Right of Protected First Negotiation (as defined below), in relation to the

product or service category(ies) for which such sponsors were granted Olympic rights, for advertising spots (if any) during the Licensed Coverage and adjacencies (as defined below) to such coverage.

"Right of Protected First Negotiation" means that Licensee shall first negotiate in

good faith and on a commercially reasonable basis for a period of (i) forty-five (45) days for all sponsorship opportunities and (ii) thirty (30) days for advertising spots. Thereafter, Licensee will be free to negotiate with third parties, provided that no more advantageous terms and conditions (all things considered) are offered to such third parties than those which have been offered to the international sponsors of the IOC without first going back to such international sponsors and giving them a reasonable period of time to respond.

3. After carrying out its obligations referred to in Paragraph 2 above, Licensee shall offer

to the sponsors of the respective NOC(s) [may well be just one (1)] in the Licensed Territory, as well as to sponsors of BOCOG in the Licensed Territory where they have obtained the right from the respective NOC(s) to use Olympic Marks [Check numbers if any], Competitive Access (as defined below) to obtain sponsorship opportunities in connection with the Licensed Coverage of the Games and to obtain advertising spots (if any) during all programs comprising the Licensed Coverage, including programs or video clips promoting the coverage of the Games, and adjacencies to such programs.

"Competitive Access" means the opportunity to purchase a comparable amount and

quality of advertising time on the same terms and conditions as made available to other companies, subject to prior sale.

4. In the event that the Licensed Coverage does not include advertising spots during and

adjacencies to, such coverage, then Licensee shall offer Competitive Access (as defined above) first to the sponsors of the IOC and secondly to the sponsors of the respective NOC(s) in the Licensed Territory, as well as to the sponsors of BOCOG who have obtained the right from the respective NOC(s) to use Olympic Marks in the Licensed Territory, to obtain advertising airtime during the closest block of advertising preceding such coverage and during the closest block of advertising


following such coverage, provided that such respective blocks of advertising time are not separated by more than one hour from the Licensed Coverage.

5. In the context of Paragraphs 2 to 4 above, "adjacencies" means the total period

between the end of the program preceding the Licensed Coverage and the beginning of the Licensed Coverage, and the total period between the end of the Licensed Coverage and the following program.

6. It is agreed that, with respect to the sale of any remaining sponsorship opportunities in

connection with the Licensed Coverage during the period from ninety (90) to thirty-one (31) days before the opening ceremony of the Games, the applicable period of negotiation shall be reduced to fifteen (15) days. However, beginning thirty (30) days before the opening ceremony, the applicable period of negotiation shall be further reduced to one half the time then remaining until the opening ceremony, it being understood that, in any event, the delay shall not be reduced to less than twenty four (24) hours. Notwithstanding any reductions in the negotiating periods, Licensee shall still exercise all reasonable efforts to first approach the Olympic sponsors referred to above.

7. It is agreed that, with respect to the sale of any remaining advertising spots in

connection with the Licensed Coverage during the period from ninety (90) to thirty-one (31) days before the opening ceremony of the Games, the applicable periods of negotiation shall be reduced to ten (10) days. However, in any event, beginning thirty (30) days before the opening ceremony, Licensee may sell any such remaining advertising spots in accordance with its standard commercial practices, it being understood that Licensee shall still exercise all reasonable efforts to first approach the Olympic sponsors referred to above.

8. Licensee agrees that it shall not be authorized to grant to its sponsors the right to use,

and shall forbid its sponsors from using, the Olympic Marks and Composite Logo or other marks or configurations clearly associated with the Olympic movement for any purpose, or from using terms or expressions implying sponsorship of the Games. Without limiting the generality of the foregoing, Licensee shall not authorize its sponsors to use the terms "Olympic" and/or "Games" in any advertising or promotion (televised, audio, printed or otherwise) in connection with the Licensed Coverage. Such sponsors shall, however, be authorized to use the phrase "This program is offered to you by..." or an equivalent phrase approved in writing by the EBU MEMBER. Licensee shall insert provisions in its contracts with its sponsors in order to ensure the foregoing. The provisions contained in this paragraph shall not apply in regard to sponsors of the IOC, sponsors of the NOC(s) in the Licensed Territory and to sponsors of BOCOG in the respective countries in the Licensed Territory where they have obtained the relevant access rights from the NOC(s) to use Olympic Marks.

