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

Filing 255

Defendant NCAA's Notice of Motion and Motion to Admit Exhibits by National Collegiate Athletic Association (Attachments: #1 Exhibit A, #2 Exhibit B, #3 Exhibit C, #4 Exhibit D, #5 Exhibit E, #6 Exhibit F, #7 Exhibit G, #8 Exhibit H, #9 Exhibit I, #10 Exhibit J, #11 Exhibit K, #12 Proposed Order)(Miller, Jeslyn) (Filed on 6/27/2014) Modified on 6/30/2014 (cpS, COURT STAFF).

EXHIBIT C

........I I
-

-

- - - ·

I

·~J

ESPN. INC .

CONfiDENTIAL

ESPN PLAZA. BRISTOL, CT 06010-7454

{ZD3JSBS-ZDDD

As ofMay 31, 1994
Mr. Roy Kramer
Commissioner
~- _Southeastern Conference
2201 Civic Center Blvd.
~~~-Birmingham, AL 35203

Re:

ro
FiLE

mJJ/
/"

-~

ESPN-SEC Agreement-- 1996- 2000 Football Seasons~:=;:::.,;;;;-------1995-96 - 2000-0 I Basketball Seasons. Other Events ,:;~?LY _

----------------

Dear Roy:
Stated below are the terms and conditions agreed to between the Southeastern
Conference, on its own behalf and for its individual member institutions (collectively, "SEC")
and ESPN, Inc. The SEC has the right to grant television coverage rights to SEC intraconference
and interconference footbail·and basketball games and other events (collectively, "SEC Games").
SEC hereby grants ESPN the exclusive television rights specified below to the 1996 through
2000 SEC football seasons and the 1995-96 through 2000-01 SEC basketball seasons plus other
events. Your signature where indicated below makes this a binding agreement on the SEC and
all of its member institutions, which then may be supplemented by a written agreement more
fully stating the details of our agreement which, if and when executed, would be integrated into
this agreement.
',

I. FOOTBALL
1. Term .. 1996, 1997, 1998, 1999, 2000 football seasons (plus option for 2001-02).

2. ESPN Games. Du..ring each year of the term, ESPN is gra...Tlted the exclusive rights to
produce and distribute twelve SEC intraconference and/or home interconference football games
during each of the 1996, 1997, 1998, 1999 and 2000 football seasons. For each such season, a
minimum of nine of these twelve games will be televised on ESPN. The remaining three games
may be televised on ESPN or ESPN2, the exact _number to be determined by ESPN in its sole
discretion. If a visiting interconference institution that is an independent (i.e. not affiliated with a
conference) other than Notre Dame seeks to require an additional rights fee for its appearance in
a game selected by ESPN, SEC will undertake best efforts to negotiate terms with said institution
that do not include such a rights fee, but if SEC is unable to do so, ESP"N will have the right, in
its sole discretion, to either pay such additional fee or to relinquish rights to the affected game
and select a substitute game according to the same selection procedures stated below that apply
to the affected game.

The University Athletic Association, Inc.

2102-1

0000398
FLORIDA000353

COR£mAL
3. Dates Networks & Starting Times. Of the ESPN games each year: a minimum of
five will be in prime time on Saturdays; ifESPN so elects, a maximum of two games will be on
any Saturday afternoon during the "late-afternoon window", regardless of whether CBS is
televising an SEC Game at those times on those dates; and, if ESPN so elects, SEC will arrange
for up to two games in prime time on Thursday nights. Up to four Saturday ESPN prime time
games each year may, at ESPN's election, start at 6:00p.m., and a fifth game can start at that
time in any year that ESPN distributes six or more SEC Games in prime time on Saturday.
Either or both ofthe_ESPN Saturday afternoon garnes or one of the ESPN2 games each year may
start before 4:00p.m. only if the SEC's syndicator (Jefferson Pilot) or CBS does not televise on
that day in the early afternoon window. ESPN may also televise SEC Games on other dates and
times not conflicting with CBS telecasts of SEC Games, subject to SEC's approval. ESPN may
distribute more than two SEC Games each year in the late-afternoon window, if those extra
games are on dates that CBS does not televise an SEC Game in that time period. ESPN may also
televise SEC Games on other dates and tiines not conflicting with CBS telecasts of SEC Games,
subject to the SEC's approval. Each SEC institution commits to start three of its home games as
selected by ESPN (but no more than one per season, or in three consecutive seasons) during the
five-year term at 8:00p.m. (local time) on Saturday, subject to current institutional policies
regarding night games as set forth on Exhibit II, and one additional such game ifESPN exercises
its option for the 2001-02 seasons. (For purposes ofthis agreement, all time references are to
Eastern Time, exc_ept as otherwise noted; the "early-afternoon window" is the time period
starting at 12:30 p.m. and ending not later than 3:30p.m.; the "late-afternoon window" is the
time period starting no earlier than 4:00p.m. and ending not later than 7:00p.m., except for CBS
games, in which case the time period is from 3:00p.m. until 6:30p.m. (but ESPN can start an
SEC Game at 6:30p.m. on any date that the CBS late-afternoon window extends beyond 6:30
p.m.); all references to CBS will include any one successor over-air network; all references to
Jefferson Pilot include any one successor, and. such syndication can only involve over-air
