O'Bannon, Jr. v. National Collegiate Athletic Association et al

Filing 200

Administrative Motion to File Under Seal Confidential Trial Exhibits filed by National Collegiate Athletic Association. (Attachments: #1 Exhibit 400, #2 Exhibit 400, #3 Exhibit 2218, #4 Exhibit 2218, #5 Declaration of Scott Bearby ISO, #6 Declaration of Nathan Rehn ISO, #7 Exhibit A to Rehn Decl., #8 Exhibit B to Rehn Decl., #9 Declaration of Daniel Weinberg ISO, #10 Declaration of Tina Shah ISO, #11 Proposed Order)(Pomerantz, Glenn) (Filed on 6/10/2014) Modified on 6/10/2014 (cpS, COURT STAFF).

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DEPOSITION EXHIBIT ROBINSON BRADSHAW & HINSON ( DIRECT DIM.: 704-377-8364 DIRECT FAX: 704-373-3964 S. GRAHA4 ROBINSOR CFIARL0TrE OFFICE GROBINSON@RBH.COM June 4, 2010 VIA FEDERAL EXPRESS Mr. Scott A. Bearby Managing Director of Legal Affairs & Associate General Counsel NCAA i NCAA Plaza Indianapolis, IN 46206 Phone: 317-917-6913 Re: Multi-Media Agreement between Turner Broadcasting System, Inc., CBS Broadcasting Inc. and The National Collegiate Athletic Association Dear Scott: Enclosed are the following fuily executed, original documents in the above referenced transaction: Multi-Media Agreement, dated as of April 22, 2010; Time Warner Inc. Guaranty, dated as of April 22, 2010; and CBS Corporation Guaranty, dated as of April 22, 2010. If you have any questions, please give me a call. Very truly yours, ROBINS IN : S. Grab . HAW & HJNSON, P.A. binson SGRIsI Enclosures 3005397v1 21173.00011 Attorneys at Law 101 North Tryon Street, Suite 1900, Charlotte, NC 28246 Charlotte Research Triangle Rock Hill www.rbh.com 0400-1 Highly Confidential - Outside Counsel Only NCAAPRODOO292647 MULTI-MEDIA AGREEMENT BETWEEN TURNER BROADCASTING SYSTEM, INC., CBS CBS BROADCASTING INC., e and THE NATIONAL COLLEGIATE ATHLETIC ASSOCIATION Dated as of April 22, 2010 C-1 175940v19 21173.00011 0400-2 Highly Confidential - Outside Counsel Only NCAAPRODOO292648 TABLE OF CONTENTS Page DEFINITIONS I BROADCASTER RIGHTS AND RESTRICTIONS 7 Live Window Re-Airs Highlights Special Rights after the Live Window Archival Rights Sublicenses International Distribution DVDs and Downloads Data Distribution Rights Additional Clarifications NCAARuIes Consultation 7 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 NCAA RIGHTS AND RESTRICTIONS 3.1 3.2 3.3 3.4 3.5 Retained Rights and Clarification Distribution after the Live Window Data Rights Championships License/Sublicense CONSIDERATION 4.1 4.2 4.3 4.4 5.2 5.3 5.4 5.5 5.6 Rights Fees Payments Guaranty Other Championships 6.2 6.3 6.4 9 10 10 11 11 Il 12 12 13 13 13 13 14 14 14 14 14 14 15 Obligations Schedule Start Times Permitted Networks Internet Distribution Expansion 15 15 15 15 17 17 17 GENERAL TELECAST OBLIGATIONS 6.1 8 14 DIVISION I MEN'S BASKETBALL CHAMPIONSHIP 5.1 8 General; Production Enhancements Format of Programs Personnel Quality 18 18 18 19 19 i C-1 175940v19 21 173.00011 0400-3 Highly Confidential - Outside Counsel Only NCAAPRODOO292649 TABLE OF CONTENTS (continued) Page 6.5 7. ADDITIONAL BROADCASTER OBLIGATIONS 7.1 7.2 7.3 7.4 7.5 7.6 8. Nature of Permitted Networks News Access Guidelines Ratings, Research and Audience Profiles Other Programming Available Air Time Insurance PRODUCTION AND FACILITIES 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 8.9 8.10 9. Telecast Thresholds mid Requirements 20 20 20 20 21 21 22 23 23 Administration of Games Production Facilities Electrical Power; Equipment Cabling; Access Uplink Signage Blocked Seats Fee4s and Delivery Timeout Coordinator Corporate Partners and Official Suppliers/Providers 23 23 23 24 24 24 25 25 26 26 COMMERCIAL MAlTER AND PROMOTION 26 Advertising Commercial Format Advertising Restrictions In-Game Advertising; Virtual Advertising Promotional Inventory 26 26 26 27 28 9.1 9.2 9.3 9.4 9.5 CORPORATE PARTNER PROGRAM 29 Appointment Restrictions Corporate Partner Agreements Quality; Cooperation Fan Festival Payments Insurance Local Sponsorships Local Contributors Ticket and Hospitality Packages 10.10 NFUSA Rights 10.11 Opportunities Afforded by Other NCAA Rights Holders 10. 29 30 30 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 31 32 32 32 33 33 33 33 ii C-I 1940121173.0001 I 0400-4 Highly Confidential - Outside Counsel Only NCAAPRODOO29265O TABLE OF CONTENTS (continued) Page PRIOR NEGOTIATION RIGHT 33 NAME AND LIKENESS 33 12.1 12.2 Coverage in Live Window No Authorization 33 34 COPYRIGHT 13.1. 13.2 13.3 13.4 13.5 13.6 13.7 34 License During Live Window Ownership of Copyright/Assignment To the NCAA Broadcaster License After Live Window Certain Programming Use Restrictions Copyright Royalty Boards Notices TRADEMARKS 14.1 14.2 14.3 14.4 14.5 15.2 15.3 15.4 15.5 License of NCAA Marks Composite Logo Marks of NCAA Institutions Infringement Restrictions 16.2 16.3 16.4 16.5 36 36 36 37 37 37 37 38 Effect of Force Majeure Cancellation Preemption Rescheduling No Waiver or Damages 38 38 38 39 39 OTHER OBLIGATIONS 16.1 35 35 35 36 FORCE MAJEURE 15.1 34 34 39 Meetings Tickets and Hotel Access DigitaiPlatform Human Rights and Labor Standards Tax Issues and Review Contingency WARRANTIES 39 40 40 41 41 42 17.1 ByNCAA 42 17.2 By Broadcaster 42 111 C-1175940192] 173.00011 0400-5 Highly Confidential NCAAPRODOO292651 Outside Counsel Only TABLE OF CONTENTS (continued) Page INDEMNIFICATION 42 18.1 BytheNCAA 18.2 18.3 By the Broadcaster Procedure 42 43 43 TERMINATION AND REMEDIES FOR BREACH 19.1 