TELEVISION BROADCAST RIGHTS AGREEMENT

This Agreement is made at [] and entered into on by and

between

(1) [] (hereafter “Licensor”), and

(2) [] (hereafter “Licensee”)

RECITALS

A. The Licensor owns and controls the commercial rights to each of the Matches, and the

Opening and Closing Ceremonies (all of which are defined below).

B. By this Agreement, the Licensor wishes to grant to Licensee the Television Broadcast

Rights (“RIGHTS”) within the Territory (as defined below), such Rights to include the right

to transmit and/or make available coverage of the Matches and the Opening and Closing

Ceremonies during the Rights Period (all of which are defined below), subject to the terms

and conditions set out in this Agreement.

C. Licensee wishes to acquire the Rights in consideration for payment to the Licensor of the

Rights Fee (as defined below) and other sums which are detailed herein and otherwise upon

the terms and subject to the conditions contained herein.

WHEREAS IT IS HEREBY AGREED AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, unless the context requires otherwise, the following terms shall have

the

following meanings:

Affiliate shall mean, with respect to any party, any corporation, joint venture, or other

business entity (i) which owns at least 20% of the share capital or equity interest of such

party, (ii) in which such party owns 20% of its share capital or equity interest, (iii) at least

20% of the shares of which are owned by the parent company of such Party, or (iv) Controls,

is Controlled by or under common Control with such party;

Agreement means this agreement, including the Schedules and Appendices hereto;

Analogue Terrestrial Broadcast means:

(a) any broadcast in analogue format of audio-visual images which is made by means of an

"over the air" terrestrial broadcast by Hertzian waves, which is capable of reception by the

general public by means of a standard home antenna or aerial and which is intended for

viewing on a television set; and

Ancillary Rights means the rights set out in Clause 2.8 below;

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Archive Footage means (i) audio, visual and/or audio-visual coverage of matches, together

with the opening and closing ceremonies and (ii) at any time from expiry of [] hours after

the relevant Match, Clips of Footage;

Archive Rights means the exclusive right to transmit and/or make available Archive Footage

for any purpose whatsoever (including without limitation, for the purposes of inclusion of the

same within any advertising or commercial, any compilation or other programme) by

Television Delivery, any and all derivative and/or successor technologies whether now

known or invented or developed in the future;

Audio Feed means an audio only feed with ambient sound from the Venue produced by the

Host Broadcaster to which commentary may be added;

Audio Rights means the right to transmit, broadcast and/or make available audio coverage of

the Matches, the Opening and Closing Ceremonies, including the Audio Feed and/or

Unilateral Commentary, by any means of electronic distribution, including Television

Delivery and during the Rights Period, on a live or delayed basis, in full and/or in part;

Bank Guarantee means the financial guarantee issued by a reputable bank approved in

writing in advance by the Licensor, which bank guarantees shall guarantee and secure

performance and fulfilment by Licensee of its obligations under this Agreement, including

guaranteeing and securing payment of the Rights Fee in accordance with the terms of this

Agreement;

Brand Guidelines means those regulations, restrictions and limitations issued from time to

time by and/or on behalf of Licensor relating to the use and reproduction of the official titles,

trademarks and logos of any Match, Opening and Closing Ceremony, any Team, and such

other persons as may be specified by Licensor which guidelines are subject to change by

Licensor in its absolute discretion but which shall not, in the Licensor’s reasonable opinion,

conflict with the terms of this Agreement;

Broadcast Distribution Systems means DTH Delivery, Cable TV Delivery, DTT Delivery,

Analogue Terrestrial Broadcast and Mobile Technologies;

Broadcaster Guidelines means those regulations, restrictions and limitations issued from

time to time by, and/or on behalf of, Licensor relating to production, distribution,

transmission and/or making available of Footage (including the imposition of any on-screen

graphics, adverts or commercial or sponsored features) and/or the marketing, promotion or

advertising of Footage, any Match, Opening and Closing Ceremony, and/or the use of any

imagery, representation or likeness of any player, manager, coach or officials of any Team or

the Intellectual Property Rights of any Team, which guidelines are subject to change by

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Licensor in its absolute discretion but which shall not, in the Licensor’s reasonable opinion,

conflict with the terms of this Agreement;

Broadcast Sponsor means any person who is entitled by virtue of any contract or

arrangement with the Licensee to associate its name, trademark or brand or any of its services

and/or products for promotional purposes with the transmission(s) and/or making available of

the Feed and/or Footage made pursuant to this Agreement, including by means of any

approved Interactive Service, and including by means of any on-screen identification

(including any visual, verbal or musical identification), billboards, breakbumpers,

squeezebacks, tickers, split screens, pop-ups or otherwise, and “Broadcast Sponsorship”

and “Broadcast Sponsorship Opportunity” shall be construed accordingly;

Cable TV Delivery means the delivery of audio-visual content by means of any cable

television or SMATV system (whether delivered via fibre optic, coaxial or other cable or

MMDS or relayed in whole or in part by encrypted multi-channel multi-point microwave

transmission or an combination of such technology) located in the Territory which the

operator is authorised to operate pursuant to any applicable law(s) in the Territory;

Change of Control, Control, Controller and Controlled shall each have the meaning in

Clause 10.4 of this Agreement;

Channel means any channel, platform or service owned or operated by Licensee, any

Affiliate thereof or its Sub-Licensee under Clause 13 below, which channel, platform or

service must be approved by Licensor in writing in advance;

Commercial Premises means:

(a) any premises, establishment or location (whether operated for commercial profit or

otherwise), other than a private residential home or other dwelling unit and other than any

place or area open to the public where a charge is made for admission (such as, by way of

example only, cinemas), which contains rooms or any other units which are provided or

available as temporary or permanent accommodation or as offices or business premises

(including, without limitation, hotels, motels, inns, guest houses, boarding houses, hospitals,

nursing homes, halls of residence, gyms and prisons); and

(b) any place or area which is open to members of the general public where no charge is

made for admission to that place or area including without limitation public houses,

restaurants, cafes, shopping malls, bars, schools, sports and social clubs and leisure centres;

Competitor means any person whose business involves the provision of services or the sale,

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manufacture or distribution of goods which fall within the same category of goods or services

as those provided, sold, manufactured or distributed by (as applicable) the Title Sponsor or

Official Sponsors;

Confidential Information means all information in whatever form (including written, oral,

visual or electronic) (i) obtained as a result of entering into or performing this Agreement

including the correspondence, communications and negotiations in relation to it, (ii) relating

to the business or affairs of Licensor (and/or its commercial partners, or associated or

subsidiary entities) or Licensee as may be communicated to Licensee during the tender

process and/or the Rights Period (whether of a technical nature or otherwise), and any

subsequent discussions which take place between Licensor and Licensee;

Data means all recorded information relating to the League, the Teams and players taking

part in the Matches, including all fixture lists, scores and/or statistical information relating

thereto, regardless of form or the media on which it may be recorded;

Data Rights means the right to use the Data;

Decoder Card means any decoder card, smart card or similar device that is issued to a

residential or commercial subscriber for the purposes, inter alia, of decrypting and/or

enabling the viewing of the signal of any of the Channels when used in conjunction with a

decoder box or similar device;

Designated Account means the bank account notified to Licensee by Licensor from time to

time and into which Licensee shall pay the Rights Fee;

DSL means the technology known as "digital subscriber line" or any other similar or

replacement technology which enhances the capacity for the transmission of data on fixed

telecommunications networks;

DTH Delivery or DTH means the transmission of audio visual content in an intelligible form

by means of a signal which is transmitted direct from a satellite to a satellite dish (or any

other form of satellite reception equipment now available or developed in the future) at the

place of reception for the purpose of viewing that audio visual content at that place of

reception and not for the purpose of retransmission to any place other than that place of

reception including, without limitation, satellite master antennae systems operated on an

"Intermediate Frequency" basis (commonly referred to as "SMATV I.F."). For the avoidance

of doubt, re transmission within Commercial Premises, and retransmission via encrypted

multi point microwave or equivalent transmission for viewing by residents of multiple

dwelling units within the immediate vicinity of that place of reception, shall, for the purposes

of this definition, be deemed to be DTH Delivery;

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DTH Platform means a platform by means of which, inter alia, encrypted Channels are

transmitted, distributed and retailed via DTH Delivery;

DTT Delivery means the transmission of audio visual content in an intelligible form by

means of frequencies which may from time to time be allocated by the relevant governmental

or regulatory authority/ies for the broadcast of television programming by digital terrestrial

means for reception and viewing in the Territory, but excluding the use of any Mobile

Technology;

Digital Rights means the Internet Rights and the Mobile Rights;

Exclusive shall have the meaning ascribed to it in Clause 2.4 to this Agreement;

Exclusivity Period means in respect of each Match, the period which commences upon the

start of the relevant Match and ends [] hours after the end of the relevant Match;

Exploitation Plan means the audio-visual distribution plan in respect of the Matches;

Feed means the live and continuous moving image video signal of a standard and

specification

consistent with the presently accepted standard and specification of international broadcasts

of

international matches of each Match and Opening and Closing Ceremony in either 16:9

aspect ratio incorporating slow motion replays, titles and any graphics selected by, or on

behalf of, Licensor, with international commentary in English, and with integrated

international ambient sound and audio on a separate track, which shall be in High Definition

(HD);

Film Rights mean all rights to create, produce, transmit and/or make available (in any media

whatsoever) any full-length feature film (whether in documentary-style, purely fictional or

otherwise) based on, and/or inspired by, Licensor, any Match;

Fixed Media Rights means all rights to exhibit, exploit and/or distribute an audio-only, still

or moving visual-only or audio-visual material, data and/or textual material (including the

Feed but not any Unilateral Coverage) of, and/or relating to, any Match by means of any

magnetic, electronic or digital storage devices including, without limitation, DVDs, HDVD,

VHS cassettes, CD-Roms, datacards, PSPs and laser discs, DTO (Download to Own) and

DTR (Download to Rent), including via services such as iTunes;

Footage means the audio-visual coverage of any Match, Opening and Closing Ceremony

contained in the live Feed, in part or in full, live or delayed, produced or created by or on

behalf of Licensor;

Force Majeure Event has the meaning ascribed thereto in Clause 20.4;

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Free means any television service or channel (or package of services or channels) which may

be viewed by all recipients without any payment other than fees or taxes imposed by any state

or local government (or agency thereof) for ownership of a receiving device or for general

reception of, or access to, such service or channel (or package of services or channels);

Graphics Package means any graphics (including statistical information and commercial

identifications) inserted into the Feed by or behalf of Licensee or (as the case may be)

Licensor;

Highlights mean any edited recorded segment(s) or extract(s) of any Match, Opening and

Closing Ceremony;

Host Broadcaster means the entity that produces the Feed on behalf of Licensor and/or, in

the event that Licensor produces the Feed itself, Licensor;

Inflight/On-board Rights means all rights to transmit and/or make available, by means of

any media whatsoever, any audio-only, still and/or moving visual-only and/or audio-visual

material relating to any Match, Opening and Closing Ceremony (including the Feed but not

including the Unilateral Coverage), in full or in part, whether on a live or delayed basis, for

reception, transmission and/or making available by means of any in-flight or on-board

entertainment system aboard any aircraft, ship, train or other form of transport anywhere in

the world; and all rights to exploit any and all commercial opportunities (including, for

example, broadcast sponsorship and commercial airtime opportunities) arising from, and/or in

connection with, each such transmission and/or making available;

Insolvency Event shall have the meaning set out in Clause 10.5 of this Agreement;

Intellectual Property Rights means any and all copyright and other intellectual property

rights

howsoever arising (and including in respect of any media whether now known or hereafter

devised), whether or not registered or capable of registration, including trademarks, service

marks, trade names, design right, registered designs, domain names and any applications for

the protection or registration of such rights and all renewals and extensions thereof

throughout the world;

Interactive Service means the provision of services to viewers in the course of viewing a

transmission or exhibition of any Match, Opening and Closing Ceremony to enable such

viewers to (i) access on demand data and/or information in textual form regarding the

Matches and/or the Teams and/or the players taking part in the Match(es); or (ii) place orders

for and/or carry out any revenue generating activity including the sale, licensing or supply of

goods and/or services, the provision of polling or voting mechanisms, the sale or supply of

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services, merchandise and/or ticketing and any other game, competition or similar product or

service and/or the use of premium rate telephone services, during a transmission; or (iii)

access on demand and/or select from a range of viewing options an enhanced or specific

viewing experience or any other forms of enhancements developed from time to time;

Key Territories means []

Languages means in respect of each country comprising the applicable Territory, the local

language(s) of the relevant country and any other languages as may be approved in advance

in writing by the Licensor, in its absolute discretion, during the Rights Period;

Laws means any international, national, federal, state, provincial or local statute, law,

ordinance, rule, administrative interpretation, regulation, order or decree or any other

requirement of any governmental authority;

League means []

League Marks shall mean and include the official League emblems including any foreign

translations and any permutations and derivations thereof;

Linear Transmission means the delivery of audio-visual content as part of a scheduled

linear service that does not permit an end user to choose the time at which it watches such

content;

Live Feed Insertions means the insertion of statistics, features, commercial and non-

commercial identifications (including scrolls, pop ups and other forms of promotional and

informative insertion) in the live Feed by or on behalf of Licensor;

Matches means [] match presentations and award ceremonies that immediately precede or

follow any such matches, but excluding (i) pre- or post-match entertainment staged at the

venues, and (ii) any opening and closing ceremonies, and comprising, in relation to the Media

Rights that are the subject matter of this Agreement, Matches comprising the League only

played during the Rights Period; and “Match” shall refer to any one of the Matches;

Media Rights means the rights and licences granted by Licensor to Licensee as set out in

Clause 2.1 of this Agreement;

Official Sponsors means official sponsors, official partners and official suppliers of the

Matches appointed by the Licensor from time to time, including but not limited to the umpire

sponsors, ground sponsors and timing sponsors, but expressly excluding the Title Sponsor;

On Demand Transmission means the delivery (whether by means of transmission,

streaming or downloading) to an end user of audio visual content which is selected by that

end user and delivered in response to an individual request to receive such content for

viewing at a time specified or selected by that end user;

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Opening and Closing Ceremony means the official opening and closing ceremony of each

series;

Owner means any person or persons, entity or entities who is or are the ultimate Controller(s)

of Licensee;

Pay means any television service or channel (or package of services or channels) which may

only be viewed by recipients on payment of a fee or other charge (other than fees or taxes

imposed by any state or local government (or agency thereof) for ownership of a Television

Set for general reception of, or access to, such service or channel (or package of services or

channels)), but excluding any Pay-Per-View and Video-On-Demand services;

Payment Schedule means in relation to the Rights Fee, the schedule of payment instalments

and due dates for payment of the same as set out in Clause 7.2;

Pay-Per-View means any transmission of a programme or package of television Footage in

respect of which, (i) a charge or charges are levied on a per programme, per occasion, per day

(or other period) per viewer or per package of Footage basis (which charge(s) shall be in

addition to any subscription fees or charges paid by viewers in consideration for the right to

view the particular service or channel of which the transmission forms part); and (ii) the time

for each such transmission is designated by the provider of that transmission (and not by the

viewer);