9. Licensee agrees that it will not knowingly exhibit any advertising or promotional

material that contains any Olympic Marks, the Composite Logo or any references to or images of the Olympic Games or any other material clearly implying the existence of any association or official relationship between any person, firm or entity and the IOC, BOCOG or the Games without the prior approval of the Licensor. Upon request, and where the Licensor has reasonable grounds to believe that any ambush marketing is occurring or that there is an unauthorized use of Olympic Marks, Licensee shall


promptly provide to the Licensor a copy of all related advertisements in connection with the Licensed Coverage. The provisions of the first sentence of this paragraph shall not apply in regard to sponsors of the IOC, sponsors of the NOC(s) in their respective countries in the Licensed Territory and to sponsors of BOCOG in the Licensed Territory where they have obtained the relevant access rights from the NOC(s) to use Olympic Marks.

10. Licensee shall offer, firstly, to the international sponsors of the IOC and, secondly, to

the sponsors of the respective NOC(s) in the Licensed Territory, as well as to sponsors of BOCOG in the Licensed Territory where they have obtained the relevant access rights from the respective NOC(s) to use Olympic Marks, sponsorship opportunities and advertising spots with respect to General Olympic-Related Programming (as defined below) in the same manner that Licensee is obliged to offer such opportunities with respect to the Licensed Coverage, as set forth in Paragraph 2(a) above, except that the forty-five (45) day period and thirty (30) day period referred to in the "Right of Protected First Negotiation" shall be reduced to twenty (20) days.

For the purpose of this paragraph, "General Olympic-Related Programming" shall

mean programming which:

(i) has elements of the Olympics as its principal theme, and (ii) is exhibited by Licensee during the period beginning three months prior to the

opening ceremony of the Games and ending upon the expiration of the Games Term.


ANNEX TO APPENDIX 3

IOC INTERNATIONAL SPONSORS -TOP VI PARTNERS

Product categories and advertising contacts

LIST OF IOC INTERNATIONAL SPONSORS - TOP VI

KEY CONTACTS as of 22 December 2006

THE COCA-COLA COMPANY (product category: Non-alcoholic beverages)

Mr. Peter Franklin Director, Global Sports Partnerships The Coca-Cola Company One Coca-Cola Plaza Atlanta, GA 30301, USA TEL: +1 404 676 6334 FAX: +1 404 598 6334 EMAIL: [email protected]

GENERAL ELECTRIC

(product category: Energy Power Generation and Distribution Systems, Security Equipment and Systems, Water Treatment Facilities and Services, Portable Structures, Lighting Fixtures and Systems, Plastics, Silicones, Aircraft Engines, MRI and Ultrasound Equipment, and Railway Transportation Systems)

Matthias Hanssen Global Director, Olympic Marketing GE Europe NV 2-4 Rond Point Schuman 1040 Brussels Belgium TEL: +32 2 235 6914 FAX: +32 2 235 6877 EMAIL: [email protected]

KODAK (product category: Film / Photographics and Imaging)

Mr. Gregory Walker Director & Divisional VP, Presence and Alliance Marketing Eastman Kodak Company 3003 Summit Blvd. - Suite 1100 Atlanta, GA 30319, USA TEL: +1 770 522 2816 FAX: +1 770 522 2888 EMAIL: [email protected]


JOHNSON & JOHNSON (product category - Medical devices and products - Consumer and personal health products)

Jowen Rankin Vice President Corporate Equity Johnson & Johnson 410 George Street New Brunswick, NJ 08901 USA Tel: +1 (732) 524-1811 Fax: +1 (732) 246-7407 Email: [email protected]

LENOVO (product category: Information Technology (IT) Equipment)

Mr. Leon Xie Corporate Marketing Department Lenovo No. 6 Chuang Ye Road Haidian District Beijing, China 100085, China TEL: +86 010-8287-5662 TEL: +86 010-8287-6630 EMAIL: [email protected]

MCDONALD'S (product category: Retail Food Services and retail food products)

Mr. Jonathan Tauber Sr. Manager, McDonald's Global Marketing McDonald's Corporation 2915 Jorie Blvd. Oak Brook, IL 60523, USA TEL: +1 630 623 3486 FAX: +1 630 623 7140 EMAIL: [email protected]

PANASONIC (product category: Audio, TV & video equipment)

Mr. Masa Fukata Leader, Sports Marketing Office Marketing Team Matsushita Electric Industrial Co., Ltd. OBP Panasonic Tower 33F 1-61 Shiromi 2-chome, Chuo-ku Osaka 540-6255, Japan TEL: +81 6 6937 7594 FAX: +81 6 6949 2366 EMAIL: [email protected]


SAMSUNG (product category: Wireless Communications Equipment)

Mr. Y. T. Cha Manager Samsung Electronics Co., Ltd. 22nd fl. Samsung Main Bldg. 250, 2-Ka, Taepyung-Ro, Chung-Ku Seoul 100-742, Korea TEL: +82 2 727 7688 FAX: +82 2 727 7826 EMAIL: [email protected]