19.2 19.3 19.4 43 By NCAA (for breach) By the Broadcaster (for breach) NCAA Remedies for Breach/Joint and Several Liability Exclusions 43 43 44 44 PROGRAM MATTER; SECTION 507 OF THE COMMUNICATIONS ACT 44 GENERAL TERMS 44 21.1 21.2 21.3 21.4 21.5 21.6 21.7 21.8 21.9 Notices Governing Law and Dispute Resolution Construction No Agency Counterparts/Integration Terminology Time of Essence Waiver of Subrogation Binding Effect 21.10 Severability 21.11 Waiver of Compliance; Consents 21.12 Construction 21.13 Assignment 21.14 Public Announcement 21.15 Survival 21.16 Approval of Format Change 44 45 45 46 46 46 46 46 46 46 47 47 47 47 47 47 iv C-1 175940v19 21173.00011 0400-6 Highly Confidential - Outside Counsel Only NCAAPRODOO292652 EXHIBITS Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J - - NCAA Marks NCAA Royalties Production Facilities Commercial Formats NCAA's Advertising and Promotional Standards Copyright Assignment Forms Mark Usage Guidelines Human Rights and Labor Standards Turner Parent Guaranty CBS Parent Guaranty -VC-J 175940v19 21173.00011 0400-7 Highly Confidential - Outside Counsel Only NCAAPRODOO292653 MULTI-MEDIA AGREEMENT THIS MULTI-MEDIA AGREEMENT (the "Agreement") is entered into as of April 22, 2010 by and between Turner Broadcasting System, Inc., a Georgia corporation ("Turner"), CBS Broadcasting Inc., a New York corporation ("CBS"), and The National Collegiate Athletic Association, an unincorporated association ("NCAA"). WHEREAS, the NCAA owns the right to license the Distribution of NCAA Division I Men's Basketball Championship events as described more fully herein, and seeks to provide broad exposure simultaneously across multiple networks and platforms for its athletics programs and contests in order to further and fulfill its educational purposes, core purposes and core values; and WHEREAS, the NCAA desires to maximize the revenues achieved from the licensing of such intellectual property rights, which revenues shall be used to further the educational purposes, core purposes and core values of its member institutions and conferences; and WHEREAS, the Broadcaster desires to purchase a license to produce and broadly Distribute, or cause the broad Distribution of, presentations of NCAA Division I Men's Basketball Championship events, and the NCAA desires to license such rights to the Broadcaster on the terms set forth below; and NOW, THEREFORE, for and in consideration of the foregoing, the covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, and intending to be legally bound hereby, the Parties hereby agree as follows: 1. DEFINITIONS. As used herein, the following capitalized terms shall have the meanings specified below: "Affiliate": With respect to any entity, each of the entities that directly or indirectly controls, is controlled by or is under common control with, such entity. For purposes of this definition only, "control" means the right to appoint a majority of the controlled entity' s directors or managers, or ownership of more than twenty percent (20%) of the voting share equity of the controlled entity, provided that such appointment, powers or ownership, alone or in combination, affords the power to direct or cause the direction of management and policies of such entity. "Annual Meeting": shall have the meaning given to it in Section 16.1(a). (e) "Basketball Chanpionship": The Division I Men's Basketball Championship of the NCAA, which is the Division I Men's Basketball tournament that determines the National Champion of Division I Men's Basketball, consisting of a single elimination tournament composed of 68 NCAA Division I Institutions teams, generally including conference automatic qualifiers and the best additional teams as determined and selected by the NCAA, subject to expansion as set forth in Section 5.6. C-I 175940v19 21173.000!! 0400-8 Highly Confidential - Outside Counsel Only NCAAPRODOO292654 "Broadcaster Marks" "Broadcast Network": ( "Broadcaster": "Broadcaster Multi-Sport Package": "Broadcaster Platform": ( "CBS": 2 C-1179401921 173.00011 0400-9 Highly Confidential - Outside Counsel Only NCAAPRODOO292655 "CBS Network": "CBS Parent": (1) "Commercially Reasonable Efforts": "Contract Year": "Corporate Partner": "Corporate Partner Agreement": "Coverage": "Data": A "Digital Platform": "Distribute": "DMA": A "DVD": 3 C-1 175940v19 21173.00011 0400-10 Highly Confidential - Outside Counsel Only NCAAPRODOO292656 (y) "Force Majeure Event": "Full Game": "Game": "Highlights": "International Broadcast": (aa) "International DMA Spillover": (bb) "Internet" (cc) "Live Window": (dd) "National": (ee) "National Champion": (ff) "National Final": (gg) "National Semifinals": 4 C-1175940v19 21173.00011 0400-11 Highly Confidential - Outside Counsel Only NCAAPRODOO292657 (hh) "NCAA": (ii) "NCAA Approval": T (jj) "NCAA Championship": (kk) "NCAA Corporate Partner Program": (11) "NCAA Corporate Partner Program Guidelines": (rnrñ) "NCAA Institution": A (un) "NCAA Marks": (oo) "NCAA Rules": (pp) "NCAA Web Sites": (qq) "News Access Guidelines": (n) "News Access Window": (ss) "Nielsen Ratings Window": 5 C-I 17594021173.00011 0400-12 Highly Confidential - Outside Counsel Only NCAAPRODOO292658 (tt) "Non-Game Elements": (uu) "Non-Standard Television": (vv) "Opening Round": (ww) "Parties": (xx) "Permitted Networks": A (yy) "Person": (zz) "Program": (aaa) "Re-Air": (bbb) "Stations": 6 C-! !75940v19 21173.00011 0400-13 Highly Confidential - Outside Counsel Only NCAAPRODOO292659 (ccc) "Talent": (ddd) "Telecast": (eee) "Term": (iff) "Territory": (ggg) "Third-Party Materials": (hith) "Turner": (iii) "Turner Networks": (jjj) "Turner Parent": . (kkk) "U.S. DMA Spillover": 2. BROADCASTER RIGHTS AND RESTRICTIONS. 