Performance Deposit means the monetary deposit paid by Licensee to Licensor prior to the

execution of this Agreement;

Person means any natural person, company, firm, partnership, unincorporated association

and any other entity of any kind whatsoever who or which is capable to contract under the

Contract Act of the country of execution;

Public Exhibition Rights mean the all rights to transmit, broadcast and/or make available,

by means of any media whatsoever, any audio-only, still or moving visual-only or audio-

visual material, data and/or textual material (including the Feed and Footage of, and/or

relating to, any of the Matches and/or Opening and Closing Ceremony (or any part thereof)

for exhibition to an audience anywhere in cinemas, stadia, water borne vessels, buses, trains,

any other place other than a private dwelling, armed services establishment, hospital, bar,

hotel, restaurant, airport, railway station, shopping mall, office, construction site and oil rig;

and all rights to exploit any and all commercial opportunities (including, for example,

entrance fees, sponsorship merchandising, broadcast sponsorship and supplier opportunities)

arising from, and/or in connection with, the transmission and/or exhibition of such material;

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Reserved Rights means: (i) any and all rights and licences (including in respect of any form

of media or means of distribution or delivery now existing or created or discovered in the

future) not expressly granted to Licensee in Clause 2.1 of this Agreement, including without

limitation all rights outside the Territory, as further particularised in Clause 2.13 of this

Agreement; and (ii) those rights which are retained by Licensor notwithstanding any

exclusive Rights granted to Licensee, as further particularised in Clause 2.13 and 2.14 hereto;

Rights Fee means the aggregate monetary amount payable by Licensee to Licensor in

consideration for the rights granted to Licensee under this Agreement in respect of each and

all of the Territory Groupings as set out in Schedule 1 and payable in accordance with the

Payment Schedule and other provisions hereof;

Rights Period means the [];

Season means [];

Sponsored Logo means the official logo of the series which may at Licensor’s option

(exercisable in its discretion) be combined with the Title Sponsor's name or logo as notified

by Licensor to Licensee from time to time;

Sponsored Title means the official title of the League combined with the Title Sponsor's

name as notified by Licensor to Licensee from time to time;

Sports shall mean [];

Still Image Rights means the right to exploit still images derived from the Feed or the

Footage, or to take or authorise a third party to take still photographs or other images of the

Matches, Opening and Closing Ceremony and exploit or authorise a third party to exploit

such still

photographs or other images;

Successor Technologies means technologies hereafter developed or commercialised which

supersede any of those technologies which as at the date of this Agreement comprise the

Rights, and which may be included within the Rights granted under this Agreement in

accordance with

Clause 2.11 of this Agreement;

Team means a team owned and controlled by a franchise and sanctioned by [] to

participate in the Matches;

Team Logos means the official logos or emblems of the Teams;

Television Delivery means the delivery of audio-visual material for reception and viewing in

an intelligible form by means of DTH Delivery, Cable TV Delivery, DTT Delivery,

Analogue Terrestrial Broadcast. For the purposes of this Agreement “Television Delivery”

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also includes transmissions to an audience (paying or non-paying) at armed services

establishments, hospitals, bars, hotels, restaurants, offices, airports, railway stations, shopping

malls, construction sites and oil rigs as a simulcast of the relevant Licensee’s transmissions

by the other means of Television Delivery, and as part of the relevant Licensee’s regular

operations, and not sold on a standalone basis and/or as a one-off event;

Television Rights means the right to transmit and/or make available the Footage, together

with any Unilateral Coverage and any Unilateral Commentary, in the Territory and during the

Rights Period, by means of Television Delivery for reception and exhibition in the Territory

only on a Free and/or Pay basis and in the Languages only as the case may be;

Term means the period described in Clause 10.1 below;

Territory means the countries and territories of the Territory Groupings set out in Schedule 1

to this Agreement;

Territory Groupings means the individual and/or groupings of countries and territories set

out in the individual schedules comprising Schedule 1 and collectively the Territory;

Third Party Licensees means persons authorised by Licensor to transmit and/or otherwise

make available Footage outside of the Territory;

Title Sponsor means the title sponsor of the League;

Unilateral Commentary means, in respect of a Match, Opening and Closing Ceremony the

contemporaneous verbal account and description of such Match, Opening and Closing

Ceremony produced by, or on behalf of, Licensee;

Unilateral Coverage means any audio-visual coverage produced by or on behalf of Licensee

in relation to any Match, Opening and Closing Ceremony at the relevant Venue, but

excluding any visual or audio-visual material comprising actual match-play;

Venue means, in respect of a Match, the stadium, ground or place at which such Match is to

be played or staged together with all areas reasonably required for the exercise of the Rights

only in so far as these are owned and/or controlled by Licensor, always to the extent that such

areas are within the control of Licensor (including, but not limited to, the pitch where play

takes place, the areas surrounding the pitch, the stands, passageways, walkways, staircases,

lifts, bars, toilets, boxes, gantries, walls, windows, seats, boundaries, floodlights, media

facilities, electronic scoreboards and replay screens, roofs, shops, car parks and other areas in

and around the stadium grounds or places and airspace above these static or moving objects

outside such stadium, ground or place; any security perimeter established by, or on behalf of,

Licensor and other land forming part of such stadium, ground or place), and any other areas

notified in writing to Licensee by Licensor, and “Venues” shall be construed accordingly;

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Video-On-Demand means any delivery of audio-visual content to an end user of such audio-

visual content which is selected by that end user and delivered in response to an individual

request to receive such content for viewing at a time specified or selected by that end-user,

including on a subscription basis (SVOD);

Virtual Reality Rights means the right to manipulate the Footage by technological means so

that a viewer of or a subscriber to digital content in relation to the Footage who is based or

located in the Territory may, by means of the use of a headset or other device, be afforded a

360 degree view or aspect of such digital content as if he himself or she herself was present at

the Venue where the Match featured in the Footage is taking place; and for Licensor to

exploit itself in accordance with the duration of Footage and delays of the Licensor Rights,

and for Licensor to authorise third parties to exploit in accordance with the duration of

Footage and delay of the Clip Rights, and Virtual Reality shall be construed accordingly;

Working Day means any day excluding Saturday, Sunday and public holidays in [].

1.2 In this Agreement, unless otherwise specified: (a) the list of contents and headings are for

ease of reference only and shall not be taken into account in construing this Agreement; (b)

references to this Agreement or any other document shall be construed as references to this

Agreement or that other document, as amended, varied, novated, supplemented or replaced

from time to time; (c) references to any recital, Clause, paragraph or schedule are to those

contained in this Agreement and all schedules to this Agreement are an integral part of this

Agreement; (d) references to a party are references to Licensor and Licensee including

either; (e) references to any gender includes the others; (f) references to a person shall be

construed so as to include that person's successors in title and permitted assigns or

transferees; and references to a person shall also be construed as including an individual,

firm, partnership, trust, joint venture, company corporate, body corporate, unincorporated

body, association, organisation, any government, or state or any agency of a government or

state, or any local or

municipal authority or other governmental body (whether or not in each case having separate

legal personality); (g) the words include, including and in particular shall be construed as

being by way of illustration or emphasis only and shall not be construed as, nor shall they

take

effect as, limiting the generality of any preceding words.

2. RIGHTS

Grant of Rights

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2.1 Subject to the terms and conditions of this Agreement, and, in particular, Clause 2.2 and

the provisions pertaining to exclusivity referred to in Clause 2.4 below, Licensor hereby

grants to Licensee:

Television Rights on [] basis

Audio Rights on [] basis

Ancillary Rights on [] basis

during the Rights Period and within the Territory for exploitation in the Languages only.

2.2 Licensee shall be entitled to exploit the Television Rights as follows:

(a) By Linear Transmissions and/or On-Demand Transmissions, strictly subject to Clause 6.1

below;

(b) live and in full;

(c) delayed and in full, including “as live” and deferred transmissions;

(d) delayed Highlights programmes produced by or on behalf of the Licensee for

transmission and/or making available on any Channel(s); and

(e) delayed Clips as follows only:

(i) to market and promote Licensee’s live transmissions of Footage;

(ii) to include in Licensee’s live transmissions of the Footage during rain breaks and other

interruptions in play; and

(iii) to include in programming produced by or on behalf of Licensee for exploitation by

Licensee on the Channel(s), including Match/League-related features, magazine Footage and

news Footage in all cases during the Rights Period and within the Territory for exploitation in

the Languages only.

Exclusivity

2.4 Subject to Clause 2.5 below, the Rights are granted on an “Exclusive” basis during the

Exclusivity Period, meaning that:

(a) The Licensor has not and, subject to Clauses 2.5 and 6.3, will not enter into agreements

with any other person which license or purport to license to such other person the Rights (or

part of them) to the relevant Match in the Territory until after the expiry of the Exclusivity

Period, save as qualified in this Agreement;

(b) after the expiry of the Exclusivity Period in relation to each Match, the Rights to such

Match shall become non-exclusive for the remainder of the Rights Period notwithstanding

anything else in this Agreement, provided that Licensee must not sublicense any Footage to

any third party.

2.5 Nothing in clause 2.4(a) will preclude Licensor, or any third party authorised by it, from:

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(a) exercising any of the Reserved Rights; and/or

(b) exercising any of the its audio-visual, audio, and/or visual rights outside of the Territory;

and Licensee acknowledges and agrees that the Licensor shall be free to transmit, make

available and/or otherwise exploit and/or to authorise any other persons to transmit, make

available and/or otherwise exploit, the Rights or any part of them within the Territory on a

non-exclusive basis without restriction after the expiry of the Exclusivity Period for the

remainder of the Rights Period.

2.6 The Licensor agrees that it shall not authorise any direct competitor of Licensee in the

relevant part of the Territory to transmit, make available or otherwise exploit in that part of

the Territory any Television Rights in respect of a particular Match until [] hours after the

end of the Match, subject to the News Access provisions under Clause 2.16 below.

2.7 For clarity, the Ancillary Rights are granted on a non-Exclusive basis throughout the

Rights

Period, and Licensee acknowledges and agrees that Licensor shall be free to exploit and/or to

authorise any other persons to exploit the Ancillary Rights or any part of them within the

Territory on a non-exclusive basis without restriction throughout the Rights Period.

Ancillary Rights

2.8 The Ancillary Rights granted to Licensee for exploitation during the Rights Period within

the Territory and solely for exploitation in the Languages in association with Licensee’s

exploitation of the Rights are as follows:

(a) the right to produce Unilateral Coverage and Unilateral Commentary for transmission and

making available by means of Television Delivery during the Rights Period within the

Territory in the Languages solely as part of the Licensee’s transmissions of the Footage

pursuant to the grant of Television Rights under Clause 2.1;

(b) the right to access (1) up to [] minutes of Archive Footage to incorporate in promotional

trailers to transmit and/or make available by means of Television Delivery, during the Rights

Period within the Territory in the Language; and (2) [] still images of players for use in

promotional material during the Rights Period within the Territory in the Language, in each

case solely to promote and market Licensee’s transmissions of the Footage and not to

promote any other Licensee or third party channels, platforms, goods or services, and

provided that:

(i) the use of the Footage, Archive Footage and/or still images do not suggest endorsement of

the Licensee or any of its channels, platforms, transmissions, Footage, goods or services, or

of any third party channels, platforms, transmissions, Footage, goods or services, by any

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Team, player, coach, or official or by the Licensor, Title Sponsors, Official Sponsors or other

commercial partners;

(ii) Licensee obtains the Licensor’s prior written approval for use of Footage, Archive

Footage and/or still images used for such promotional and/or marketing purposes, which

approval shall not be unreasonably withheld or delayed;

(iii) Licensee must ensure its use of still images is consistent with the guidelines issued by

Licensor. For each permitted promotion, pursuant to this Clause, the Licensee may only use

images of a group of up to [] and not less than [] players each player representing a

different team. Licensor approval of Licensee’s use of still images pursuant to Clause 2.8(b)

(ii) above shall not relieve Licensee of its obligation to comply with this Clause 2.8(b)(iii);

(iv) Licensee must obtain the Archive Footage from Licensor or its nominee (unless already

within the possession of Licensee due to a prior agreement with Licensor) and Licensee must

pay all associated tape, technical, research and delivery charges of accessing the Archive

Footage;

(c) a non-exclusive, non-transferable, revocable, royalty free licence to exploit during the

Rights Period and within the Territory the Marks:

(i) solely in connection with Licensee’s transmissions of the Footage and to promote

Licensee’s transmissions of the Footage;

(ii) in accordance with the Brand Guidelines and the terms of this Agreement (including

without limitation Clauses 8.16 to 8.19 below);

(iii) subject to Licensee obtaining the prior written approval of Licensor, not to be

unreasonably withheld or delayed, for each such use of the Marks in accordance with the

procedure or otherwise as notified by Licensor to Licensee in advance; and

(iv) subject to such use not suggesting an endorsement of the Licensee or any of its channels,

platforms, transmissions, Footage, goods or services, or of any third party channels,

platforms, transmissions, Footage, goods or services, by any Team, player, coach, or official

or any of its officials, the Title Sponsor, Official Sponsors or other commercial partners;

(e) Licensee and/or as applicable its Sub-Licensees shall be entitled to use the following

official designation solely in connection with its exploitation of the Television Rights during

the Rights Period within the Territory only, including in connection the promotion and

marketing of its transmissions of the Footage:

“Official Broadcaster of the Series”.

2.9 Without prejudice to the specificity of Clauses 2.8(d) above, Licensee must obtain the

prior

14

written approval from Licensor for all marketing, advertising and promotional materials that

it

wishes to exploit relating to the Matches and/or the Rights, including those that make use of

the Marks, Footage, Archive Footage and/or still images as permitted under this Agreement.

Licensee shall procure that its Sub-Licensees submit their requests for approval for such

materials to Licensee, not directly to Licensor, and Licensee shall then obtain the prior

written approval of Licensor to such materials on behalf of its Sub-Licensees as required.

Such approval from Licensor may be withdrawn by Licensor in the event any approved

marketing,

advertising and promotional materials are found to be inappropriate, materially harmful to

image of the Licensor and Licensee shall if called upon to do so, immediately cease all

exploitation, communication and/or distribution of such marketing, advertising and

promotional materials.

2.10 Without prejudice to Clause 2.8 and 2.9 above, Licensee must not use the Footage,

Archive Footage, the Marks or any connection with Licensor to promote, advertise or market

any of the following:

(a) any and all mobile telecommunications virtual network services, whether existing now or

developed in the future;

(b) any form of telecommunications service (including but not limited to any service

providing access to the Internet) based on any fixed line/land line or cable infrastructure;

(c) any form of wireless handheld device capable of sending and/or receiving voice, data

and/or video communications, including but not limited to PDAs; and

(d) any form of television or video service, limited to DVB-H and DMB.