television stations that otherwise do not comprise a network and cable systems outside the ninestate SEC region.)
4. ESPN2. During each season, up to three of the twelve games described above may, at
ESPN's election, be initially telecast on the ESPN2 network, tWo of which will begin no earlier
than 6:30p.m. and the other no earlier than 4:00p.m. ESPN also will have the irrevocable
option to acquire rights of up to four additional SEC Games each year for telecast on ESPN2, for
an additional fee of $300,000.00 per game. These additional games cannot be televised during
time periods when CBS or Jefferson Pilot are televising an SEC Game on a live basis. If a
visiting interconference institution that is an independent (i.e. not affiliated with a conference)
other than Notre Dame seeks to require an additional rights fee for its appearance in a game
selected by ESPN, SEC will undertake best efforts to negotiate terms with said institution that do
not include such a rights fee, but if SEC is unable to do so, ESPN will have the right, in its sole
discretion, to either pay such additional fee or to relinquish rights to the affected game and select
a substitute game according to the same selection procedures stated below that apply to the
affected game.
5. Game Selection Procedures. SEC will create and furnish to ESPN its football
schedule by no later than November 1 prior to each season covered by this agreement. By

The University Athletic Association, Inc.

0000399
FLORIDA000354

2102-2

CORRDEITIAL
January 2 of each year, ESPN then will submit to SEC a list of what ESPN, in its sole discretion,
regards as the nine top SEC Games to which it wants to acquire rights. By January 15, CBS will
select its top two games, then ESPN will select one game, then CBS will select two games, then
ESPN will select one game, then CBS will select two games, then ESPN will select one game.
ESPN then will have second selection after CBS's selection of one SEC Game on all other weeks
per season. CBS has the right to televise three SEC Games in prime time during the five-year
term, according to the following procedures and Ii..rnitations: no more tha..'l one prime time game
per season; a prime time game must be one of CBS's top two c~oices by the above selection
procedure; all CBS prime time games must be so designated by no later than January 15 of the
applicable year, or such rights w1II be forfeited for that season. ESPN must select all of its SEC
Game telecasts through the first three weeks of September each season by no later than August 1
ofthe applicable season, and all other SEC Game telecasts must be selected by ESPN by no later
than twelve days prior to their scheduled date; except for the two occasions per season when
CBS may select its game no later than six days in advance, in which cases ESPN may select its
game that week no later than six days in advance (on those six-day-advance weeks, no SEC team
would be relieved of its obligation to play a night game, as long as the criteria in Exhibit II are
complied with). No other television network (over-air, cable or syndicator) has a selection
priority over ESPN or CBS for any SEC Game (with CBS's priority being for no more than one
game per week), except that Jefferson Pilot has the right to select before ESPN after ten games
have been selected for ESPN/ESPN2. ESPN shall designate the Saturdays during that season
when Jefferson Pilot may select a game prior to ESPN's selection for the applicable Saturday.
None ofESPN's SEC Game selections are subject to any minimum or maximum appearance
requirements.
6. Exclusivity. ESPN will have the exclusive right to distribute all SEC Games to which
it acquires rights by this agreement. ESPN will have exclusivity to regular-season SEC Games
in prime time, except for the three CBS games referred to in section 5 and one prime time SEC
Game per season only by SportSouth (or a successor regional cable network, distributed only in
the states in which SEC institutions are located) on a day of the week other than Saturday or
Thursday, which may be televised only in the nine states in which SEC institutions are located.
On those three occasions when CBS televises an SEC Game in prime-time, ESPN will not
televise an SEC Game in prime time during such CBS telecast. ESPN will have cable and
broadcast exclusivity during the late-afternoon on Saturdays, except for telecasts at that time by
CBS, by Jefferson Pilot ifESPN is not televising an SEC Game that day in that window
(Jefferson Pilot may televise an SEC Game in both the early- and late-afternoon windows on
such days, and may sublicense one of those games to a local or regional cable entity) and only by
SportSouth once per season if there is no ESPN or ESPN2 telecast of an SEC Game in that
window (and a second time per season only by SportSouth if it cannot schedule its prime time
SEC Game that season as provided above, but SportSouth cannot schedule a second SEC Game
in prime time if it is unable to schedule that game in the afternoon); however, if SportSouth
cannot schedule its late-afternoon window game or games solely because it conflicts with an
ESPN2 game to which ESPN acquires rights under paragraph 4 (not one of the up to three
ESPN2 games that ESPN has the right to schedule as part of its twelve games according to
paragraph 2), then ESPN will waive its exclusivity rights only for the affected game or games.