7 C-1 175940v19 21173.00011 0400-14 Highly Confidential - Outside Counsel Only NCAAPRODOO29266O 8 C-1 175940v19 2117300011 0400-15 Highly Confidential - Outside Counsel Only NCAAPRODOO292661 9 C-1 175940v19 21173.00011 0400-16 Highly Confidential - Outside Counsel Only NCAAPRODOO292662 lo C-1 175940v19 21173.00011 0400-17 Highly Confidential - Outside Counsel Only NCAAPRODOO292663 11 C-] 175940v19 21173.00011 0400-18 Highly Confidential - Outside Counsel Only NCAAPRODOO292664 2.10 Additional Clarifications. Merchandise and Designations. Photographs. (e) Fan Festivals/Activities. Other NCAA Championships. Simulations. NCAA Rules. Notwithstanding anything herein to the contrary, the Broadcaster agrees to strictly adhere to and comply with, and to cause all of its clients, advertisers, licensees, parent, affiliates, subsidiaries, advertisinglpromotional agencies, staff and any sublicensees or other Persons with which it enters into any agreement as permitted hereunder, to strictly adhere to and comply with the NCAA Rules, which may be amended from time to time by the NCAA in its sole discretion; provided that the NCAA will not amend the NCAA Rules (i) primarily for the purpose of materially reducing or impairing the Broadcaster's rights hereunder (although it may make amendments that have such an impact as long as the underlying reason was to further its core purposes or core values), or (ii) in any of the following ways, to the extent that such amendment causes a material adverse effect on Broadcaster: (A) a reduction in the number of Games played during each Basketball Championship; (B) the removal of the single elimination nature of the Basketball Championship; (C) a reduction in the amount of commercial inventory available to the Broadcaster as set forth in Exhibit D; (D) a change in the customary schedule of the Basketball Championship that results in the Basketball Championship commencing before March 1 or the National Final being conducted after the first Monday in April; (E) the creation of another postseason Division I men's basketball tournament that materially diminishes the status 2.11 12 C-1 175940v19 21173.00011 0400-19 Highly Confidential - Outside Counsel Only NCAAPRODOO292665 of the Basketball Championship; (F) the elimination or material reduction in the scope of the grant of rights to use the NCAA Marks as provided in Section 14 hereunder; (G) the grant of rights by the NCAA to another Person that violates or eliminates the limited exclusivity granted to the Broadcaster under Section 2 or (H) the elimination of the right of the NCAA to license the Distribution rights hereunder. The NCAA agrees that any amendments or modifications of the NCAA Rules shall be made in a non-discriminatory manner. The Broadcaster shall take no action that results in a student athlete or an NCAA Institution being in violation of any NCAA Rule. A copy of the current NCAA bylaws is available on one or more of the NCAA Web sites. The NCAA will provide copies of any other NCAA Rules to the Broadcaster upon request. 2.12 Consultation. 3. NCAA RIGHTS AND RESTRICTIONS. 13 C-II 75940v19 21173.00011 0400-20 Highly Confidential - Outside Counsel Only NCAAPRODOO292666 4. CONSIDERATION. 14 C.1175940v19 21173.00011 0400-21 Highly Confidential - Outside Counsel Only NCAAPRODOO292667 5. DIVISION I MEN'S BASKETBALL CHAMPIONSHIP. 15 C-1 175940v19 21173.0001! 0400-22 Highly Confidential - Outside Counsel Only NCAAPRODOO292668 16 C-1 175940v19 21173.00011 0400-23 Highly Confidential - Outside Counsel Only NCAAPRODOO292669 17 C-115940121 173.00011 0400-24 Highly Confidential - Outside Counsel Only NCAAPRODOO29267O 6. GENERAL TELECAST OBLIGATIONS. 18 C-1 175940v19 21173.00011 0400-25 Highly Confidential - Outside Counsel Only NCAAPRODOO292671 19 C-1 175940v19 21173.00011 0400-26 Highly Confidential - Outside Counsel Only NCAAPRODOO292672 7. ADDITIONAL BROADCASTEROBLIGATIONS. 20 C-1 175940v19 2117300011 0400-27 Highly Confidential - Outside Counsel Only NCAAPRODOO292673 21 C-I 175940v19 2! 173.00011 0400-28 Highly Confidential - Outside Counsel Only NCAAPRODOO292674 22 C-1 175940v19 21173.00011 0400-29 Highly Confidential - Outside Counsel Only NCAAPRODOO292675 8. PRODUCTION AND FACILITIES. 23 C-117594092117300011 0400-30 Highly Confidential - Outside Counsel Only NCAAPRODOO292676 24 C-1 175940v19 2117300011 0400-31 Highly Confidential - Outside Counsel Only NCAAPRODOO292677 175940v19 21173.00011 0400-32 Highly Confidential - Outside Counsel Only NCAAPRODOO292678 9. COMMERCIAL MATTER AND PROMOTION. 26 C-117594092117300011 0400-33 Highty Confidential - Outside Counsel Only NCAAPRODOO292679 27 C-117594092117300011 0400-34 Highly Confidential - Outside Counsel Only NCAAPRODOO29268O 28 C-I 17594021173.00011 / 0400-35 Highly Confidential - Outside Counsel Only NCAAPRODOO292681 10. CORPORATE PARTNER PROGRAM. 