Successor Technologies

2.11 If during the Rights Period any new or improved technology is developed which is being

exploited or is likely to be exploited in the Territory for the delivery and/or exploitation of

audio-visual material and which the Licensee wishes to add to the definition of Television

Rights the Licensee shall notify Licensor in writing. Licensor shall advise the Licensee

whether it considers that such technology supersedes and/or supplements and/or is a

successor to one or more of the means of technology contained in the Television Rights,

awarded to the Licensee and, where Licensor so determines, delivery and/or exploitation by

such technology shall become a Successor Technology to those technologies, Licensee shall

be entitled to exploit such Successor Technology in accordance with the terms of this

15

Agreement and any other additional terms that Licensor may deem necessary in its discretion,

save that such additional

terms will not conflict with the Rights granted hereunder. Licensee and Licensor shall

endeavor to resolve any dispute in relation to this Successor Technology process, and if the

dispute is not resolved, either party may refer the matter to arbitration in accordance with

Clause 27 of the Agreement.

Editing

2.12 Licensee shall, without limitation to Clause 2.1 but subject in each case to Clauses 8.2 to

8.6 (inclusive) below, only have the right to reconfigure, combine, edit, manipulate, alter,

dub,

subtitle or repackage the Feed and Footage for purposes of exploiting the Rights and to

conform to time segment requirements, local censorship regulations or program practices, or

for the purpose of inserting intermission or Broadcast Sponsorship and/or commercial breaks

and to copy and store the Feed and Footage on any storage device in any medium for the

purpose of exploiting the Rights, and Licensee shall bear all costs in relation thereto.

Reserved Rights and Limitations

2.13 (a) All rights (whether now existing or created or discovered in the future) that are not

expressly included in the Rights are unconditionally reserved to Licensor for exploitation in

the Territory (and outside it) during (and after) the Rights Period in its absolute discretion,

including any and all Reserved Rights (in full or in part).

(b) For the avoidance of doubt, the Reserved Rights include the following:

(i) []

(c) In cases of doubt, Licensor will determine (in its absolute discretion) whether a means of

transmission or exploitation falls within or is excluded from the Rights granted and/or

whether it falls within the Reserved Rights.

(d) The use by viewers of their own personal recording devices to record materials

transmitted via Television Delivery for personal use only in accordance with the relevant

locals Laws will not be in breach of the Reserved Rights or this Agreement, subject to

compliance with the terms of this Agreement.

Third Party News Access

2.16 (a) Notwithstanding the grant of any rights or licences on an Exclusive basis hereunder,

Licensee acknowledges and agrees that such rights, licences and exclusivity shall be subject

to all applicable Laws in the Territory, including any laws, industry codes and practices

relating to so called "fair use" or "news access".

16

(b) Accordingly, the Licensee agrees to be responsible for and shall facilitate and coordinate

(including contracting on commercially reasonable terms) appropriate news access and

syndication rights throughout the Territory in accordance with the customs and practice and

any applicable Laws throughout the Territory. If Licensor wishes, in its absolute discretion, it

may require Licensee to liaise with Licensor to develop a reasonable news access policy for

the countries of the Territory, otherwise this shall be the sole responsibility of Licensee.

(c) Further, to the extent that the same can be required in accordance with applicable law,

Licensee shall procure that any person granted news access rights shall be required to credit

Licensor by clearly displaying the Sponsored Logo on any transmission or exhibition of any

Footage or (where that cannot be required under applicable law or fair dealing rules and

practices) a source credit for Licensor, it being acknowledged that any paid-for Footage must

carry Sponsored Logos.

(d) Notwithstanding anything else in this Agreement, Licensor reserves the right to grant to

any third party the license to transmit and/or make available by means of any media

whatsoever, Highlights for inclusion in any bona fide national, regional and/or international

news service provided that each such transmission is always:

(i) limited to the extent required by local applicable laws; or

(ii) in the absence of such laws, limited to guidelines laid down by the Licensor, failing which

upon customary terms (being the transmission of footage of up to [] in duration in the

aggregate for each Match, within [] hours after the end of each Match.

(e) Licensee shall monitor the compliance by persons authorized to transmit Footage for news

access with the terms of such authorization, any news access guidelines issued by Licensor

and/or this Agreement, and Licensor will provide reasonable assistance to Licensee to ensure

such compliance. In the event that such person or any other person fails to comply with those

terms, news access guidelines and/or this Agreement, Licensee will work with Licensor to

resolve the same. If required, Licensor will provide all reasonable documentation for the

courts for the Licensee to take effective steps to curb any encroachment of their rights by

third parties. However, under no circumstances will Licensee be able to claim any reduction,

refund or reimbursement of any amounts Licensee is obliged to pay under this Agreement as

a result of a failure to comply for whatsoever reason with the terms of authorization to exhibit

Footage for news access, any news access guidelines issued by Licensor and/or this

Agreement.

3. ACCESS TO VENUES AND ADDITIONAL LICENSEE PRODUCTION

17

3.1 Licensee shall not attend a Venue in order to make any Unilateral Coverage or Unilateral

Commentary or otherwise film, broadcast or other form of visual and/or audio-visual

coverage of or in connection with any Match, Opening and Closing Ceremony or part thereof

other than as permitted by, and in accordance with the provisions of, this Agreement.

3.2 Licensor shall provide Licensee with reasonable access and accreditation to the Venue of

each Match pursuant to and for the purpose of exploiting the rights granted in Clause 2.1

subject to and in accordance with the terms and conditions set out in this Agreement.

Licensor shall use its reasonable endeavours to procure for Licensee coverage enhancement

facilities, presentation facilities and commentary positions, subject to Licensor, Licensee and

any relevant third party (e.g. Venue owner) reaching agreement as to the cost of such

facilities/positions, so as to meet the reasonable requirements of Licensee, subject to Licensee

notifying Licensor of all such requirements not less than [] prior to the first Match of the

relevant Season.

3.3 The following procedures and conditions shall apply where Licensee wishes to attend the

Venue of any Match:

(a) Licensee will comply with all accreditation processes applicable to the provision of access

to the Venues;

(b) Without prejudice to Clause 3.3(a), Licensee shall give Licensor not less than 14

(fourteen) days' notice of its intention to attend such Match;

(c) Licensee acknowledges and agrees that the Host Broadcaster shall have priority over

Licensee for camera and commentary positions, presentation and any other facilities within

the relevant Venue, but that Licensee shall be entitled to receive priority access over all other

licensees of Licensor and other media companies;

(d) When attending any Venue, Licensee must comply with the directions of the Licensor, the

Host Broadcaster and the Venue owner;

(e) Licensee shall have regard at all times to the interests and reasonable wishes of the

relevant home Team and Venue owner and shall cause as little disruption as possible to the

Teams, Host Broadcaster and spectators of such Matches;

(f) Licensee undertakes to respect and abide by, and will ensure that its employees,

subcontractors, agents and representatives respect and abide by, all laws, rules, regulations

and/or guidelines imposed by law or by any competent authority (including but not limited to

all relevant health and safety laws and regulations which may apply at any Venue at which

Licensee or its personnel may attend, and the regulations and policies of Licensor, the Venue

owner(s) which are applicable to the operation of this Agreement.

18

3.4 Licensee:

(a) is responsible for any damage caused by it or its employees, subcontractors, agents and

representatives in conducting their work, being present on site, and in installing, having

present or removing any equipment, including without limitation, damage to any person or

property (“Damage”);

(b) agrees to make good, at the Licensee’s expense, any Damage and/or reimburse Licensor

for the cost of make good works in relation to such Damage (at Licensor’s election); and

(c) indemnifies Licensor against all losses, damages, expenses and costs that Licensor may

incur in relation to any Damage.

3.5 Licensee agrees that it shall not conduct any interview with any player, manager, coach or

official involved in a Match at any Venue immediately before, during (including at any

interval or break in play) or after a Match unless such interview, where practicable and

reasonable takes place in front of an interview back-drop supplied by or on behalf of Licensor

or the home Team in the relevant Match.

3.6 (a) Subject to Clause 3.6(b) below, Licensee shall retain all rights, title and interest in the

Unilateral Commentary and/or Unilateral Coverage (excluding Match play footage) that it

produces pursuant to this Agreement, provided that:

(1) Licensee shall only be entitled to exploit such Unilateral Commentary and Unilateral

Coverage during the Rights Period in the Territory and otherwise in accordance with the

terms of this Agreement; and

(2) Licensor shall on its request be given access to all Unilateral Commentary and Unilateral

Coverage free of charge to Licensor and shall be freely entitled to exploit the same from []

after the relevant Match.

(b) Licensee acknowledges and accepts that it must not film any footage of actual Match play

in filming Unilateral Coverage without Licensor’s approval. If Licensee films any footage of

actual Match play, Licensee hereby absolute, irrevocably and unconditionally assigns to

Licensor (including by way of present assignment of future copyright) all right, interest and

title in and to any Match play footage produced by or on behalf of Licensee pursuant to the

rights granted to Licensee under this Agreement, including without limitation copyright, all

rights of action and all other rights of whatsoever nature as may exist in any part of the world,

with effect from the creation thereof, to hold the same and to Licensor and its successors and

assigns absolutely for the full period of copyright therein including all renewals, revivals and

extensions thereof.

4. CONTENT PROTECTION, OVERSPILL, AND ANTI-PIRACY

19

4.1 The Parties acknowledge and agree that the Rights have been granted on the basis that

Licensee’s (and its Sub-Licensee’s) transmissions and/or making available of Footage shall

only be viewed by an audience within the Territory.

4.2 The Licensee undertakes to ensure that all of its transmissions of Footage by means of

DTH

Delivery pursuant to this Agreement are securely encrypted using state-of-the-art and best

practice technology and neither the Licensee nor any Sub-Licensee will authorise or enable

any person:

(a) to receive or view by means of DTH Delivery an unencrypted signal of any transmission

of Footage by means of DTH Delivery; or

(b) to decrypt (whether through distribution of set-boxes, Decoder Cards or otherwise) an

encrypted signal of Licensee’s transmissions made available by means of DTH Delivery, if

such person is outside the Territory or is otherwise not authorised to receive and/or view the

same.

4.3 Licensee undertakes not to actively market or promote the availability of the Programmes

on the Channels outside the Territory.

4.4 Licensee further undertakes that it shall:

(a) ensure that, for any On-Demand Transmissions of Footage (including any catch-up

services and/or time-shifted Transmissions) delivered by means of Television Delivery, the

service follows the security and copy protection requirements applicable to Licensee’s

television channels; and

(b) (i) ensure Footage can only be made available via On Demand Transmissions for the

Permitted Duration after the conclusion of Licensee’s live and/or delayed transmission of that

Footage. Licensee will use the necessary technology to ensure that it is not possible to store

or save the Footage for longer than that period of the Permitted Duration or (save only as

provided below) to transfer the recording of the Programme to another device.

(ii) For the purposes of this clause, “Permitted Duration” shall mean a maximum of [] days

or such period commonly utilized in accordance with industry standards in the Territory

during the Rights Period, as agreed with Licensor in its absolute discretion, and in any event

no later than the expiry of the Rights Period, except via personal video recorders (“PVRs”)

unless and until such time as PVRs or software issued by Licensee for PVRs permits auto-

deletion of content on PVRs such as to allow compliance with this clause.

(iii) It is agreed that Licensee shall be entitled to authorise and/or facilitate the viewing of

Footage by On-Demand Transmissions during the Permitted Duration, strictly within the

20

Territory, via so-called “Side-Loading”, whereby subscribers to Licensee’s services are able

to transfer Footage saved onto a PVR device onto another device for the purposes of viewing

that Footage, and/or “Network PVR”, whereby the Footage is saved in the Cloud and may be

accessed by a subscriber to be viewed within the Territory only; and (c) where applicable to

the delivery system concerned, employ an effective current industry standard “hand shaking

protocol” that is designed to ensure that the Footage may only be viewed on subscriber-

registered receiving devices with, in respect of devices manufactured from the date of this

Agreement individual recognition capability (the “Devices”); and

(d) employ technology designed to ensure that the Footage cannot be saved onto and viewed

from a hard drive, or downloaded and viewed: (i) on any device other than the Devices; and

(ii) at any stage following expiry of the relevant Permitted Duration set out in Clause 4.5(b)

(ii) above except via personal video recorder to the extent permitted under applicable law for

the purpose of private domestic viewing; and

(e) not grant or authorise any Internet users the right to re-publish and/or re-produce and/or

commercially exploit the Footage (or part thereof).

4.5 The unavoidable and unintentional overspill into the Territory during the Exclusivity

Period

of transmissions of Footage by Television Delivery by Third Party Licensees due to the

inherent capability of (i) satellites to beam down signals that are not confined to, and (ii)

transmissions by Analogue Terrestrial Broadcast and/or DTT Delivery not to be restricted to,

territorial boundaries, and their subsequent unauthorised relay (if any) by third parties within

the Territory shall not constitute a breach of this Agreement by Licensor.

4.6 Subject to compliance with Clauses 4.2 and 4.3 above, while the Licensee (and its Sub-

Licensees) shall have no right to transmit the Matches by means of Television Delivery

outside of the Territory, the unavoidable, unintentional and natural overspill outside of the

Territory or any part thereof of Licensee's transmissions by Television Delivery due to the

inherent capability of (i) satellites to beam down signals that are not confined to, and (ii)

transmissions by Analogue Terrestrial Broadcast and/or DTT Delivery not to be restricted to,

territorial boundaries, shall not constitute a breach of this Agreement provided that:

(a) such transmissions were not intended for reception in any country or countries outside the

Territory or any part thereof;

(b) such transmissions are not receivable throughout the whole or any substantial part

(defined by reference to the number of television homes) of any country outside the Territory

or any part thereof;

21

(c) Licensee shall not authorise or facilitate the reception or retransmission of its

transmissions outside the Territory;

(d) the availability outside the Territory of Licensee’s transmissions by means of Television

Delivery shall not be deliberately marketed in any media anywhere outside the Territory;

(e) Licensee shall immediately inform Licensor in writing of any such overspill as soon as it

becomes aware of such; and

(f) Licensee shall take all reasonable actions as Licensor may require to prevent any

unauthorised reception and/or cable relay of its transmissions outside the Territory.

4.7 Overspill by the Licensee in breach of any of Clauses 4.7(a)-(f) above shall be a material

breach of this Agreement, entitling Licensor to terminate this Agreement and/or suspend (in

full or in part) Licensee’s rights under the Agreement until such breach is cured.

4.8 The Licensee acknowledges and agrees that in respect of any unauthorised distribution,

transmission, re-transmission or broadcast of the Footage or any part thereof, into or within

the Territory Licesnor shall take at its own cost practical and reasonable steps (which may

include legal action) in the absolute discretion of Licensor to prohibit the unauthorised

distribution, transmission, re-transmission, broadcast exhibition or other making available of

the Footage or any part thereof (by any person other than Licensee) into or within the

Territory. In addition, and without limitation to the foregoing obligation, Licensor shall,

where requested, provide practical and reasonable assistance to Licensee (at the cost of the

Licensee) to take effective legal action against any third party responsible for unauthorised

distribution, transmission, re-transmission or broadcast of coverage from any of the Matches

(or any part thereof).