ATOS ORIGIN (product category: Information Technology)

Ms. Christine Hirzel Director, Major Events Marketing-Communication Atos Origin Tour Les Miroirs C 18, avenue d’Alsace 92926 Paris La Défense Cedex France TEL: +33 1 55 91 24 68 FAX: +33 1 55 91 21 80 EMAIL: [email protected]

OMEGA (product category: Timing, Scoring and Venue Results Services)

Mr. Christophe Berthaud VP - New Technology and Business Development Omega AG Faubourg du Lac 6 2504 Bienne Switzerland TEL: +41 79 434 13 75 EMAIL: [email protected]

VISA (product category: Payment Systems)

Mr. Scot Smythe VP Event Marketing VISA International 900 Metro Center Blvd Foster City, CA 94404, USA TEL: +1 650 432 33 98 EMAIL: [email protected]


MANULIFE (product category: Life Insurance / Annuities)

Ms. Dona Driscoli SVP, Brand Management and Corporate Communications Manulife/John Hancock 601 Congress Street Boston, MA 02210-2805, USA TEL: +1 617 663 43 61 FAX: +1 617 663 45 81 EMAIL: [email protected]


List of BOCOG sponsors holding rights within EBU territory Dated 3 May 2007

This list may be updated from time to time

Sponsor Product category Territories (within

EBU) Alcoholic Beer Austria Non-alcoholic Beer Belgium Cyprus Denmark Finland Great Britain Greece Hungary Ireland Malta Portugal Russia

ANHEUSER-BUSCH INTERNATIONAL, INC.

Contact: TBA

Spain Diversified mineral resources, including but not limited to the following minerals and metals in all their raw, semi-processed and metal forms:

Algeria Russia (not yet confirmed)

* Gold * Silver * Copper & Copper Concentrates * Aluminium, Alumina & Bauxite * Lead * Zinc * Iron Ore (including Iron Ore Pellets, HBI, DRI, etc.) * Natural & Gem Quality Diamonds * Titanium * Zircon * Nickel * Chrome (including Chrome Alloys) * Cobalt * Coal * Coking Coal (Metallurgical Coal)

BHP BILLITON

Contact: Maria McCarthy Email:

[email protected]:

* Coke (a by product of Coking Coal)


* Manganese (including Manganese Alloys and Manganese Metal)

* Molybdenum


Section L Non Disclosure Agreement

NON-DISCLOSURE AGREEMENT

THIS AGREEMENT (the "Agreement") is made this ____ day of ___________ 2007 between the British Broadcasting Corporation (the “BBC”) (1) and [ ] LIMITED a company incorporated in England whose registered number is [ ] and whose registered office is situate at [ ] (“the Bidder”)(2) .

A. The BBC as a member of the EBU holds certain UK audio visual rights to the 2008 Summer Olympics. The BBC has issued an Invitation To Submit Expressions Of Interest (the “ITT”) for On Demand Computer Network Exhibition Rights and Mobile Media Rights and Linear Computer Network Exhibition Rights and Mobile Media Rights to the 2008 Summer Olympics as such terms are defined in the ITT (the “Rights”) which are being offered in accordance with the EBU’s Sublicensing Rules and undertakings notified by the EBU to the European Commission “EBU Rules”.

B. The BBC has appointed an independent third party (“Trustee”) (on terms (including confidentiality and conflict of interest) notified to the European Commission by the EBU) to monitor the marketing of the Rights.

C. The Bidder wishes to seek clarification or information regarding the ITT, and/or bid for certain of the rights and/ or otherwise take part in the bidding process.

D. The parties wish to discuss and exchange information relating to a possible sub licence of certain of the Rights (“the Project”).

This Agreement is in consideration of each party passing to Confidential Information to the other party.The Parties Agree as follows where either party discloses (“the Discloser”) Confidential Information to the other party (“the Recipient”):

1. Definitions

Confidential Information" means : (a) information that Discloser discloses to the Recipient in pursuance of the Recipient’s potential business relationship with the Discloser in relation to the Project and which the Discloser designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential; and (b)correspondence and discussions between the parties regarding the Project. Confidential Information shall not include that information defined as Confidential Information above that : entered or subsequently enters the public domain without the Recipient's breach of any obligation owed to the Discloser; became known to the Recipient prior to the Discloser’s disclosure of such information to the Recipient; became known to the Recipient from a source other than the Discloser other than by the breach of an obligation of confidentiality owed to the Discloser; is disclosed by the Discloser to a third party without restrictions on its disclosure; or "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without


limitation written or printed documents and computer disks or tapes, whether machine or user readable.