29 C-fl7594Ov192 17300011 0400-36 Highly Confidential - Outside Counsel Only NCAAPRODOO292682 30 C-1 175940v19 21173.00011 0400-37 Highly Confidential - Outside Counsel Only NCAAPRODOO292683 31 C-I 14021173.00011 0400-38 Highly Confidential - Outside Counsel Only NCAAPRODOO292684 32 C-1 175940v1921 173.00011 0400-39 Highly Confidential - Outside Counsel Only NCAAPRODOO292685 providing the local sponsor with limited rights to associate itself with a specific NCAA Championship or multiple NCAA Championships conducted either together (e.g. Division II and Division III women's lacrosse) or in the same city (e.g. as part of the NCAA Championship City Program). The local sponsor shall (i) not receive the status of an NCAA Corporate Partner in connection with any such sponsorship package; and (ii) have a physical business presence in the geographic region where the NCAA Championship is being conducted. 10.8 Local Contributors. The NCAA retains and reserves the right to, on its own or through any Person designated to serve as a local organizing committee or host of such NCAA Championship, solicit businesses and other donors for funds, goods or services in connection with any NCAA Championships (including the Basketball Championship), provided that the NCAA or local organizing committee or host shall not authorize any such local sponsor to use the NCAA Marks or reference the applicable NCAA Championship in advertising or promotions. 10.9 Ticket and Hospitality Packages. For the avoidance of doubt, nothing in this Section 10 shall be deemed to restrict the NCAA from selling, or authorizing any other Person to sell, tickets and/or hospitality packages to any NCAA Championship, provided that such packages may not include any NCAA sponsorship rights. 10.10 NFUSA Rights. The NCAA consents for the Broadcaster to package NFUSA Corporate Sponsorships with NCAA Corporate Partner rights in the event that the Broadcaster consummates a deal with NFUSA. 10.11 Opportunities Afforded by Other NCAA Rights Holders. The NCAA shall use Commercially Reasonable Efforts to provide NCAA Corporate Partners with access to NCAA Licensed Merchandise and NCAA Championship day-of-game publications. PRIOR NEGOTIATION RIGHT. NAME AND LIKENESS. 12.1 Coverage in Live Window. The NCAA represents and warrants that the recording and capturing of the Game and Distributing the actual video of the live action as a Full 33 C-1I7594OvJ92J 173.00011 0400-40 Highly Confidential - Outside Counsel Only NCAAPRODOO292686 Game, or a Re-Air of substantially the entire Game, does not violate any statutory or common law rights of privacy or publicity of the individual participants and coaches in such Game, or any other rights of such individuals. 12.2 No Authorization. The NCAA does not have the right to authorize the use of Coverage, other video, photographs, or other images or depictions of individual participants and coaches in a particular Game in any manner that violates any statutory or common law rights of privacy or publicity of such individuals, or any other rights of such individuals. Accordingly, the Broadcaster (i) is not authorized by this Agreement to use such Coverage, video, photographs, or other images or depictions in any manner that violates any statutory or common law rights of privacy or publicity of such individuals, or any other rights of such individuals, and (ii) the Broadcaster affirmatively agrees not to use such Coverage, video, photographs, or other images or depictions in any manner that violates any statutory or common law rights of privacy or publicity of such individuals, or any other rights of such individuals; provided, however, for clarification, the recording and capturing of video of the Game and Distributing such video as contemplated by Section 12.1 shall not be deemed to be or regarded as a violation of this Section 12.2 by the Broadcaster. Without limiting the foregoing, such logos, names and likenesses must not be used by the Broadcaster as an endorsement of any product or service or in connection with any political cause or candidate. 13. COPYRIGHT. 13.1 License During Live Window. Ownership of Copyright/Assignment To the NCAA. Effective immediately upon 13.2 the conclusion of the Live Window for each Game, the NCAA shall be the exclusive owner worldwide of all copyrights and, subject only to the license granted the Broadcaster in this Agreement, all rights of copyright in and to all Coverage of each Game played during the Term (other than Third Party Materials). For purposes of this Section 13 only, Coverage includes any Non-Game Elements containing any award presentations or ceremonies following each such Game (and for the avoidance of doubt, excludes all other Non-Game Elements, the rights to which shall be owned by Broadcaster as provided below). Therefore, except as set forth in Section 13.4, the Broadcaster hereby irrevocably assigns to the NCAA all of the Broadcaster's copyrights and all of the Broadcaster's rights of copyright in and to the Coverage (other than Third Party Materials), effective immediately as of the conclusion of the applicable Game, on the terms and conditions set forth in Exhibit F. For the avoidance of doubt, as between the NCAA and the Broadcaster, the Broadcaster shall retain the copyright to any programming that it produces under Section 7.4 or Section 7.5 (excluding any Coverage contained therein to which 34 C-1 175940v19 21173.00011 0400-41 Highly Confidential - Outside Counsel Only NCAAPRODOO292687 the copyright is being transferred to the NCAA hereunder), and the NCAA shall retain the copyright to any programming that it produces under Section 7.5. The Broadcaster agrees that the Broadcaster and its employees, agents, contractors and Affiliates shall take or cause to be taken any and all actions reasonably deemed appropriate