4.9 Licensee undertakes to provide the comprehensive anti-piracy solution for the Territory

as mutually agreed with Licensor throughout the Rights Period, including, full-time

monitoring for unauthorised transmissions of the Matches by any means in the Territory and

Licensee taking action to ensure that any such unauthorized transmissions are promptly

stopped. Licensee shall provide Licensor with reporting (in sufficient detail to Licensor’s

satisfaction) of identified piracy and the steps taken to stop it, such reporting being not less

than weekly during each series of the Match and not less than monthly outside of such series.

5. FEED

5.1 Any Graphics Package or Live Feed Insertions inserted in the Feed by Licensor shall be

of a number, size, appearance and purpose as may be determined by Licensor in its sole

discretion

and may integrate copyright notices, trademark legends and reference any official website of

22

Licensor, in each case as Licensor may, from time to time, reasonably specify and/or require.

5.2 (a) Licensee acknowledges and accepts that Licensor shall be entitled (but not obliged) to

insert in the Feed:

(i) Sponsored Logo in the top left hand corner of the screen,

(ii) a continuous or intermittent timing sponsor graphic,

(iii) verbal references to the timing sponsor, and

(iv) occasional verbal or visual references to other Official Sponsors and/or the Title Sponsor,

and to the blimp, hawkeye and spidercam equipment, and Licensee shall be under an

obligation not to block, remove or obscure these verbal or graphic insertions in the Feed in

any way whatsoever in its transmissions and/or exhibitions.

(b) Licensee further acknowledges and accepts that Licensor shall be entitled to use the Feed

to promote and sell admission tickets for Matches and exploit SMS solicitation and

exploitation in scrolls, including for predictor-style games.

(c) With the exception of the elements set out in Clauses 5.2(a) and (b) above, Licensor shall

ensure that the Feed is free of commercial elements.

Availability of Feed

5.3 The Feed shall be available to Licensee (from not later than [] minutes before the start

and until not earlier than [] minutes after the end of the relevant Match) (i) at the Venue of

the relevant Match from the Host Broadcaster’s production control room or truck, and BT

Tower, in each case at no additional cost to Licensee (each a “Delivery Location”). Licensee

shall make all necessary arrangements with the Indian Subcontinent Television Licensee to

access the Feed from it.

Transmission of Feed

5.4 Licensee shall be responsible at its own cost for making all necessary arrangements for

the

onward transmission, delivery and distribution of the Feed from the Delivery Location

(including obtaining, paying for and putting in place the necessary equipment and obtaining

and paying for all necessary licences to uplink and relay the Feed):

5.5 Licensee recognises the fundamental importance of preserving the security and integrity

of

the signal of the Feed. Accordingly, Licensee hereby undertakes to Licensor that it shall only

use such methods and routing for transmission and/or relay of the Feed to the Territory as

shall be reasonably directed by Licensor or which have been approved by Licensor in writing

or are

23

used (with Licensor approval) by any other of Licensor’s licensees. For the avoidance of

doubt,

Licensee shall not be prevented from taking a less expensive routing provided that such

routing is approved by Licensor in terms of the security of the signal.

5.6 Licensor will take such action (if any) that it decides in its discretion is appropriate

against

unauthorised, infringing or pirated distribution, transmission, re-transmission or other

makings available of the Feed and Licensee shall cooperate with Licensor for this purpose

including without limitation by taking such action as may be requested by Licensor. Licensor

shall take all reasonably necessary steps to enable Licensee to take effective legal action

against any third party introducing the Feed or Footage into the Territory in a manner

inconsistent with this Agreement.

5.7 The Licensee shall be responsible (at its cost) for any reformatting, reconfiguring or other

modulation of the Feed that is necessary for it to exploit the Rights that it has been granted.

5.8 The legal ownership of all tapes, prints and/or other materials (“Material”) delivered to

or

acquired by Licensee from Licensor and/or the Host Broadcaster shall remain at all times

with

Licensor and Licensee shall not do or suffer any act or thing whereby any other person would

have any right or would be entitled to take permanent possession of any of the Material.

Clearances

5.9 The parties acknowledge and agree that Licensor makes no representation and gives no

warranties either present or future with respect to the procurement of any licence required by

Licensee from any regulatory, governmental or similar authority within the Territory to

broadcast, transmit or deliver any Feeds or that any Feed complies with any censorship,

restrictions or other requirements which may be necessary or imposed by any regulatory,

government or other similar authority or body in the Territory.

5.10 Licensor hereby covenants:

(a) that the Feed (and all contained therein when delivered or made available to Licensee)

shall be cleared for all uses contemplated by this Agreement;

(b) to use reasonable endeavours to ensure the Feed (and all contained therein when delivered

or made available to Licensee) shall contain nothing to infringe the laws of []; and

(c) in a timely manner to obtain all necessary licences and clearances required to enable it to

perform its obligations hereunder and to grant the rights licensed to Licensee hereunder.

24

5.11 In regard to any music incorporated in any Feeds, or any of them, by Licensor, (as

between Licensor and Licensee) Licensee shall be required to pay any collecting society or

similar fees r dues arising by virtue of Licensee’s exercise of the rights granted to Licensee in

this Agreement. Licensor shall provide or ensure the Host Broadcaster provides Licensee

with music cue sheets for such music incorporated into the Feed.

5.12 Further, nothing in this Agreement shall grant Licensee a right or licence to reproduce,

apply or otherwise use the name, image or likeness of any player, official, other individual

involved in any Match or commentator or presenter (“Individual”) other than in the context

of

Licensee exercising the rights expressly granted hereunder in accordance with the terms of

this Agreement and any guidelines as to the use of player (or other Individual) imagery as

may be stipulated by Licensor and notified to Licensee from time to time during the Rights

Period, and in any event no use of the name, image or likeness of any Individual under this

Agreement shall be such as to suggest an endorsement by such Individual of any product or

service, or to suggest that any product or service endorses such Individual.

High Definition

5.13 If Licensee wants a Standard Definition Feed, the Licensee shall be responsible for

“downconverting” the Feed including obtaining and paying for the necessary equipment. For

the avoidance of doubt, Licensor shall not within [] hours of the relevant Match license

rights equivalent to the Media Rights to the Standard Definition format of a Match to any

other third party in any part of the Territory in which Licensee has been granted the relevant

Rights exclusively.

6. MINIMUM TRANSMISSION REQUIREMENTS, EXPLOITATION AND

PROMOTION PLAN/REPORTING

6.1 (a) In respect of the any and all Key Territories included in the Territory under this

Agreement, the Licensee must ensure that each Match, and must use its best endeavours to

ensure that each Opening and Closing Ceremony, during the Rights Period is transmitted live

and in full by means of linear Television Delivery (in the case of each Match) on an

uninterrupted basis throughout the Territory, including, in circumstances where two Matches

are played on one day, and the first Match overruns for any reason, such that there is a period

when two Matches are being played simultaneously, by transmitting both Matches live and in

full on separate channels/platforms.

(b) In respect of the countries and territories comprising the Territory that are not Key

Territories, the Licensee must ensure that each Match, and must use its best endeavours to

25

ensure that each Opening and Closing Ceremony, during the Rights Period is transmitted live

and in full by means of linear Television Delivery, (in the case of each Match) on an

uninterrupted basis, throughout the Territory, including, in circumstances where two Matches

are played on one day, and the first Match overruns for any reason, such that there is a period

when two Matches are being played simultaneously, by transmitting both Matches live and in

full on separate channels/platforms. (Each of the requirements set out in clause 6.1(a) and

6.1(b) above being the “Minimum Transmission Requirement”);

6.2 Not less than ninety (90) days prior to each such Season. Licensee must, as a material

obligation:

(a) notify Licensor in writing of how it will distribute and/or otherwise exploit its Rights in

the forthcoming Season; and

(b) inform Licensor (i) which if any of the Rights granted to it the Licensee will not be

exploiting in which if any of the countries or regions of the relevant Territory Grouping for

the series and/or (ii) if it will not comply with the Minimum Transmission Requirements set

out above in respect of any of the countries within the Territory and state those countries.

6.3 (a) Following any such notification pursuant to Clause 6.2(b), those Rights, if any, that

Licensee is not going to exploit in any particular country, or those countries where Licensee

will not comply with the Minimum Transmission Requirements, shall, upon written notice

from Licensor to Licensee, forthwith automatically and without further formality revert to

Licensor in respect of that Season (the “Reverted Rights”), such that in the relevant country

or region, Licensor shall be free (but not obliged) to exploit those Reverted Rights in its

discretion for that Season.

(b) Licensee shall not be entitled to any reduction in the Rights Fee upon the reversion of any

Rights to Licensor in accordance with this provision. However, in the event Licensor chooses

and is able to exploit the Reverted Rights or any part thereof, Licensee will receive []%of

net revenues actually received (after deduction of any applicable taxes, duties, etc.) by

Licensor from the exploitation of the Reverted Rights, which Licensor shall either (in

Licensor’s absolute discretion) pay to the Licensee (subject to the deduction of any applicable

taxes or duties and receipt from Licensee of a valid invoice in the correct amount) or deduct

the relevant amount from the next payment of the Rights Fee due from the Licensee. Licensee

acknowledges that the remaining []%may be retained by Licensor inter alia towards its

internal costs/ other expenses/ compensation for having to find alternate means of exploiting

the Reverted Rights or any part thereof.

26

6.4 Licensee undertakes to comply with the plans and proposals for the exercise and

exploitation of the Rights (or any part thereof) and its strategy and plan to promote the series,

the Matches and the Teams.

6.5 (i) Without limitation to Clause 6.4 above, at least [] months prior to the start of each

Season, Licensee will promote the League across all of its channels, platforms and services

via Television Delivery, in order to publicise the upcoming Season and generate interest in

the League amongst the public.

(ii) Licensee undertakes to use all reasonable endeavours to promote within the Territory the

series, the Matches and the Teams and its transmissions of the Matches and it shall liaise and

cooperate in good faith with Licensor in relation thereto. Licensor shall provide Licensee

with

reasonable assistance in relation to such promotional and publicity activities, and shall

endeavour to procure the availability of players to assist in such activities, subject to

availability and agreement relating to the costs thereof.

6.6 Licensees will be required to provide the Licensor with an “End of Season Report” no

later than [] days after the end of the Season in a suitable format for Licensor to review and

detailing how the Rights licensed have been exploited in the previous year, and setting out,

without limitation, the following information:

(a) Full details of each and every end distributer of the Rights throughout the Territory

(including all Sub-Licensees), including names, addresses, countries of

broadcast/transmission, means of transmission, the Channel(s)/platforms on which the Rights

were exploited and (as applicable) the broadcast reach;

(b) Copies of any contracts with such end distributers (including all sub-licence agreements)

not already provided to Licensor, redacted to remove sensitive financial information only,

except for the final End of Season Report, when the contracts must be provided to Licensor

unredacted;

(c) Full information and statistics on both intended and actual exploitation of the Rights,

including but not limited to:

(i) in relation to the Television Rights, audience figures from a recognised and reputed ratings

agency (where available broken down for all broadcasts, including live, delayed and

highlights Footage, audience demographics);

(ii) the spot actual invoiced rates and other advertising rates applicable to all sponsorship and

advertising in and around the end distributer’s exploitation of the Rights.

27

(d) full information regarding the technologies, mechanisms, technologies and techniques

employed by Licensee to comply with Clauses 4.3 and 4.5, above; and

(e) full information relating to Licensee’s and its Sub-Licensees’ advertising, marketing and

promotional activities and spend in relation to the League and the exercise and exploitation of

the Rights, with all necessary information, to demonstrate such spend to Licensor’s

reasonable satisfaction.

6.7 In addition to the End of Season Report, on request from Licensor during the series,

Licensee shall supply Licensor with information and statistics as reasonably required by

Licensor within [] days of such request.

7. RIGHTS FEE

Rights Fee

7.1 In consideration of Licensor’s grant of the licence of the Rights, Licensee shall pay to

Licensor the Rights Fee set out in Schedule 1 in accordance with the provisions of this Clause

7.

Payment Schedule

7.2 The Rights Fee shall be paid by Licensee to Licensor in the instalments and by the due

dates for payment of each instalment, which are as follows:

(a) [];

(b) Time is of the essence in relation to the Licensee’s payment obligations hereunder.

Interest shall be payable by Licensee to Licensor on any late payments of any amount

including any instalment of the Rights Fee at a rate of []% per annum.

Withholdings and Deductions

7.3 (i) All amounts due under this Agreement must be paid by Licensee into the Designated

Account including, without limitation, the Rights Fee, and all such amounts are expressed in

[], and shall be paid by wire transfer free and clear of, and without, deductions based on any

currency control restrictions, import duties, or any sales, use, value added tax, save and

except any deduction towards withholding taxes (which Sub-Licensee may deduct without

gross up) at applicable rates if required by law in the Licensed Territory. Sub- Licensee shall,

in case of such deduction of withholding tax, provide Sub-Licensor with proof of payment of

the deducted withholding no later than [] days following receipt by Sub-licensee of the

official receipt from such tax authority. The Sub-Licensee shall not be required to gross up

any such withholding taxes.

28

(ii) For the avoidance of doubt, if Licensee is required to make any other deduction or

withholding in respect of any taxes, imposts, duties or other such charges in respect of any

payment due under this Agreement, and in accordance with Clause 7.3(i) above, grosses up

the relevant payment to Licensor, but Licensor subsequently also receives a tax credit due to

the application of the withholding, Licensor shall refund Licensee such amount as will ensure

that

Licensor retains no more and no less that the full cash amount of the payment due (provided

that the sum refunded to Licensee may not exceed the amount by which it originally grossed-

up the payment to Licensor).

(iii) The parties hereby agree in good faith to seek to minimise the impact of any sales, use,

value added, withholding or other taxes applicable to any payment of the Rights Fee to the

extent permissible at law, it being accepted that no party shall, in doing so, be obliged to

prejudice its own position.

Rights Fee Adjustments

7.8 Licensee acknowledges and agrees that:

(a) If the number of scheduled Matches increases, such additional scheduled Matches shall

automatically and without further formality be included in this Agreement, subject to

Licensee paying additional amounts by way of an incremental increase in the total amount of

the Rights Fee, in accordance with the following formula:

Original Rights Fee for the relevant Season ÷ (DIVIDED by) the original number of

Matches) x (MULTIPLIED BY) the number of additional scheduled Matches = the

incremental increase in Rights Fee for that Season

(b) Any incremental increase in Rights Fee shall be paid by Licensee to Licensor on or before

the date of the first Match of each Season to which the incremental increase in Rights Fee

applies unless otherwise agreed in writing by Licensor.

(c) If the number of scheduled Matches decreases due to a decrease in the number of

Franchises or due to Licensor amending the format of the League, the total amount of the

Rights Fee for the applicable Season shall in those circumstances be reduced to reflect the

reduced number of scheduled Matches. The formula to be used to calculate the amount of

such reduction in the Rights Fee shall exactly mirror the formula to calculate any increase in

the Rights Fee set out at Clause 7.8(a) above.