ESPN also will have exclusivity during any other time that it televises an SEC Game.
The University Athletic Association, Inc.

2102-3

0000400
FLORIDA000355

CONRDEmAL
Notwithstanding any of the foregoing provisions, SEC may allow "Pay-Per-View Cablecasts" on
a local or limited regional basis only and "Local Access Telecasts" only in the markets of the two
participating teams in such games, as those terms are defined and applied in Section 10 of the
current ESPN-CF A contract, and closed-circuit telecasts on the campuses and to institutionalsanctioned alumni groups of the two participating institutions.
7. Corrunercia! F onnat. "All ESPN telec~~ts of SEC Ga..rnes u..Tlder tbis agreement will be
subject to the commercial format specified in SeGtion 8 and Schedule B of the current ESPNCFA contract. In each such telecast, ESPN shall provide SEC with two minutes oftime for
institutional, non-commercial announcements, to be allocated 30 seconds to each of the two
institutions participating in the game, 30 seconds to SEC and 30 seconds to the NCAA. All
ESPN telecasts of SEC football games under this agreement will be subject to the commercial
format specified in the current ESPN-CFA contract. SEC shall appoint and compensate a liaison
official to coordinate with ESPN production personnel and game officials the timing of
commercial breaks and other structured interruptions in each ESPN telecast. At the end of each
applicable season, ESPN will reimburse SEC at the rate of not more than $350 per game for
SEC's expenses incurred in compensating such sideline officials.
8. Chamoionshio Game. If SEC's current agreement with ABC for the SEC
Championship Game is not renewed, ESPN Will be afforded the opportunity to make a formal
proposal regarding coverage of that game.
9. Option. ESPN has one exclusive, irrevocable option for rights to the same package of
SEC Games for the 2001 and 2002 football seasons, exercisable by ESPN by no later than June
I, 2000, under the ·same terms and conditions of this agreement, for a rights fee of
$10,000,000.00 per season.
10. First Ne~otjation!First Refusal. If ESPN does not exercise the option in section 9, it
then will have first negotiation/first refusal rights, according to the procedures of the current
SEC-ESPN basketball agreement, "the first day of the Negotiating Period being June 2, 2000
regarding rights to those two football seasons. In this event, SEC may elect either to combine or
separate negotiations pursuant to this provision with negotiations for basketball rights. IfESPN
does exercise the option in section 9, it then will have first negotiation/first refusal rights,
according to the procedures of the current SEC-ESPN basketball agreement, the first day of the
Negotiating Period being June I, 2002 regarding rights to at least the 2003 SEC football season.
II. BASKETBALL
1. Thnn. 1995-96, 1996-97, 1997-98, 1998-99, 1999-2000 and 2000-01 basketball
seasons.
2. ESPN Games. During each year of the term, ESPN is granted the exclusive rights to
produce and distribute three interconference (home or away) and nine intraconference SEC men's
basketball games. ESPN also has options to acquire additional home or away interconference
games for distribution on ESPN at a fee of $60,000.00 per game and up to eight additional
The University Athletic Association, Inc.

2102-4

0000401
FLORIDA000356

COI~fiDEITI
intraconference or home interconference games per year for distribution on ESPN2 at a fee of
$30,000.00 per game. For any game to which the option in the preceding sentence applies,
ESPN also will pay any additional fee required by an visiting intercpnference institution, but
SEC will make best efforts to negotiate terms and conditions for such game that provide for the
payment of no such additional fee.
3. Dates. Networks & Starting Times~ For each season, ESPN will have the right to
designate one night each week during the first calendar quarter for an SEC regular-season
intraconference "Game of the W,eek". Selection of that night and of the SEC Games televised on
that night by ESPN will be according to the same procedure in the current ESPN -SEC basketball
agreement and to section 4 below. For years when there are only eight weeks available for the
Game of the Week, the ninth intraconference game will be scheduled for a weekday evening (but
not during the time period of a telecast by the SEC's syndicator) or weekend afternoon (but not
during the time period when CBS is televising an SEC Game). Game of the Week telecasts will
be scheduled to start at 9:30p.m. However, no SEC team located in the Eastern time zone will
be required to play more than one such home game per season starting at 9:30p.m. local time,
although SEC will encourage them to play at least a second game starting at 9:30p.m. If, in any
season, an SEC team located in the Eastern time-zone refuses to play a second home game at that
starting time, ESPN will have the right to move that game to another night of the same week
(except that moving such a game to Friday or Sunday night or in conflict with a time window on
the designated night of the SEC syndicator telecast will require SEC's approval) or, with SEC's
approval, to another week, in either event at a starting time of7:30 p.m. If, in any season, two or
more SEC teams located in the Eastern time zone refuse to play a second home game at that