by the NCAA (including but not limited to execution of a separate assignment of copyright in the form set forth as Exhibit F upon request of the NCAA) in furtherance of such assignment. Such assignment shall be deemed valid and effective whether documented by execution of Exhibit F or not. The Broadcaster agrees promptly to execute and deliver all further instruments and documents that may be necessary or that the NCAA may reasonably request in order for the NCAA to record the assignment of the copyrights to the Coverage and to secure copyright registrations in such Coverage. Without limiting the foregoing, the NCAA may, in its discretion, take or cause to be taken any actions to evidence, establish, protect and maintain, the NCAA's copyrights in the Games. As reasonably requested by the Broadcaster to facilitate the Broadcaster's prosecution of claims for copyright infringement of the copytight during the Live Window, the NCAA shall submit a copyright registration to the Unìted States Copyright Office for the Coverage of such Game to the extent of the NCAA's ownership of such copyright. 35 C-!175940v19 21173.00011 0400-42 Highly Confidential - Outside Counsel Only NCAAPRODOO292688 14. TRADEMARKS. 36 C-1 175940v19 2! 173.00011 0400-43 Highly Confidential - Outside Counsel Only NCAAPRODOO292689 37 C-1 175940v19 21173.00011 0400-44 Highly Confidential - Outside Counsel Only NCAAPRODOO29269O 15. FORCE MAJEURE. 38 C-1175940v19 21173.00011 0400-45 Highly Confidential - Outside Counsel Only NCAAPRODOO29269I 16. OTHER OBLIGATIONS. 39 C-1175940v19 21173.0001! 0400-46 Highly Confidential - Outside Counsel Only NCAAPRODOO292692 40 C-I 194021173.00011 0400-47 High'y Confidential - Outside Counsel Only NCAAPRODOO292693 41 C-1 175940v19 21173.00011 0400-48 Highly Confidential - Outside Counsel Only NCAAPRODOO292694 WARRANTIES. INDEMNIFICATION. 42 C-1 !75940v19 21173.00011 0400-49 Highly Confidential - Outside Counsel Only NCAAPRODOO292695 19. TERMINATION AND REMEDIES FOR BREACH. 43 C-1 175940v19 21173.00011 0400-50 Highly Confidential - Outside Counsel Only NCAAPRODOO292696 PROGRAM MATTER; SECTION 507 OF THE COMMUNICATIONS ACT. GENERAL TERMS. 44 C-1 175940v19 21173.00011 0400-51 Highly Confidential - Outside Counsel Only NCAAPRODOO292697 45 C-I 175940v19 21173.0001! 0400-52 Highly Confidential - Outside Counsel Only NCAAPRODOO292698 46 C-I I75940v19 21173.00011 0400-53 Highly Confidential - Outside Counsel Only NCAAPRODOO292699 47 C-I !75940v19 21173.00011 0400-54 Highly Confidential - Outside Counsel Only NCAAPRODOO292700 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. TURNER BROADCASTING SYSTEM, INC. By: Name: T11 Ib Title: CBS BROADCASTING INC. By: Name: Title: THE NATIONAL COLLEGIATE ATHLETIC ASSOCIATION By: Name: Title: Signature Page to Ijulti-Media Agreement 0400-55 Highly Confidential - Outside Counsel Only NCAAPRODOO2927O1 IN WITNESS WIIIREOF, the Parties hereto have executed this Agreement as of the date first ab&,'e writt en. TURNER BROADCASflNG SYSTEM, INC. By: Name: Title: CBS BROADCASTING INC. By: Name: Title: S-'--' Icfr9f4..ç.,J ,l/- rcc--, (c THE NATIONAL COLLEGIATE ATHLETIC ASSOCIATiON By: Name: Title: Stgnaíure Page fo Mulil-/yfedlo Agreemv7f 0400-56 Highly Confidential - Outside Counsel Only NCAAPRODOO2927O2 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. TURNER BROADCASTING SYSTEM, iNC. By: Name; Title: CBS BROADCASTING INC. By: Name: Title: THE NATIONAL COLLEGIATE ATHLETIC ASSOCIATION By: Name: Title: Signaun'« Page lo M,,Iif-A1gdla Agi Cowan! 0400-57 Highly Confidential - Outside Counsel Only NCAAPRODOO2927O3 Exhibit A NCAA Marks NCAA TRADEMARKS (April 17, 2010) And Then There Were Four® College Cup® to - Division I men's and women's soccer only (2) College World Series® - Division I baseball only CWSTM - Division I baseball only Eight at the Plate® - Division I baseball only Elite Eight® Elite S® F4TM - Division I men's or women's basketball only Final 4® - Division I men's or women's basketball only Final Four Friday® - Division I men's or women's basketball only Final Four® - Division I men's or women's basketball only Frozen Four® - Division I men's and women's ice hockey only JJ Jumper® - Collegiate basketball only (1) March Madness® - Division I men's or women' s basketball only Men's College Cup® - Division I men's soccer only Men's Elite Eight® Men's Final 4TM - Division I men's basketball only Men's Final FourTM - Division I men's basketball only Men's Frozen Four® - Division I men's ice hockey only National Collegiate Athletic Association® National Collegiate Championships® NCAA Basketball® NCAA College Cup® - Division I men's and women's soccer only NCAA Sweet I 6® - Collegiate basketball only NCAA Sweet Sixteen® - Collegiate basketball only NCAA Championships® NCAA® Road to the Final Four® Selection SundayTM Stagg Bowl® - Division III football only The Big Dance® - Division I basketball only The Final Four® - Division J men's or women's basketball only The Greatest Show on Dirt® - Division I baseball only The Road Ends Here The Road to AtlantaTM The Road to CaryTM The Road to Cleveland The Road to DetroitrM The Road to Indianapolis® The Road to MinneapolisTM A1 C-1 175940v19 21173.0001 I 0400-58 Highly Confidential - Outside Counsel Only NCAAPRODOO2927O4 The Road to New OrleanslM The Road to Omaha® The Road to San AntonioTM The Road to San DiegoTM The Road to St. LOUÌSTM The Road to the Final Four® Women's College Cup® - Division I women's