7.9 If any scheduled Match is affected for reason of terrorism or war (including the imminent

threat of terrorism or war), the Rights Fee shall be reduced on a pro-rated basis for each such

Match, it being agreed that for these purposes a Match shall not be deemed “affected” if (a)

29

both competing Teams have arrived at the relevant Venue and (b) the Match umpires have

taken to the field for the purposes of commencement of play of such Match. There shall be no

reduction in the Rights Fee for any reason other than as provided in Clause 7.8(c) and this

Clause 7.9.

7.10 Any reduction in the Rights Fee arising as a result of the operation of Clause 7.8(c) or

Clause

7.11 shall be achieved either by, at Licensee’s request: (a) a refund of such amount by

Licensor within [] days after the scheduled date of such Match; or (b) deducting the relevant

amount from the instalment of the Rights Fee which is next due (in accordance with the

Payment Schedule) following such affected Match. In the event that:

(i) no instalments of the Rights Fee remain to be paid following such affected Match; or

(ii) the remaining instalments of the Rights Fee are insufficient to absorb the entire deduction

arising as from such affected Match, then a balance payment reflecting the amount due shall

be made by Licensor to Licensee within [] days following the end of the Rights Period.

7.12 For the avoidance of doubt, except in the circumstances set out in Clause 7.8(c) or

Clause 7.9 above, Licensee shall not be entitled to a reduction, refund or rebate of the Rights

Fee, if the number of scheduled Matches in any Season during the Rights Period decreases

for any reason whatsoever (including any Force Majeure Event, as defined in Clause 20.4,

below), and Licensor shall have no other liability to Licensee of any kind.

8. LICENSEE’S GENERAL OBLIGATIONS

Permissions

8.1 Licensee shall be solely responsible for obtaining and (as applicable) paying for all

necessary permissions or licences required by Licensee to exhibit, transmit and/or make

available the Feed and/or Footage pursuant to the Rights licensed hereunder, including any

and all permissions and/or licences from all relevant governmental, regulatory and/or judicial

authorities.

Interactive Services

8.2 (a) Any and all Interactive Services that are to be launched by Licensee in connection

with the exercise of the Rights (or any part thereof), whether as part of any enhanced

coverage or otherwise, are subject to Licensor’s written approval prior to the launch of the

relevant service. Licensee will provide Licensor with full details of any and all proposed

enhanced and/or Interactive Services that are to be launched and/or offered in association

with the exercise of the Rights, including, without limitation, potential financial benefits to

Licensor. At the request of the Licensee, Licensor may in its discretion authorise the

30

exploitation of such enhanced and/or Interactive Services on conditions Licensor deems fit.

All Interactive Services shall become the property of Licensor and any Intellectual Property

Rights in such Interactive Services shall be assigned to Licensor.

(b) Without prejudice to Clause 8.2(a) above, the Gaming Rights are excluded from this

Agreement and reserved to Licensor, and therefore any Interactive Services.

Virtual Advertising

8.3 Licensee agrees that it will not alter or add to the content of the Feeds whether

electronically or otherwise so as to remove, change or obscure any in-Venue advertising, any

Graphics Package or Live Feed Insertions incorporated into the Feed by or on behalf of

Licensor in accordance with this Agreement, save and to the extent as may be required to

comply with applicable Law. In respect of any transmission of Footage, the Licensee shall

not insert any "virtual advertisements" on the field of play during any Match play save as

otherwise may be

required to comply with applicable Laws and advertising restrictions in any part of the

Territory.

Quality and Integrity of Broadcast

8.4 Licensee shall ensure that all of its transmissions of Footage and its Unilateral Coverage

shall be of a quality and standard to be expected of a leading broadcaster broadcasting

premium

sports content, containing innovative high quality programming ideas and concepts and

consistent with, at Licensor’s request.

8.5 Licensee shall comply at all times with the prevailing Broadcaster Guidelines and Brand

Guidelines as may be issued by Licensor from time to time during the Rights Period, it being

agreed that Licensor shall endeavour to supply such Broadcaster Guidelines and Brand

Guidelines at least [] days prior to the start of each series.

8.6 (a) The scroll in all transmissions of the Feed and Footage as made available by Licensor

or the Host Broadcaster shall be the exclusive property of Licensor to promote the series and

the business, including the ticket sales, SMS exploitation and related promotional matters.

8.7 Licensee acknowledges and agrees that any violation by Licensee of Clauses 8.3 to 8.6

(both inclusive) above will be regarded as a material breach of this Agreement.

8.8 Licensee shall ensure that any Live Feed Insertions and/or Graphics Package incorporated

into the Feed by or behalf of Licensor in accordance with this Agreement are transmitted and

displayed without modification save as may be required to comply with applicable Laws.

Licensee acknowledges that any and all revenue generated by such Live Feed Insertions

31

and/or Graphics Packages incorporated into the Feed by or on behalf of Licensor shall accrue

solely to Licensor.

8.9 Licensee shall not edit, alter, manipulate, delete, change, overlay, distort, add to, delete

from or otherwise interfere with the Footage/Feed (including any recordings or parts thereof)

in any way whatsoever other than as permitted under this Agreement, including:

(a) to add commentary in the Language(s);

(b) to create or allow the creation of Highlights provided that there shall be no alteration to,

or manipulation of, the visual images and audio sound included in the portion of the Feed

used in any Highlights;

(c) subject to the terms hereof, to superimpose any graphics or factual information; and

(d) to add Licensee’s logo(s) and/or any logo of its appointed Broadcast Sponsor onto its

transmissions of the Footage, subject to Clauses 8.2 to 8.5 (inclusive);

8.10 Licensee shall not edit, alter, manipulate, delete, change, overlay, distort, add to, delete

from or otherwise interfere with any on-screen graphics, credits, opening and closing title

sequences, or any copyright notices or other credits (including any production credits) which

are incorporated into the Footage/Feed, and shall not insert anything within the Footage

which

may cause any play in progress (including any participants in any Match) or any advertising

sites featured in the Feed, e.g. advertising hoardings at the Venue, to be obscured in any

manner.

8.11 For the avoidance of doubt, Licensee shall be entitled to incorporate adverts and

commercial graphics and messaging in breaks at all times, or when Match play is stopped due

to player injury, but not pending the decision of the third umpires or field umpires and

provided in all cases such adverts or commercial messages are shown after the conclusion of

any action replay (it being acknowledged for the avoidance of doubt that Licensee can grant

sponsorship rights in relation to such action replay) and are in accordance with the

Broadcaster Guidelines, save that the Licensee shall be entitled to insert an action replay bug

in the first action replay of an incident and obtain broadcast sponsorship for such action

replay bug.

8.12 Licensee shall:

(a) use and procure the use by each of its representatives (including commentators):

(i) the correct and full name of each Venue;

(ii) the correct and full official Sponsored Title of the League;

32

(iii) the correct and full official title of each Team participating (including always the name

of any principal team sponsor);

(iv) the correct and full name of any award (including the name of any title or presenting

Sponsor of that award), and so forth in respect of other named commercial properties relating

to any Match, in each case within and around all authorised transmissions of the Match

related programming hereunder (produced by or on behalf of Licensee); and

(b) to the extent that any Marks and/or graphics are incorporated in the Feed, incorporate the

same in all Footage which contain Footage.

8.13 It is agreed that the Licensee shall be entitled to retain all revenues that it derives from

the

graphics, advertising and/or sponsorship that it incorporates within its transmissions of the

Feed, Footage and/or Unilateral Coverage pursuant to Clause 8.6 above.

Broadcast Sponsors

8.14 Licensee shall be permitted to appoint, and to permit its Sub-Licensees to appoint,

Broadcast Sponsors subject to the terms and conditions of this Agreement, and in particular,

the provisions of Clause 8.15.

8.15 (a) Licensee acknowledges and agrees that it shall not select or appoint any Broadcast

Sponsor (i) in relation to the product category of the Title Sponsor, without first offering and

providing the Title Sponsor with an opportunity to purchase such Broadcast Sponsorship, and

shall not in any event appoint a Broadcast Sponsor in relation to that product category,

without giving the Title Sponsor a reasonable last opportunity to purchase such Broadcast

Sponsorship (being no less than 5 (five) days from the date that such last opportunity is

notified to the Title Sponsor, unless such notification is within 10 (ten) days of the first

scheduled Match of the relevant season, in which case such time period as is reasonable). For

the avoidance of doubt, if the Title Sponsor declines to purchase such Broadcast Sponsorship,

Licensee may appoint as Broadcast Sponsor a person who is a Competitor of the Title

Sponsor.; and (ii) in relation to the product category of an Official Sponsor, without first

offering and providing such Official Sponsor with an opportunity to purchase such Broadcast

Sponsorship package and shall not, in any event, appoint a Broadcast Sponsor in relation to

that product category on terms more favourable than those offered to the Official Sponsors

without first offering and providing the Official Sponsors with a reasonable opportunity to

accept the same favourable terms. For the avoidance of doubt and to give commercial effect

33

to this Clause, Licensee shall not stipulate or impose any condition or restriction on the

purchase of any Broadcast Sponsorship package or opportunity in or around any Match or

Footage to the effect that any Title Sponsor or Official Sponsor must purchase broadcast

sponsorship and/or commercial airtime and/or other promotional or advertising opportunities

or inventory from Licensee in relation to any other programme or event.

(b) Both (i) prior to Licensee concluding any binding agreement with a Competitor of a Title

Sponsor or (as applicable) Official Sponsor, and (ii) upon conclusion of such binding

agreement with a Competitor of a Title Sponsor or (as applicable) Official Sponsor Licensee

shall provide Licensor with evidence to demonstrate to Licensor’s satisfaction Licensee’s

compliance with the terms of Clause 8.15(a) above.

(C) Licensee acknowledges and agrees that the identification of any and all Broadcast

Sponsors immediately before or after any of Licensee’s transmissions of any Match shall be

on a collective basis, appear on a single slate, and shall not appear on the same slate as any

identification given to the Title Sponsor immediately before or after any of Licensee’s

transmissions of any Match.

(d) Licensee acknowledges and accepts that neither Licensee nor any Broadcast Sponsor shall

either (i) suggest an endorsement of any Broadcast Sponsor or any of its products, goods or

services, or of any third party products, goods or services, by any Team, player, coach, or

official or by Licensor, the League or any of its officials, Title Sponsor, Official Sponsors or

other commercial partners; or (ii) suggest any association between any Broadcast Sponsor

and Team, player, coach, or official or by Licensor, the League or any of its officials, the

Title Sponsor, Official Sponsors or other commercial partners.

(e) Licensee acknowledges and accepts that in rare circumstances, it is necessary for

Licensor, in the interests of the Sport, to disassociate itself from a company, and if Licensor

does take this unusual step, Licensee must also disassociate itself from such company,

including by cancelling any Broadcast Sponsor agreement with such company.

Sponsored Title and Logos

8.16 In all transmissions, broadcasts and exhibitions of Matches, Licensee shall:

(a) ensure that the Sponsored Title and the relevant Sponsored Logo shall appear in the

opening and closing titles, together with a verbal mention of the Sponsored Title immediately

afterwards;

(b) ensure that the Sponsored Title and the Sponsored Logo shall prominently appear in the

following:

(i) any on screen display of any fixtures/ league table(s) or Team line-up;

34

(ii) all trailers and other on air and/or off air publicity and/or promotional material in relation

to the Match;

(iii) Licensee's broadcasts of any service (including news bulletins) in relation to the results

or scores or reports of Matches including but not limited to any on screen display of any table

(or any part or parts thereof); and

(iv) in other relevant places where reasonably practicable.

(c) ensure that whenever the Sponsored Title and the relevant Sponsored Logo so appear,

they shall not be diluted by juxtaposition with a name, brand name or logo of any third party,

even if not the name of a Competitor it being further agreed that if any Sponsored Title or

Sponsored Logo contains the name of the Title Sponsor whose products or services may not

be lawfully advertised, promoted or made available in accordance with the Law in all or any

part of the Territory, Licensor acknowledges that Licensee may, with the prior written

approval of Licensor, which it may not unreasonably withhold, use and authorize the use of

(including the right to edit so as to enable such use) such Sponsored Title and Sponsored

Logo the applicable part of the Territory without reference to, and without the inclusion of

the branding of, the Title Sponsor or its products or services.

8.17 Subject to Clause 8.16 and Clause 8.18, Licensor hereby grants to Licensee a non-

exclusive royalty free right to use and publish the Sponsored Logos and Sponsored Title in

accordance with the Brand Guidelines (as provided to Licensee from time to time), and/or

solely in the promotion and advertising of Licensee's exhibitions of the Footage in the

Territory during the Rights Period.

8.18 Licensee undertakes to Licensor that it shall:

(a) not enter into any joint exploitation of, or otherwise enter into any joint marketing or

promotion of, any Sponsored Logo or Sponsored Title or Marks or otherwise associate any

Sponsored Logo or Sponsored Title or Marks with products or services of any other person;

(b) not adopt or use any other trademarks, drawings, symbols, emblems, logos, designations

or names confusingly similar to any Sponsored Logo or Sponsored Title or Marks;

(c) not knowingly do or authorise to be done any act or thing which will harm, misuse or

bring into disrepute any Sponsored Logo or Sponsored Title or Marks;

(d) if the Sponsored Logo and/or Sponsored Title and/or Marks is/are or become registered

not do or omit to do anything which might undermine the validity of any Sponsored Logo or

Sponsored Title or Mark as a registered trade mark;

(e) not hold itself out as the owner of any Sponsored Logo or Sponsored Title or Marks;

35

(f) only use the Sponsored Logos, Sponsored Title and IPL Marks in accordance with the

provisions of this Agreement and, in particular, the Brand Guidelines;

(g) ensure that any use of any Sponsored Logo, Sponsored Title and Marks shall be

accompanied by such appropriate copyright and trade mark notices as may be reasonably

required in writing by Licensor, save that any accidental omission shall not constitute a

breach of this Clause.

8.19 Licensee acknowledges that all Intellectual Property Rights in each of the Sponsored

Logo, Sponsored Title and Marks, together with any goodwill attached to each of them shall

remain, as between the parties, the sole property of Licensor and shall inure solely for the

benefit of Licensor. Should any right, title or interest in or to the Sponsored Logo, Sponsored

Title or Marks or any goodwill arising out of the use of the Sponsored Logo, Sponsored Title

or Marks, become vested in Licensee (by the operation of Law or otherwise), it shall hold the

same in trust for and shall, at the requisition of Licensor, immediately unconditionally assign

free of charge any such right, title, interest or goodwill to Licensor and execute any

documents and do all acts required by Licensor for the purpose of confirming such

assignment.

8.20 Licensee shall not publish or otherwise distribute any photograph in respect of any

Match

and/or player derived from any Footage other than reasonable publication to market and

promote its transmissions of the Footage in accordance with the Broadcaster Guidelines and

Clause 2.8 above.

9. REPRESENTATIONS AND WARRANTIES

9.1 Each party warrants that it has taken full legal advice in respect of this Agreement prior to

its execution and that it has and will throughout the Rights Period continue to have full

authority

to enter into this Agreement and to undertake all of its obligations hereunder.