2. Restrictions

2.1 Subject to 2.23 and clause 3 the Recipient shall not disclose any Confidential Information to third parties for five (5) years following the date of its disclosure by the Discloser to the Recipient provided that the Recipient may disclose Confidential Information in accordance with any law (including but not limited to the Freedom of Information Act) or any judicial order of order of any other competent body, provided the Recipient shall give the Discloser reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.

2.2 The Recipient shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information.

2.3 The Recipient may disclose Confidential Information or Materials only to its employees or consultants on a need-to-know basis or if required to do so by statute or any court or other competent body. The Recipient shall execute appropriate written agreements with its employees and consultants sufficient to enable it to comply with all the provisions of this Agreement.

2.4 Confidential Information and Materials may be disclosed, reproduced, summarised or distributed only in pursuance of the Recipient's business relationship with the Discloser in relation to the Project, and only as otherwise provided in these conditions.

2.5 The Recipient shall segregate all such Confidential Materials from the confidential materials of others in order to prevent commingling.

2.6 The Recipient shall notify the Discloser immediately upon discovery of any unauthorised use or disclosure of Confidential Information or Materials, or any other breach of this Agreement by the Recipient, and will co-operate with the Discloser in every reasonable way to help the Discloser regain possession of the Confidential Information or Materials and prevent its further unauthorised use

2.7 The Recipient shall immediately return all originals, copies, reproductions and summaries of Confidential Information or Materials at the Discloser’s request or at the Discloser's option, certify destruction of the same.

2.8 The Recipient acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that the Discloser shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.


2.9 Any notices required under this Agreement shall be sent as follows:

For the BBC: David Murray, Senior Rights and Commercial Executive, BBC Sport Rm 5090 Television Centre Wood Lane London W12 7RJ [email protected]. For Bidder: [ ]

3. Authorised Disclosure. (Not withstanding any other provision of this Agreement) the BBC shall be entitled to disclose:

3.1 to the Trustee for the purpose of the Trustee carrying out the Trustee’s duties pursuant to the Trustee’s appointment (and if requested to the European Commission) all correspondence between the parties regarding the Project and details of all negotiations between the parties regarding the Project.

3.2 to the EBU or IOC, if requested, details of negotiations regarding the Project

and draft sub licnence

4. Miscellaneous

All Confidential Information and Materials are and shall remain the property of the Discloser notwithstanding anything added thereto by the Recipient. By disclosing information to the Recipient, the Discloser does not grant any express or implied right to the Recipient to or under any of the Discloser's patents, copyrights, trademarks, or trade secret information.

4.2 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior discussions between them as to Confidential Information. This Agreement shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both the Recipient and the Discloser. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Discloser, its agents, or employees, but only by an instrument in writing signed by an authorised officer of the Discloser. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.

4.3 Save in the event of any fraudulent misrepresentation Discloser does not accept responsibility or liability for or make any representation, statement or expression of opinion or warranty, express or implied, with respect to the accuracy or completeness of the Confidential Information or any oral communication in connection therewith unless and save to the extent that such representation, statement, expression of opinion or warranty is expressly incorporated into any legally binding contract between Recipient and Discloser


4.4 If either the Discloser or the Recipient employs legal representation to enforce any rights arising out of or relating to this Agreement the prevailing party shall be entitled to recover reasonable legal fees.

4.5 Process may be served on either party: by mail, postage prepaid, certified or registered, return receipt requested: by overnight air express courier (or comparable international air express service), charges prepaid, return receipt requested; or by such other method as is authorised by law or court rule.

4.6 These conditions are binding on all officers employees and servants of the Recipient and all associated companies and associates (as defined in the Income and Corporation Taxes Act 1988 Sections 416 and 417) of the Recipient and all officers employees and servants of such persons

4.7 If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

4.8 If the Recipient is executing this Agreement on behalf of a corporation or other legal entity that individual hereby warrants that he/she is duly authorised to execute this Agreement on behalf of said corporation or other legal entity and to fully bind said corporation or other legal entity to all of the terms and conditions set forth above.

4.9 This Agreement shall be construed according to the laws of England and Wales and the parties consent to the exclusive jurisdiction of the English courts

As witness the hands of the parties or their duly authorized representatives the day and year first above written: Signed for and on behalf of The British Broadcasting Corporation by:

Signed for and on behalf of by

…………………………… Signature

…………………………… Signature

…………………………… Name

…………………………… Name

…………………………… Title

…………………………… Title


Section M Games Schedule

Olympics New Media ITT - BBCdownloads.bbc.co.uk/.../olympics_new_media_itt_1.pdf · Olympics New...

Documents

Transcript of Olympics New Media ITT - BBCdownloads.bbc.co.uk/.../olympics_new_media_itt_1.pdf · Olympics New...