soccer only (2) Women's College World Series® - Division I women's softball only Women' s Elite Eight® Women's Final 4® - Division I women's basketball only Women's Final Four ® -- Division I women's basketball only Women's Frozen Four® -- Division I women's ice hockey only March Madness and related marks: March Madness Athletic Association LLC, an NCAA limited liability company, owns the registration to March Madness and Midnight Madness. The NCAA is the exclusive licensee of the marks in connection with the NCAA Division I Men' s Basketball Championship and the Division I Women' s Basketball Championship. College World Series and Women's College World Series: The NCAA is the exclusive licensee of these marks, registered by Major League Baseball, in connection with the NCAA Division I Men's Baseball Championship and the Division I Women's Softball Championship. A-2 C-117594092117300011 0400-59 Highly Confidential - Outside Counsel Only NCAAPRODOO2927O5 Exhibit B 0400-60 Exhibit C c-1 C-1 175940v19 21173.00011 0400-61 Highly Confidential - Outside Counsel Only NCAAPRODOO2927O7 Exhibit D D-1 C-1 175940y19 21173.00011 0400-62 Highly Confidential - Outside Counsel Only NCAAPRODOO2927OB Exhibit E NCAA's Advertising and Promotional Guidelines October 17, 2005 (Update i - November 2006) (Update 2 - April 2010) Introduction The NCAA's advertising and promotional standards are designed to encourage those advertisements and advertisers that support the NCAA's ideals and exclude those advertisements and advertisers (and others who wish to associate with NCAA activities) that do not appear to be in the best interests of higher education and student-athletes. Advertisements, advertisers and others associated with NCAA events (e.g., entities participating in NCAA championship fan fests) should be generally supportive of the NCAA's values and attributes, and/or not be in conflict with the NCAA's mission and fundamental principles. In formulating these advertising and promotional standards, the NCAA reviewed the broadcast practices and standards documents of its primary television partners (i.e., the CBS Television Network Advertising Guidelines and the ESPN Domestic Commercial Guidelines). In some cases, the NCAA adopted specific standards from these guidelines. Overall, the NCAA recognizes that these network guidelines help to maintain and assure a standard of appropriate advertising on NCAA championship telecasts. The NCAA will work with each of its business partners (including CBS, Turner and ESPN) in reviewing in advance advertisements (e.g., those that might be viewed as demeaning or in poor taste) or other questionable associations with the NCAA prior to the NCAA rendering a decision as to how these standards should apply in any given situation. The NCAA reserves the right to exercise flexibility as circumstances warrant. Principles The NCAA strives to be associated with entities and messages that: Promote the NCAA's attributes: Learning, Balance; Character, Spirit/Passion, Community, and Fair Play. Champion the STUDENT-athlete, reflecting the integration and balance that studentathletes achieve every day between academics and athletics. Support diversity, gender equity, nondiscrimination, physical fitness, healthy behaviors, youth development, sportsmanship, ethical conduct, academic standards, student-athlete welfare and amateurism. Enhance the overall value of higher education. E-J C-1 115940v) 921173.00011 0400-63 Highly Confidential - Outside Counsel Only NCAAPRODOO2927O9 Project and enhance a consistent brand image and consistent public relations messages for the NCAA. Do not violate the fundamental principles and specific guidelines contained in this document. Understanding the realities and challenges that commercial entities face in attempting to reach these objectives, the NCAA believes, at a minimum, that advertisements, advertisers and others who wish to be associated with NCAA events should not: Cause harm to student-athlete health, safety and welfare. Bring discredit to the purposes, values or principles of the NCAA. Negatively impact the best interests of intercollegiate athletics or higher education. The NCAA reserves the right to disapprove any advertiser, advertisement or other association with the NCAA or its activities that in the NCAA's sole judgment violates the principles outlined above, which may be modified from time to time as part of the NCAA membership's continual review of Association policies and procedures. Specific Examples The items below are intended to provide specific examples of topics and entities that are, and are not, permitted to be associated with the NCAA or its events (marked below as Permissible or Impermissible, respectively). These examples are not meant to be exhaustive but instead were chosen to illustrate the application of the NCAA's principles outlined above. Over the years, NCAA business partners have questioned these topics and entities, and as a result, these examples are intended to address the most likely questions. For specific items or areas not listed below, the principles outlined above will govern. In any situation in which there is any doubt about appropriateness or adherence to the standards contained herein, the NCAA, after gathering input from the involved parties, shall review the situation on a case-by-case basis to determine, in its sole discretion, approval or disapproval. All questions about items or areas not listed