9.2 Licensee warrants that all information, documents and contracts provided to Licensor

and/or Licensor in connection with the compliance by Licensee with its obligations under this

Agreement are true and accurate in all respects and not misleading in any respect and contain

all information which is relevant in connection with the information, document or contract

being so provided.

9.3 Licensor:

36

(a) represents and warrants that it has the full right and legal authority to enter into this

Agreement and to grant the rights and benefits set out herein, and is fully able to perform its

obligations under this Agreement in accordance with its terms;

(b) undertakes that it shall procure that a season of the League shall be played in each and

every year of the Rights Period, and further that it shall be professionally operated and be of a

standard suitable for international exploitation and further that in each such season there shall

be Teams based in major cities in India. The parties acknowledge and accept that a reduction

in the Rights Fee in accordance with Clause 7.9(c) above shall be the Licensee’s sole remedy

for any reduction in the number of Matches due to a change in format or reduction in the

number of Teams;

(c) represents and warrants that:

(i) in entering into and performing this Agreement, it is not in breach, and it will not in the

future be in breach, of any obligations or duties owed to any other person;

(ii) in entering into and performing this Agreement, it is not in violation or conflict with any

Law;

(iii) it shall use its reasonable endeavours not to include, and to procure that the Host

Broadcaster shall use its reasonable endeavours not to include, any material within the Feed

that is defamatory of any individual or may bring the League or the Licensee into disrepute;

and

(iv) shall comply with the terms and conditions of this Agreement.

9.4 Licensee hereby represents, warrants and undertakes to Licensor that:

(a) Licensee is a company validly construed under the laws of the territory stated in Schedule

1 and it has been in continuous existence since its constitution;

(b) Licensee has and shall have the full right, title and authority to enter into this Agreement

and to accept and perform the obligations, undertakings, covenants, warranties,

representations and agreements stipulated to be performed by Licensee pursuant to this

Agreement;

(c) this Agreement has been duly authorised by the board of directors of Licensee and no

other corporate action is, or will at any time during the Term be, necessary to authorise the

signature of, and entry into, this Agreement or the performance of any action contemplated

by this Agreement, by Licensee;

(d) upon signature of this Agreement, this Agreement shall constitute a legal, valid and

binding obligation of Licensee enforceable in accordance with its terms;

37

(e) Licensee has not entered into and will not enter into any agreement with any third party

that would cause a breach of this Agreement, and that in entering into and performing this

Agreement, it is not in breach, and it will not in the future be in breach, of any obligations

owed to any other person;

(f) in entering into and performing this Agreement, it is not in violation or conflict with any

law;

(g) Licensee shall observe all applicable laws, rules, codes and regulations, Brand Guidelines

and Broadcaster Guidelines, and all applicable statutes, rules or regulations, in connection

with the performance of its obligations hereunder;

(h) Licensee shall not use Footage (or any part thereof, including but not limited to

commentary) for any purpose other than as expressly permitted hereunder and strictly in

accordance with the terms of this Agreement;

(i) Licensee shall not: (i) include any material within or around its transmission of any

Footage; nor (ii) use any part of any Footage; nor (iii) use the Marks, nor (iv) act in any way

in relation to this Agreement and/or the Rights granted hereunder in an manner which is or is

likely to be defamatory of any individual or may bring the Sport, Licensor, the Matches or

any Team or individuals featured in the Footage and/or any Title Sponsor and/or Official

Sponsors into disrepute;

(j) Licensee shall procure that its Sub-Licensees and any Affiliates do not act in any way in

relation to this Agreement and/or the Media Rights granted hereunder in a manner which is or

is likely to be defamatory of any individual or may bring the Sport, Licensor, the Matches or

any Team or individuals featured in the Footage and/or any Title Sponsor and/or Official

Sponsors into disrepute;

(k) Licensee shall comply with the terms and conditions of this Agreement;

(l) Licensee is not at the time of entering into and performing this Agreement and will not

during the Rights Period be a promoter, shareholder, organiser or broadcaster of any

Unofficial Event, and is not at the time of entering into and performing this Agreement and

will not during the Rights Period be directly or indirectly interested or involved in such

Unofficial Event;

(m) so far as Licensee is aware at the Commencement Date (having made all due and proper

enquiries), there are no existing claims in litigation against any member of Licensee’s group

of companies which could adversely affect Licensee’s ability to comply with its obligations

hereunder;

38

(n) Licensee has the technical experience and expertise to deliver and exhibit live without

delay the Feed in a safe and secure manner and of a quality and standard expected of a

leading broadcaster broadcasting premium sports content; and

(o) in all other respects Licensee has the technological capability to effectively exercise the

Rights to the highest industry standards in a safe and secure manner.

9.5 Subject to fair, researched and considered journalistic comment and applicable law,

Licensee shall not make any defamatory or derogatory statements or take part in any other

activities nor include any material within or around its transmissions of any Footage, or any

part thereof, nor otherwise use any Footage, or any part thereof, or the rights herein granted

to it, in any manner which is or is likely to be defamatory of or derogatory to any

individual(s) or which may bring the Sport, Licensor, the Teams, the Official Sponsors and/or

any of Licensor’s commercial partners into disrepute.

9.6 Licensee shall not permit or authorise any third party entity to claim any designation or

official status in relation to, or any indirect or direct association with, the Footage, or Matches

comprising the Footage, or the Teams or persons participating in such Matches, or Licensor

or the Teams or any individuals participating in the series.

9.7 Licensee undertakes that it shall not exercise or permit the exercise of any of the rights

granted to it hereunder in conjunction, or in association, with any form of betting, gaming or

gambling, or betting, gaming or gambling services, or, other games, including any prediction

games or competitions of any nature.

9.8 Licensee shall not infringe the copyright, privacy rights or other rights of any third party

in

exercising its rights under this Agreement. Licensee shall obtain the necessary consents, and

if necessary pay, for the use of any third party work or material used by Licensee as part of its

authorised transmissions hereunder or otherwise in exercising its rights under this Agreement

10. TERM AND TERMINATION

10.1 This Agreement shall commence, and come into full force and effect, on and from the

date it is executed by the parties, and subject to earlier termination of this Agreement in

accordance with its terms (including pursuant to the rest of this Clause 10), shall continue

until the expiry of the Rights Period.

10.2 Licensee may at any time (without prejudice to any other rights it may then have against

Licensor) by giving notice in writing to Licensor to terminate this Agreement forthwith in

any of the following events:

39

(a) if Licensor shall commit any material breach or breaches of any of the terms, conditions

and warranties contained herein and such default or breach is not capable of remedy, or if

capable of remedy, is not remedied to the reasonable satisfaction of Licensee within 14

(fourteen) days of written notice requiring it to do so;

(b) if Licensor is the subject of an Insolvency Event and the same is not cured/ rectified

within 45 (forty five) days therefrom.

10.3 Licensor may at any time (without prejudice to any other rights it may then have against

Licensee) by giving notice in writing to Licensee to terminate this Agreement forthwith in

any

of the following events:

(a) if Licensee fails to pay the Rights Fee in accordance with the provisions of Clause 7.2 and

breach is not remedied to the reasonable satisfaction of Licensor within 2 (two) Working

Days of written notice requiring it to do so;

(b) if Licensee is the subject of an Insolvency Event and the same is not cured/ rectified to the

satisfaction of the Licensor within 45 (forty five) days therefrom;

(c) if there is a Change of Control of Licensee (whether direct or indirect) that, in the opinion

of Licensor in its absolute discretion, is in any way detrimental to Licensor, or the

participating Teams (one example being a sale to an entity that is in any way connected with

Unofficial Events);

(d) if Licensee transfers any material part of its business or assets to any other person;

(e) if Licensee, any of the Sub-Licensees, any Affiliate of the Licensee and/or any Sub-

Licensee, and/or any Owner acts in any way which has or may have, in the reasonable

opinion of Licensor, a material adverse effect upon the reputation or standing of the series,

Licensor, a Team, player, official and/or the Sport, it being acknowledged that comments that

are non-defamatory, fair, accurate and appropriate shall not be deemed to be a breach of this

Agreement and/or entitle Licensor to terminate the Agreement pursuant to this Clause

10.3(f);

(f) if Licensee, any of its Sub-Licensees, any Affiliate of the Licensee and/or any Sub-

Licensee, and/or any Owner uses any Marketing Agency in any capacity in connection with

exploitation of any Rights granted under this Agreement, including engaging a marketing

agency as a consultant or advisor, and/or engaging a marketing agency to represent and/or

distribute any Rights, and/or to broker contracts for, such Rights without Licensor’s prior

permission;

40

(h) if Licensee shall commit any material breach or breaches (other than those referred to in

Sub-Clauses 10.3(a) to (f) inclusive) and such default or breach is not capable of remedy, or

if capable of remedy, is not remedied to the reasonable satisfaction of Licensor within 14

(fourteen) days of written notice requiring it to do so, it being acknowledged and agreed that

breach of, without limitation, any of the provisions of Clauses 8.2, 8.3, 8.4, 8.5, 8.6, 8.11 of

this Agreement shall be a material breach of this Agreement;

(i) if Licensee fails to either inform the Licensor and/or provide any information/ documents

in accordance with Clause 10.6 below;

(j) if any other media rights agreement between Licensor and Licensee is terminated by

Licensor for any reason; or

(k) if Licensee shall commit multiple breaches the cumulative effect of which is material to

this Agreement which breaches have not been remedied to the reasonable satisfaction of

Licensor within 14 (fourteen) days of written notice requiring it to do so.

10.4 For the purposes of this Agreement Control means in relation to a person the direct or

indirect power of another person (whether such other person is the direct or indirect parent

company of the first mentioned person or otherwise) to secure that the first mentioned

person’s affairs are conducted in accordance with the wishes of such other person:

(a) by means of the holding of any shares (or any equivalent securities) or the possession of

any voting power; or

(b) by virtue of any powers conferred on any person by the Articles of Association or any

other constitutional documents of any company or other entity of any kind; or

(c) by virtue of any contractual arrangement

and Controlled and Controller shall be construed accordingly and a Change of Control shall

occur if (i) a person who Controls another person ceases to do so; or (ii) a different person

acquires Control of such other person; or (iii) if any person acquires Control of another

person

in circumstances where no person previously Controlled such other person. For the purposes

of this Clause 10.4 (and in connection with the use in this Agreement of the terms defined in

this Clause 10.4) all of the members of any consortium, partnership or joint venture which

has

any interest (direct or indirect) in Licensee shall be deemed to be one person. It is agreed that

a change of management of Licensee shall not be deemed to be a Change of Control unless it

involves a transfer of ownership from one Owner to another Owner.

10.5 An Insolvency Event shall occur in respect of a party to this Agreement if:

41

(a) any bona fide petition is presented or any demand under applicable law is served on that

party or an order is made or resolution passed for the winding up of that party or a notice is

issued convening a meeting for the purpose of passing any such resolution;

(b) any bona fide petition is presented for an administration order or any notice of the

appointment of or of an intention to appoint an administrator of that party is filed in court or

an administration order or interim order is made in relation to that party;

(c) any administrative or other receiver or manager is appointed of that party or of all or any

material part of its assets and/or undertaking within the meaning under applicable law or any

other bona fide step is taken to enforce any encumbrances over all or any part of the assets

and/or undertaking of that party;

(d) any step is taken by that party or any of its creditors with a view to proposing any kind of

composition, compromise or arrangement (including without limitation corporate debt

restructuring) involving that party and any of its creditors, including but not limited to a

voluntary arrangement under applicable law or anything similar occurs under any analogous

legislation anywhere in the world.

10.6 Licensee shall forthwith and in any event not later than 15 (fifteen) days therefrom,

inform

Licensor (along with submitting all relevant documents) of the occurrence of any of the

following events:

(a) any petition is presented or any demand under applicable law is served on Licensee or an

order is made or resolution passed for the winding up of Licensee or a notice is issued

convening a meeting for the purpose of passing any such resolution;

(b) any petition is presented for an administration order or any notice of the appointment of or

of an intention to appoint an administrator of Licensee is filed in court or an administration

order or interim order is made in relation to Licensee;

(c) any administrative or other receiver or manager is appointed of Licensee or of all or any

material part of its assets and/or undertaking within the meaning under applicable law or any

other step is taken to enforce any encumbrances over all or any part of the assets and/or

undertaking of Licensee;

(d) any step is taken by Licensee or any of its creditors with a view to proposing any kind of

composition, compromise or arrangement (including without limitation corporate debt

restructuring) involving Licensee and any of its creditors, including but not limited to a

voluntary arrangement under applicable law or anything similar occurs under any analogous

42

legislation anywhere in the world and also provide such additional/ further information/

documents as Licensor may require in connection therewith.

10.7 Licensor may (in addition to and not in substitution for any of its other rights and

remedies under this Agreement or at Law, and without liability to Licensee) suspend the

delivery of any Feed during any period in which the Rights Fee (or any part thereof) are

overdue by more than 2 (two) Working Days or in the case of any other material default or

breach by Licensee of its

obligations, for the period until such defaults have ceased and shall have been remedied (if

capable of remedy).

11. EFFECT OF TERMINATION OR EXPIRY

11.1 Upon expiration or termination of this Agreement for any reason whatsoever:

(a) all rights, licenses and benefits (including, without limitation, the Rights) shall forthwith

revert to Licensor;

(b) Licensee shall immediately cease to exercise or exploit the Rights and Licensor shall

immediately thereafter be entitled to grant all or any of the Rights to any other person;

(c) Licensee shall not at any time thereafter:

(i) disclose or use any confidential information relating to Licensor or the series acquired by

Licensee during or as a result of this Agreement;

(ii) make any use of the Marks or any trademarks, trade names and/or logos which are similar

to any of the foregoing;

(iii) purport to be associated with Licensor and/or the series;

(d) Licensee shall immediately pay all sums and amounts due to Licensor under the terms of

this Agreement or otherwise;

(e) Licensor and Licensee shall promptly return to the other all property of the other within

its possession, save that each will be permitted to retain such property as it demonstrates (to

the other party’s reasonable satisfaction) to be required by law to be maintained for records;

(f) Licensee shall execute any documents required by Licensor to effect the termination

and/or assignment of any rights in connection with the Rights;

(g) such termination shall be without prejudice to any other rights or remedies to which a

party may be entitled under this Agreement or at Law as a result of or in relation to any

breach or other event which gives rise to such termination, and shall not affect any other

accrued rights or liabilities of either party as at the date of termination; and

(h) within 14 (fourteen) days after the expiry of the Rights Period or after any earlier

termination of this Agreement, Licensee shall upon and in accordance with the reasonable

43

written instructions of Licensor either (at Licensor’s election): (a) deliver to (delivery costs to

be paid by Licensee where such instructions follow a termination of this Agreement pursuant

to Clause 10.3, but otherwise being for the account of Licensor) or make available for

collection by Licensor; or (b) procure destruction of, all or any recordings of Footage made

pursuant to this Agreement and such other tapes and videos delivered to Licensee by or on

behalf of Licensor pursuant to this Agreement. Any such delivery shall be to the address

notified to Licensee by Licensor in writing or otherwise in accordance with the written

instructions of Licensor.