should be directed to the NCAA' s managing director of strategic activation. [NOTE: Certain words are boldfaced below only to aid in locating specific items.] Health Related Products Hygiene-related products. P Educational messages about the dangers of sexually transmitted diseases if done in a respectful manner. P Health-related topics or advertising, provided (1) such items are beneficial to one's physical or mental health and (2) all health-related and technical claims are supported by clinical or scientific evidence. P Federally approved prescription drugs. IP E-2 C-1 l75940y19 21173.00011 0400-64 Highly Confidential - Outside Counsel Only NCAAPRODOO2927IO Sexual enhancement drugs (e.g., ED drugs) that are federally approved, if no explicit descriptions of sexual side effects are used. P [NOTE: Television and radio ads containing such explicit language may be broadcast after 10 p.m. Eastern time.] NCAA-banned substances* (e.g., stimulants, anabolic steroids, marijuana) and impermissible Nutritional Supplements that NCAA member institutions may not provide to student-athletes (e.g., creatine, amino acids, ginseng)]. I (*Note: The list of NCAA-banned drug classes with examples substances is available at http://wwwl.ncaa.org/membership/ed outreach/healthsafety/drug testing/banned drug classes.pdf) Individuals, Agencies and Organizations Most cause-related organizations or events (e.g., National Alliance of Breast Cancer Organizations) unless the cause endorses a controversial or unacceptable viewpoint. P Professional advertising (e.g., dentists, doctors, lawyers). P Governmental agencies. P Individuals, organizations or associations organized as a recognized not for profit, unless (1) the ad or association endorses a political candidate or party, or (2) the ad or association advocates a viewpoint on controversial issues of public importance. [Subitems (1) and (2) do not apply to television and radio advertising inasmuch as Federal rules/laws and networks' broadcast practices and standards take precedence in regard to political ads and controversial topics, respectively.] P Nightclubs, pooi halls and other establishments that include adult entertainment, gambling and the like. I Public personalities whose personas/images are inappropriate for NCAA audiences (e.g., those who promote hatred, misogyny or discrimination in their art). I Advocacy of viewpoints on controversial issues of public importance (e.g., religious beliefs, political beliefs). I Sports Issues Professional athletes or others connected with professional athletics, provided there are no explicit promotional references to professional teams, leagues or events. P [Note: This standard does not apply to a broadcast entity's tune-ins or promos for its upcoming programming that involves a professional team/event.] Sports camps/clinics (both private as well as those affiliated with a university), provided no recruiting service is promoted. P Sports wagering. I Organizations or companies primarily involved in gambling or gaming business activities (e.g., publications, Web sites, products, services). This includes casinos, horse/dog racing tracks, off-track betting and state-run lotteries. I E-3 C-1 175940v 19 21173.00011 0400-65 Highly Confidential - Outside Counsel Only NCAAPRODOO29271 i Names, pictures or likenesses of currently eligible NCAA student-athletes, unless specifically. authorized by the NCAA and appropriate releases have been obtained. I Athletics recruiting services. I Children/Youth Protection Child-directed topics or advertising, with the understanding that all applicable laws are met. P Firearms, ammunition, and other weapon-related items. I Gratuitous violence of any kind, including ads depicting reckless, disorderly or destructive fan behavior. I Material that is defamatory, obscene, profane, vulgar or otherwise considered socially unacceptable or offensive to the general public. I Overt and demeaning portrayal of males and/or females as sexual objects. I Depiction of any student-athlete subgroup in a degrading, demeaning or disrespectful manner. I Promotions for motion pictures, television programming or interactive games that are rated "NC- 17 (formerly "X") or their television/interactive game equivalents. I Alcohol and Tobacco Anti-smoking, anti-drinking or anti-tobacco activities or items. P Malt beverages, beer and wine products that do not exceed six percent alcohol by volume, provided: such advertisements do not compose more than 14 percent of the space in the NCAA publication (e.g., game program) devoted to advertising or not more than 60 seconds per hour of any NCAA championship programming, such advertisements or advertisers incorporate "Drink Responsibly" educational messaging *, and the content of all such advertisements is respectful (e.g., free of gratuitous and overly suggestive sexual innuendo, no displays of disorderly, reckless or destructive behavior) as determined by the NCAA on a case-by-case basis. P * (1) For television and radio, there is flexibility as to how the advertisement or advertiser can provide the "Drink Responsibly" messaging. The NCAA will review and determine on a case-by-case basis what is considered an adequate level of such messaging, which should be commensurate with the following general standard: a voiceover and/or super (on-screen text) of at least 3 seconds in a 30-second commercial; or a minimum of 5 seconds in a 60-second commercial). (2) For radio, consist of a voice-over for a minimum of 3 seconds for a 30-second commercial or 5 seconds for a 60-second commercial. (3) For print or Internet, acceptable "Drink Responsibly" messaging, at a minimum, must consist of text and/or graphics so as to make the tag easily legible in E-4 C-1175940v!9 21173.0001! 