11.2 It is acknowledged and agreed that the terms of Clauses 3.5, 3.6, 5.8, 8.15, 8.16, 9, 11.1,

12, 14, 15, 17, 18, 21, 22, 24, 25 and 27 shall survive termination of this Agreement.

12. TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS

Trademarks

12.1 Licensee’s entitlement to use the Marks as part of the rights granted hereunder, is

subject

to, without limitation, the following terms and conditions:

(a) any use of the Marks shall be subject to the prior written approval of Licensor in

accordance with the approval mechanism (provided that all displays of Marks that are

incorporated by Licensor or on behalf of Licensor in any part of the Feed and then

transmitted by Licensee pursuant to this Agreement shall be deemed pre-approved). Licensee

acknowledges and agrees that all use by it of the Marks is subject to Licensor’s prior written

approval (not to be unreasonably withheld, delayed and/or subject to payment of additional

fees).

(b) where practicable, Licensee shall incorporate the trademark legend "®" (or any other

appropriate trademark legend(s) as instructed by Licensor) where it uses any Marks in any

country in which the Marks are registered to indicate that such Marks are registered or it shall

incorporate the trademark legend "TM" where such Marks are not registered or any other

appropriate trademark legend(s), each as instructed by Licensor;

(c) should any right, title or interest in or to any Intellectual Property Rights in such Marks or

any goodwill arising out of the use of any of the same become vested in Licensee (by

operation of applicable law or otherwise) or any of its Sub-Licensees, Licensee shall assign

(or, as appropriate, Licensee shall procure that the relevant Sub-Licensee shall assign) the

same to Licensor free of any third party rights and without charge for the full period of

protection and all extensions, reversions, revivals and renewals thereof, and Licensee shall

(or, as appropriate, shall procure the Sub-Licensee shall) in any jurisdiction where such

44

assignment does not take effect pursuant to this Clause hold such Intellectual Property Rights

on trust for the benefit of Licensor absolutely;

(d) Licensee shall not do any act or thing which will bring into disrepute the Marks nor use

the Marks in any manner likely to cause harm to the goodwill attached to the Marks;

(e) Licensee shall not use the Marks in any manner which undermines the value of any rights

in or to any of the same or is prejudicial to the image of Licensor, any of the Matches, the

Teams, the Official Sponsors or any other Licensor commercial partners;

(f) Licensee shall not (to the extent that any of the Marks is or becomes registered) do, or

omit to do, anything which might undermine the validity of such marks as registered

trademarks;

(g) Licensee shall not adopt or use any other mark, drawing, symbol, emblem, logo,

designation or name in a manner which would constitute an imitation or a copyright or

trademark infringement in respect of the Marks; and

(h) Licensee shall not seek to register (whether as a trademark or as a domain name) any

interest in the Marks or any word(s) which form part of the Marks in any jurisdiction.

12.2 Any and all Intellectual Property Rights that subsists in the Feed and Footage (including

transmissions and recordings thereof by Licensee) shall automatically and wholly, without

lien or encumbrance, vest in, and shall be owned by, Licensor in all media worldwide in

perpetuity or for the longest applicable duration of such rights, including any and all

renewals, reversions and extensions thereof.

12.3 If, and to the extent that, notwithstanding Clause 12.2 above, any Intellectual Property

Rights or other right, title or interest in the Feed and Footage (including in transmissions or

recordings or otherwise arising from Licensee’s use thereof) have, or become, vested in

Licensee (whether as a result of the operation of this Agreement, operation of law or

otherwise howsoever) Licensee shall irrevocably and unconditionally assign free of charge all

such Intellectual Property Rights or other right, title of interest in the same to Licensor in all

media worldwide in perpetuity or for the longest applicable duration of such rights, including

any and all renewals, reversions and extensions thereof. Licensee shall execute all such

documents and do execute and perform all such other acts and things as Licensor may

reasonably require to give full effect to such assignment.

Intellectual Property Rights

12.4 The legal ownership of all prints and/or other materials and/or other copies and/or other

reproductions of the Footage and/or parts thereof in whatever format stored (“Material”)

45

delivered to or made or acquired by Licensee in accordance with the provisions of this

Agreement shall remain at all times with Licensor and Licensee shall not do or suffer any act

or thing whereby any third party would have any lien or would be entitled to take possession

by way of distraint or otherwise of any of the Material. Licensee may erase such Material in

accordance with the terms and conditions of this Agreement.

12.5 It is agreed that other than in respect of any music incorporated by Licensee into its

broadcasts and/or into the Footage, Licensee commentary, Licensee trademarks, Licensee

graphics and/or third party works incorporated by Licensee into its broadcasts and/or into the

Footage (“Excluded Works”), the Intellectual Property Rights in and/or to the Footage vests

in and are owned by Licensor. Licensee hereby assigns to Licensor (including by way of

assignment of future copyright) all Intellectual Property Rights arising by virtue of its

exercise

of the rights granted under this Agreement, including without limitation any and all

Intellectual Property Rights arising in and/or in respect of the Footage, its transmissions of

the Footage and/or the Marks, such assignment to take effect Worldwide for the full period of

protection and all extension and renewals thereafter. Licensee shall (at its cost) complete and

provide Licensor with all documentation required to give full legal effect to this assignment

and shall, until such assignment takes effect, hold such Intellectual Property Rights on trust

for the benefit of Licensor absolutely.

12.6 For the avoidance of doubt nothing in this Agreement or in the exercise of the rights

granted hereunder shall be construed as granting or assigning to Licensee any right, title or

interest, including any Intellectual Property Rights, including any copyright, in or to the

Footage, or any part or aspect thereof, as a consequence of this Agreement and the exercise

by Licensee of the rights granted to it hereunder, and Licensee shall not do or suffer any act

or thing (whether or not in the purported exercise of the rights hereby granted) which would

imply the contrary.

12.7 Without prejudice to the generality of Clauses 12.4 and 12.5:

(a) Licensee with full title guarantee hereby absolutely, irrevocably and unconditionally

assigns to Licensor (including by way of present assignment of future copyright pursuant to

the Copyright Act 1968 and associated legislation) all right, interest and title in and to any

footage of actual Match play produced by it or on behalf of it, including without limitation all

copyright, all rights of action and all other rights of whatsoever nature as may exist in any

part of the World, with effect from the creation thereof, to hold the same unto Licensor and

46

its successors and assigns absolutely for the full period of copyright therein including all

extensions, reversions, revivals and renewals thereof; and

(b) Licensee shall assign to Licensor (on terms to be specified by Licensor) any and all

copyright and other rights in any audio, visual and audio-visual coverage of matches

equivalent to the Matches played prior to the execution of this Agreement which may be held

and/or controlled by Licensee (by any means whatsoever) as at the date of execution of this

Agreement.

12.8 To the extent that a separate and original copyright work exists or arises in the

Licensee’s

broadcast signal of the Footage (as distinct from copyright subsisting in the Host

Broadcaster’s signal), then Licensor acknowledges that the Licensee is the beneficial owner

of such copyright for the purposes of exercising or protecting the Licensee’s rights hereunder

and for no other purpose. The Licensee shall make reasonable efforts to notify Licensor of

any action it proposes to take in respect of such copyright.

12.9 Licensee hereby agrees that it will at the written request of Licensor within the Territory

take all such actions, proceedings or steps as may be necessary either in its name or in such

name as Licensor shall require to protect the copyright in any Footage or Feed or any other

rights, title or interest of Licensor in its Intellectual Property Rights referred to herein, with

Licensor first consulting with Licensee about such actions, proceedings or steps. Further

Licensee agrees forthwith to notify Licensor of any infringement or breach of the copyright

or other rights etc. in any Footage or Feed (including but not limited to plagiarism) as shall

come to the attention of Licensee and, upon Licensor’s written request, to take all such

actions, proceedings or steps as Licensor shall require in respect of any such infringement or

breach. All applicable actions, proceedings and steps taken by Licensee at Licensor’s request

shall be at Licensor’s reasonable cost, provided that all such costs are approved by Licensor

in writing in advance, and save that such costs shall be borne by Licensee where any

applicable offence requiring action is caused by any unauthorised act or omission of Licensee

or any of its Sub-Licensees.

12.10 Licensee does not by virtue of this Agreement, obtain any rights whatsoever to use any

third party intellectual property or the right to use the image of any particular person or group

of persons (including any players participating in any Match) in a manner which is capable of

being construed as implying any endorsement by such person(s), and/or creating any

association between such person(s) and Licensee, its brands, products or services, any third

party, or any third party’s brands, products or services, whether directly or indirectly, or

47

otherwise. Accordingly, Licensee acknowledges that Licensor is not granting and will not

grant

to Licensee any right or licence to use any player attributes or attributes of any other person,

or any Marks, other than for the purposes to make transmissions authorised herein and for the

purposes of incorporating the same in Licensor approved materials in accordance with the

terms and conditions of this Agreement and compliance by Licensee with the terms thereof.

Licensee shall obtain the necessary consents, and if necessary pay, for the use of any third

party intellectual property or the right to use the image of any particular person or group of

persons (including any players participating in any Match) for any purpose other than as

stipulated in this Clause 12.10.

13. ASSIGNMENT

13.1 Licensee shall not assign or purport to assign, sub-contract or otherwise part with the

burden or the benefit of this Agreement or any part thereof or interest hereunder to any

person

without the prior written consent of Licensor.

13.2 Licensor may assign the benefit and burden of this Agreement to any company or entity

capable of granting the rights granted hereunder.

13.3 Without prejudice to Clause 13.1 above, Licensee shall be entitled to sub-licence (in full

or in part) the rights and benefits granted under this Agreement subject in each case to (i)

Licensee having obtained the prior written approval of Licensor for each and every such sub-

licensee having furnished Licensor with all information regarding the proposed sub-licensee

as may be required by the Licensor (each duly approved sub-licensee a “Sub-Licensee”), and

(ii) the following provisions:

(a) all such Sub-Licensees shall have validly executed a written sub-licence agreement that

fully reflects the terms and conditions of this Agreement, and in particular that imposes on

the Sub-Licensee the same obligations, undertakings and other requirements as imposed on

Licensee under this Agreement On request, Licensee shall provide Licensor with a copy of

each agreement entered into by the Licensee with the Sub-Licensee, redacted to remove

sensitive financial information, save that on termination or expiry of this Agreement Licensee

shall immediately provide Licensor with unredacted copies of such agreement with Sub-

Licensee;

(b) Licensee shall procure that no person shall use or exploit the relevant rights granted to it

under this Agreement in a way that exceeds the scope of the relevant rights or contradicts the

48

terms of this Agreement or authorises the exercise or exploitation of any of the relevant rights

in any manner inconsistent with the terms and conditions of this Agreement;

(c) notwithstanding any sub-licence or attempted sub-licence, Licensee shall remain fully and

primarily responsible for and liable to Licensor for the acts and/or omissions of each Sub–

Licensee in connection with that Sub-Licensee’s use or exercise of the Rights and any other

rights that are the subject of this Agreement. For the avoidance of doubt, but without

limitation, no sub-licence or attempted sub-licence by Licensee shall relieve the Licensee of

its obligation to pay the Licensor the Rights Fee;

(d) without prejudice to sub–Clauses (a), (b) and (c) above, if requested by Licensor,

Licensee

shall promptly take action (including without limitation the issuing of legal proceedings)

against Sub-Licensee(s) to ensure compliance by that Sub-Licensee with the terms and

conditions of this Agreement and/or to remedy any non-compliance by that Sub-Licensee

with the terms and conditions of this Agreement, including at Licensor’s request terminating

such sub-license agreement;

(f) Licensee shall indemnify and keep Licensor fully indemnified against any and all losses,

liabilities, claims, costs, or expenses (including legal costs) arising out of the act, omission,

use or exercise of any Rights or other rights that are the subject of this Agreement by any

Sub-Licensee in breach of and/or in any manner inconsistent with the terms and conditions of

this Agreement; and

(g) Licensee shall include a term in each sub-licence to the effect that if this Agreement

terminates for any reason then, at the discretion of Licensor, such sub-licence shall

automatically be novated from Licensee to Licensor such that a new agreement between the

sub-licensee and Licensor shall come into existence on the same terms and conditions set out

herein commencing on the date of such novation.

(h) Licensee shall if called upon to do so, procure that the Sub-Licensee execute a deed of

adherence in the format and within the time prescribed by Licensor.

(i) Licensee shall not be permitted to concurrently/non-exclusively sub-license the same

Rights to different sub-licensees within the same Territory unless it obtains the prior written

approval of Licensor for each such proposed sub-licence.

13.4 Such Sub-Licensees shall not be permitted to, and Licensee shall ensure that they do not,

assign or purport to assign, sub-contract, sub-licence or otherwise part with the burden or the

benefit of it’s sub-license agreement or any part thereof or interest under the sub-license

49

agreement to any person without the prior written approval of Licensor, which Licensor can

provide or withhold in its absolute discretion.

13.5 Save as required by any applicable law, Licensee shall not be entitled:

(a) to sub-license any Footage produced by Licensee or on Licensee’s behalf incorporating

the Archive Content; and/or

(b) to sub-license to any third party the right to extract, use and/or transmit excerpts of the

Footage on a stand-alone basis including for incorporation within any other programming

(i.e. no Sub-Licensee shall have the right to produce any programming using any Footage),

provided however that Licensee shall be entitled to authorise a Sub-Licensee to extract, use

and/or transmit Clips or other excerpts of the Footage: (i) as the same are incorporated into

Licensee’s transmissions of the Footage (the “Finished Programming”) sub-licensed to it by

Licensee for transmission ‘as is’ within and as part of its transmissions of Footage; and/or (ii)

for the purposes of advertising and promoting that Sub-Licensee’s applicable authorised

transmissions of the Finished Programming in promotional trailers and advertisements during

the Rights Period within the Territory only.

14. LIMIT OF LIABILITY AND INDEMNITY

14.1 Licensee shall indemnify Licensor and keep Licensor fully and effectively indemnified

from and against all claims, losses, costs, expenses, actions, damages, liabilities, proceedings

and/or demands, (including reasonable legal costs and expenses and any value added, or

similar, tax payable thereon), whensoever and howsoever arising to, or suffered or incurred

by, Licensor as a result or consequence of, or in connection with, any breach by Licensee of

any of its obligations, representations, warranties and/or undertakings contained in this

Agreement

(including any failure or delay in performance by Licensee) and/or any claim, action or

proceeding whatsoever against Licensor by any third party due to the acts or omissions of

Licensee under this Agreement. 14.2 The indemnity set out in Clause 14.1 above shall be

conditional upon Licensor:

(a) promptly notifying Licensee of any threatened or actual claim, allegation or proceedings;

and

(b) consulting fully with Licensee in regard to any proceedings.

14.3 (a) Licensor shall not be liable to the Licensee (or any party acting on its behalf or under

its authority) in contract, tort, or otherwise (including for any negligent act or omission), for

any:(i) loss of profits (whether direct or indirect); (ii) loss of revenue, goodwill or

opportunity;

50

(iii) loss of business, contracts or anticipated savings; (iv) increased costs or expenses, or

precontract or wasted expenditure; or (v) actual or expected indirect, special or consequential,

loss or damage, of any type), pursuant to any claim or otherwise arising out of or in

connection with this Agreement, including Licensor’s performance of its obligations under

this Agreement, or any breach by Licensor of the terms hereof, even if Licensor was advised

in advance of the possibility of any such loss, damage or costs etc. arising;

(b) Licensor’s maximum aggregate liability to the Licensee in contract, delict (tort) or

otherwise (including any liability for any negligent act or omission, and including for

damages which are not otherwise limited or excluded under this Agreement) pursuant to any

claim or otherwise arising out of or in connection with this Agreement shall be limited to a

sum equivalent to the amount of the Rights Fee actually received by Licensor from Licensee

under this Agreement in the year in which such liability occurs.

14.4 Nothing in this Agreement shall operate to exclude or restrict either party’s liability for

death or personal injury, fraud or deceit or any other liability which may not be excluded or

restricted by applicable law.

15. CONFIDENTIALITY

15.1 Neither party shall disclose (or permit or cause its employees, agents or representatives

to

disclose), Confidential Information disclosed to it (including information disclosed during

audit), to any other person, without the prior written consent of the other party to whom the

duty of confidentiality is owed, except that either party may disclose any such Confidential

Information: (a) if and to the extent required by Law or for the purpose of any judicial

proceedings; (b) if and to the extent required by regulatory or governmental body to which

that party is subject, only to the extent that such requirement has the force of law; (c) to its

professional advisers, auditors and bankers, and its (or its Affiliates') employees, agents or

representatives; (d) if and to the extent the information has come into the public domain

through no fault of that party; and (e) if and to the extent the other party has given prior

written consent to the disclosure.

15.2 (a) In respect of Clause 15.1(a) and (b) above, each party shall promptly inform the

other in writing in the event that it (the “Disclosing Party”) is required to disclose

Confidential Information in such circumstances, and if one of the non-disclosing party seeks

to challenge with the relevant authority such requirement to disclose, the Disclosing Party

shall not disclose such Confidential Information until such challenge is decided unless it is

required to do so by the relevant authority in spite of such challenge being pending. Any

51

Confidential Information disclosed under Clause 15.1(a) and (b) shall be disclosed in a sealed

envelope. (b) In respect of Clause 15.1(c) above, each party shall use best endeavours to

ensure that its professional advisors, auditors and bankers keep confidential any Confidential

Information disclosed to them. 15.3 The restrictions contained in this Clause shall continue to

apply after the termination of this Agreement without limit in time. For the avoidance of

doubt, Licensee shall not make or authorise any announcement concerning this Agreement

save as separately and expressly agreed in writing by the Licensor or as otherwise required by

Law. Either party shall be entitled to any and all remedies available at law or in equity,

including injunctive relief, in the event of any breach of such commitment to confidentiality.

16. COMPLIANCE WITH APPLICABLE LAWS

16.1 All of the terms and conditions of this Agreement, the grant of the Rights and other

rights

to Licensee and the exercise by Licensee of the Media Rights and/or the other rights granted

hereunder, are strictly subject (without reduction of the Licence Fee unless otherwise

provided

in this Agreement) to all applicable laws and to the Parties’ respective compliance therewith

(as applicable and at their own cost). In the event of any conflict or inconsistency between the

provisions of this Agreement and any applicable law, the relevant applicable law shall

prevail,

provided that nothing in this Clause 16.1 shall limit any obligation imposed on either Party

under this Agreement that is more extensive than an obligation imposed that by any

applicable

law, but which does not contravene applicable law.

16.2 Neither Party shall be in breach of this Agreement for any failure to perform any of its

obligations hereunder, or to otherwise observe the provisions hereof, where to do so would be

contrary to, or would place such Party in breach of, any applicable law to which it, or this

Agreement, is subject.

16.3 Licensee shall be responsible for (including bearing any costs associated with) ensuring

that delivery and transmissions of Footage (or any part thereof) and all activities undertaken

in

connection with the exercise of the Media Rights are in full compliance with, and subject to,

all applicable Laws throughout the Territory.

16.4 If Licensee believes that applicable Laws require Licensee not to comply with any of its

52

obligations under the Agreement, Licensee shall provide Licensor at Licensee’s cost with full

information and justification to establish that to Licensor’s satisfaction, including without

limitation the provision of an expert legal opinion from a lawyer with appropriate expertise

and experience as approved by Licensor in advance.

17. NOTICES

Any notice required to be given hereunder shall be sufficiently given to either party if made

in

English in writing and delivered in person (including by hand or via courier) or forwarded by

prepaid post or courier or sent by email, addressed/sent to the intended recipient at its address

or (as applicable) email address set forth below, or to such other address or (as applicable)

email address as the receiving Party may notify to the other at least 10 (ten) days in advance:

For LICENSOR:

Attention:

Address:

Email address

For LICENSEE:

Attention:

Address:

Email address

All notices shall be deemed to have been received when delivered in person or by fax (unless

after 5pm local time, in which case they shall be deemed delivered on the next Working Day)

or on the date on which they would be received in the ordinary course of faxing, emailing or

posting or 5 (five) Working Days after airmail posting.

18. NON-WAIVER

No failure or delay by Licensor or the Licensee in exercising any right power or remedy

under

this Agreement, by law or otherwise, shall operate as a waiver thereof or shall otherwise

affect that right power or remedy, and nor shall single or partial exercise thereof preclude any

subsequent exercise in law in equity or otherwise. The rights, powers and remedies conferred

53

upon the Parties under this Agreement and at law are cumulative and shall not be deemed to

be

exclusive of any other rights, remedies or powers now or subsequently conferred upon them

by law or otherwise.

19. NO PARTNERSHIP

Nothing contained in this Agreement shall be interpreted as constituting a partnership or joint

venture between the parties hereto and neither party hereto shall have authority to bind the

other in any manner whatsoever unless otherwise expressly provided in this Agreement.

20. FORCE MAJEURE

20.1 If either party is totally or partially prevented or delayed in the performance of any of its

obligations (other than, in respect of Licensee, its payment obligations and other obligations

under Clause 7) under this Agreement by a Force Majeure Event (as defined below), it shall

promptly give written notice thereof to the other party specifying the matters constituting the

Force Majeure Event and a best estimate of the likely extent and duration of the Force

Majeure Event. The party so prevented or delayed shall, subject to Clause 20.2 and 20.5, be

excused the performance of the affected obligation as from the date of such notice for so long

as such cause or delay shall continue and shall have no liability to the other party as a result

of its failure to perform or delay in performing the affected obligation, provided that:

(a) such Party shall, throughout the duration of the Force Majeure Event, take all reasonable

steps to mitigate the effect of the Force Majeure Event and bring it to a close;

(b) upon cessation of such Force Majeure Event promptly serve notice in writing on the other

of such cessation and shall resume performance of the affected obligations under this

Agreement; and

(c) the Licensee shall not be released from its obligation to pay the Rights Fees under this

Agreement on the applicable due dates and otherwise in accordance with this Agreement as a

consequence of the Force Majeure Event, subject only to Clause 7.10 above.

20.2 Without prejudice to the generality of the foregoing, Licensor shall be under no liability

whatsoever to Licensee in the event of the non-delivery or non-availability of any Feed or

tape or pictures by way of live broadcast occasioned by a Force Majeure Event.

20.3 (a) Upon service of the notice under Clause 20.1, the Parties shall discuss a solution to

the consequences of the Force Majeure Event.

(b) If after 30 (thirty) days from the date of a notice being given under Clause 20.1 the Force

Majeure Event is still continuing and is in respect of a material obligation under this

Agreement, the Parties shall also discuss potential terms on which to suspend or terminate the

54

Agreement.

(c) Subject to the Parties entering into a written agreement pursuant to the discussions under

Clause 20.3(b):

(i) Licensee shall remain liable to pay the Rights Fee in full on the applicable due dates and

otherwise in accordance with this Agreement and shall not be entitled to any reduction or

refund of the Rights Fee hereunder; and

(ii) the Agreement shall continue in full force and effect and neither Party shall be entitled to

terminate this Agreement by reason of the Force Majeure Event.

20.4 For the purpose of this agreement the term “Force Majeure Event” shall mean Act of

God, revolution, national mourning, strikes, lock-outs or other industrial action, failure or

delay in transit or transmission, satellite failure, failure of any public utility or undertaking,

terrorist

action or threat thereof, civil commotion, invasion, war, threat or preparation for war, fire,

explosion, storm, flood, earthquake, epidemic and any legislation, regulation or ruling of any

government, court or other such competent authority or any other cause affecting the

performance of this Agreement arising from or attributable to acts, events, non-happenings,

omissions or accidents beyond the reasonable control of the party affected.

20.5 The provisions of this Clause shall not excuse, in relation to a Force Majeure Event, the

performance of any obligations under this Agreement which can be performed

notwithstanding the relevant Force Majeure Event and shall not apply to the payment

obligations or other obligations of Licensee under Clause 7 above, save under Clause 7.10

above.

21. INVALIDITY

If at any time any provision of this Agreement becomes invalid, illegal or unenforceable in

any respect under the Laws of any jurisdiction, that circumstance shall, so long as the

commercial purpose of this Agreement is still capable of performance, not in any way affect

or impair the validity, legality or enforceability in that jurisdiction of any other provision of

this Agreement, or the validity, legality or enforceability under the Law of any other

jurisdiction of that or any other provision of this Agreement. If any provision of this

Agreement is so found to be invalid, illegal or unenforceable, but would be valid, legal or

enforceable if some part of the provision were deleted, the provision in question shall apply

with such modifications as may be necessary to make it valid, legal or enforceable.

22. REMEDIES CUMULATIVE

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No remedy conferred by any of the specific provisions of this Agreement is intended to be

exclusive of any other remedy which is otherwise available at law, in equity, by statute or

otherwise, and except as otherwise expressly provided for herein, each and every other

remedy shall be cumulative and shall be in addition to every other remedy given hereunder or

now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or

more of such remedies by any of the parties hereto shall not constitute a waiver by such party

of the right to pursue any other available remedies.

23. COUNTERPARTS

This Agreement may be executed in any number of counterparts and all of such counterparts

taken together shall constitute one and the same instrument.

24. ENTIRE AGREEMENT

24.1 Subject to Clause 24.2 below, this Agreement (and the Regulations), constitutes the

entire

agreement between the parties in relation to the League and supersedes any negotiations or

prior agreements in respect thereof and:

(a) this Agreement clearly expresses the parties’ requirements and intentions in connection

with the matters contemplated hereby;

(b) in entering into this Agreement each party confirms that it has not relied on any

warranties or representations which are not expressly set out in this Agreement; and

24.2 Licensee acknowledges and accepts that Clause 24.1 above shall be without prejudice to

the warranties, representations and undertakings given by it under Clauses 9.4(f), 9.4 (i) and

9.4(j) above, which shall continue to apply to Licensee throughout the duration of this

Agreement with full force and effect.

24.3 Nothing in this Agreement shall seek to exclude any liability for fraudulent

misrepresentation.

24.4 This Agreement may only be varied, amended or modified if such variation, amendment

or modification is made in writing and signed by a duly authorised representative of each

Party in a formal addendum.

24.5 Where this Agreement is signed on different dates then it shall take effect on the later

date.

25. NO RELIANCE

25.1 Subject to Clause 25.2, below:

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(i) no terms, obligations, representations, promises or conditions, oral or written, express or

implied, have been made or relied upon by either party other than those expressly contained

herein; and

(ii) each party irrevocably waives any right it may have to seek a remedy for: (a) any

misrepresentation which has not become a term of this Agreement or (b) any breach of

warranty or undertaking (other than those expressly contained in this Agreement), whether

express or implied, statutory or otherwise, unless such misrepresentation, warranty or

undertaking was made fraudulently.

26. MISCELLANEOUS

26.1 All consents, approvals, notices, directions and/or instructions which are required to be

given or obtained pursuant to this Agreement, and any waiver of any right power or remedy

under this Agreement or at law or otherwise, must, to be valid and effective, be given in

writing. Where consent, approval, authorisation or agreement is required to be received

hereunder, the same must be received in advance.

26.2 The agreements, terms, covenants and conditions herein shall be binding upon, and inure

to the benefit of each of the Parties and their respective successors and assigns in the event

any

assignment is agreed or permitted as hereinabove provided.

26.3 Each Party, at its own cost, agrees to do and execute and perform such further deeds,

documents, assurances, acts and things as may be required to give effect to the terms, intent

and purposes of this Agreement, and transactions contemplated by, this Agreement; and each

Party shall bear its own costs of and incidental to the negotiation, making and fulfilment of

this

Agreement and the transactions contemplated hereby.

26.4 A person who is not a Party to this Agreement shall have no rights hereunder and may

not

enforce any of its terms.

27. GOVERNING LAW

27.1 This Agreement shall be governed by and construed in accordance with []. Subject to

arbitration provided in Clauses 27.2 to 27.6 below, courts in [] shall have exclusive

jurisdiction in relation to any dispute which arises in connection with or in relation to this

Agreement.

27.2 If any dispute arises under this Agreement, such dispute shall be submitted to arbitration

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under [] and conclusively resolved by a single arbitrator appointed by mutual consent or

failing which by such process as is laid down said Act. Both parties shall share equally the

costs, fees and other expenses of the single arbitrator appointed by them in accordance with

[] or any statutory amendment or re-enactment thereof.

27.3 The venue for arbitration shall be [] and the arbitration shall be conducted in the

English language. Parties shall maintain confidentiality in relation to the arbitral proceedings,

documents filed therein and the arbitral award.

27.4 The decision of the arbitrator shall be in writing and shall be final and binding upon the

parties. Each party shall bear its own lawyers’ fees and charges and shall pay one half of the

costs and expenses of such arbitration, subject always to the final award of the arbitrator as to

costs.

27.5 Each of the parties hereby acknowledges and agrees that its failure to participate in

arbitration proceedings in any respect or to comply with any request, order or direction of the

arbitrator, shall not preclude the arbitrator proceeding with such arbitration and/or making a

valid final award.

27.6 Licensor (but not the Licensee) shall have the right to bring an action seeking specific

performance and/or injunction and/or any other equitable relief, both interim and final, before

the competent court and/or Sole Arbitrator appointed in accordance with Clause 27.2 above,

in relation to or arising out of or in connection with this Agreement. It is clarified that by

signing this Agreement, the Licensee hereby waives, abandons and gives up its right to bring

any such action seeking specific performance and/or injunction and/or any other equitable

relief, whether interim or final, before any court and/or Sole Arbitrator appointed in

accordance with Clause 27.2 above to enforce any obligation under the Agreement.

IN WITNESS WHEREOF, the PARTIES HERETO have signed and executed this agreement

the []day, the month of [] and year [] in the presence of the following witnesses.

Signed and delivered for

For and on behalf of LICENSOR

__________________________

Name:

Date:

58

Title:

For and on behalf of LICENSEE

__________________________

Name:

Date:

Title:

59

SCHEDULE 1

TERRITORY AND RIGHTS FEE

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