0400-66 Highly Confidential - Outside Counsel Only NCAAPRODOO292712 relation to other text in the ad. [It is recommended that all proposed tags be submitted for NCAA review in each case, regardless of TV, radio, print or Internet.] Alcoholic beverages (except as specified above). I Companies primarily involved in the manufacture or sale of tobacco or tobacco-related products/services. I Legal/Technical False, unsubstantiated or unwarranted claims for any product or service, or any unauthenticated testimonials. I Ambiguous, misleading or deceptive statements. I Terms or implications that the NCAA, its member institutions/conferences, or the faculties, employees or students of such member institutions/conferences recommend, endorse or certify any product or service, or are employed or engaged by the commercial entity. I Any act or anything contradicting or in any way impairing or tending to impair the NCAA's exclusive right, title and interest in and to NCAA Marks. I Infringements or violations of any law, agreement or other rights of any kind whatsoever, of any person or entity including, without limitation, rights affecting copyright, patent, trademark, unfair competition, contract, defamation, privacy and/or publicity. I Attacks or other disparagements of the NCAA or its members. I Unless proper authorization exists, NCAA marks and logos (e.g., March Madness, Big Dance, Final Four, the names of NCAA championships) and NCAA championship brackets, including ambush marketing that impairs NCAA rights and goodwill through an improper association. I [NOTE: NCAA marks available for use by authorized entities, with prior approval, can be found at http://wwwl .ncaa.org/eprise/mainlPublic/CBAlTrademarks.html] For championship game programs ads, any products or services that are competitive with those product/service categories of NCAA corporate champions (i.e., currently, Coca-Cola, General Motors/Pontiac and Cingular). I Process The NCAA president shall have the authority to rule in cases where doubt exists concerning acceptable advertisers and/or advertisements associated with NCAA championships and other NCAA related activities. The NCAA staff will carry out the president' s authority over these standards on a day-to-day basis. The senior vice-president for basketball and business strategies will consult with other NCAA staff in the area being affected (e.g., brand management staff, championships staff to the extent the advertising is to be placed during the broadcast of NCAA championships) before E-5 C-1 175940v19 21173.00011 0400-67 Highly Confidential - Outside Counsel Only NCAAPRODOO2927I3 making the final decision. The managing director of public and media relations, as well as inhouse counsel, shall be consulted, as necessary, before communicating final decisions. The NCAA will use commercially reasonable efforts not to apply any substantive changes to its advertising and promotional standards without proper notice to its business partners (e.g., have changes be effective at the beginning of the next academic year). E-6 C-1 175940v19 21173.00011 0400-68 Highly Confidential Outside Counsel Only NCAAPRODOO292714 Exhibit F F-1 C-1 175940v19 21173.00011 0400-69 Highly Confidential - Outside Counsel Only NCAAPRODOO2927I5 0400-70 Highly Confidential - Outside Counsel Only NCAAPRODOO292716 Appendix A Copyrights Audiovisual Program Registration Number Date Registered F-3 C-1 175940v19 2117300011 0400-71 Highly Confidential - Outside Counsel Only NCAAPRODOO292717 Exhibit G G-1 C-1175940v19 21173.00011 0400-72 Highly Confidential - Outside Counsel Only NCAAPRODOO292718 G-2 C-1 175940v19 21173.00011 0400-73 Highly Confidential - Outside Counsel Only NCAAPRODOO292719 Exhibit H H-1 C-1175940192117300011 0400-74 Highly Confidential - Outside Counsel Only NCAAPRODOO29272O Exhibit I I-1 C-1 175940v19 21173.00011 0400-75 Highly Confidentia' - Outside Counsel Only NCAAPRODOO292721 I C-11 76999v6 21173.0001! 0400-76 Highly Confidential - Outside Counsel Only NCAAPRODOO292722 2 C-I 176999v621173.000! I 0400-77 Highly Confidential - Outside Counsel Only NCAAPRODOO292723 3 C-1 176999v6 21173.00011 0400-78 Highly Confidential - Outside Counsel Only NCAAPRODOO292724 4 C-1176999v6 2H73.0001 I 0400-79 Highly Confidential - Outside Counsel Only NCAAPRODOO292725 5 C-1 176999v6 21173.00011 0400-80 Highly Confidential - Outside Counsel Only NCAAPRODOO292726 0400-81 Highly Confidential - Outside Counsel Only NCAAPRODOO292727 Exhibit J J-1 C-1 175940v19 21173.00011 0400-82 Highly Confidential - Outside Counsel Only NCAAPRODOO292728 I C-1 177000v5 21173.00011 0400-83 Highly Confidential - Outside Counsel Only NCAAPRODOO292729 2 C.1177000v5 21173.00011 0400-84 Highly Confidential - Outside Counsel Only NCAAPRODOO29273O 3 C-1 177000v5 21173.00011 0400-85 Highly Confidential - Outside Counsel Only NCAAPRODOO292731 4 C1 177000v5 21173.00011 0400-86 Highly Confidential - Outside Counsel Only NCAAPRODOO292732 5 C-1 177000v5 21173.000!! 0400-87 Highly Confidential Outside Counsel Only NCAAPRODOO292733 0400-88 Highly Confidential - Outside Counsel Only NCAAPRODOO292734

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