starting time, ESPN will have the right to move one of the affected games to another night ofthe
SarrJ.e week (except that moving such a game to Friday or.Sunday night or in conflict with a time
window on the designated night of the SEC syndicator telecast will require SEC's approval) or,
with SEC's approval, to another week, in either event at a starting time of7:30 p.m., and to move
the other affected game(s) to ESPN2 on another date week (except that moving such a game to
Friday or Sunday night or in conflict with a time window on the designated night of the SEC
syndicator telecast .will require SEC's approval) and at a starting time ear.lier than 9:00 p.m. If a
visiting interconference institution that is an independent (i.e. not affiliated with a conference)
seeks to require a..11. additional rights fee for its appearaJl.ce in a gruue selected by ESPt~, SEC will
undertake best efforts to negotiate terms with said institution that do not include such a rights fee,
but if SEC is unable to do so, ESPN will have the right, in its sole discretion, to either pay such
additional fee or to relinquish rights to the affected game and select a substitute game according
to the same selection procedures stated below that ;:tpply to the affected game.
4. Game Selection Procedures. During each year during the term, SEC will create its
schedule after the following selection procedures occur: (a) lntraconference games-- CBS will
have first priority to select up to five intraconference games, and CBS shall not select more than
five (5) intraconference games per season (exclusive ofthe tournament championship game).
CBS may televise a maximum of four (4) appearances per team per year (combined
interconference and intraconfetence appearances). One team may appear five (5) times during
one year. CBS shall not broadcast more than two (2) appearances per team in intraconference
games per season. CBS shall schedule a minimum of six (6) different conference teams each

The University Athletic Association, Inc.

0000402
FLORIDA000357

2102-5

CONFIDEITIAL
year. Among CBS's intraconference games, no team can be selected for more than two
intraconference games, and] CBS cannot select "mirror" games (i.e. two games involving the
same two teams). After CBS's selection and by no later than April 1 of each year of the term,
ESPN and Jefferson Pilot will conduct a "draft" of remaining SEC intraconference games, in
which ESPN will have selections 1, 2, 3, 6, 7, 10, 11, 12 and 13. Games for initial telecast on
ESPN2 will be selected after CBS, ESPN and syndicator priorities. In cases where both "mirror"
games are available, ESPN may select the site of the game it wants. Every SEC team must be
selected by ESPN at least four times (as part ofESPN's nine intraconference games) during the
term of the ag!e~ment and cannot be omitted from selection in two consecutive seasons; no team
may be selected for more than three games per season, but one team may be selected for a fourth
appearance during not more than three seasons during the six-year term, another team may be
selected for a fourth time during not more than two seasons during the term and another team
may be selected for a fourth time during not more than one season during the term, and only one
such team may be selected for four appearances during any one season (as part ofESPN's nine
intraconference games). (b) Interconference games-- CBS will have first priority to select SEC
Games according to the limitations of subsection (a); ESPN then selects its interconference
games before any other broadcast network, syndicator or other entity. IfESPN can create a
special interconference game involving an SEC team, CBS has two weeks from ESPN's notice
ofthe availability of the game to commit to carrying it, and if CBS does not so commit, ESPN
automatically acquires rights to that game (and if ESPN creates a multi-year [e.g., home-andhome] series of such games, CBS must commit to carrying each additional such game within
fourteen days after ESPN's notice to SEC during the process of establishing ESPN's
interconference schedule for the applicable season that ESPN wishes to carry that game, and if
CBS does not so commit, ESPN automatically acquires rights to each such game). ESPN's first
three interconference games must be against Top 25 opponents (based on a mutually-agreeable
pre- or post-season poll), unless ESPN agrees otherwise. All of the procedures in this paragraph
will apply to all games involving an SEC team played at a neutral site in the SEC team's home
state, when the SEC team is designated as the home team. Appearances on ESPN by SEC teams
in pre-season, post-season and regular-season special events, such as the NIT, Great Alaska
Shootout, Maui Invitational, Great 8 and Tip-off Classic do. not count as SEC appearances for
purposes of the interconference games covered by this agreement.
5. Exclusivity. ESPN will have the exclusive right to distribute all SEC Games to which
it acquires rights by this agreement. SEC will not permit any televising of any other SEC Game
on the night ofESPN's Game of the Week, except for tape-delayed games starting no earlier than
11 :30 p.m. local time. SEC also will. not permit any televising of any SEC Game during any part
of an ESPN telecast of an SEC Game, except for games televised before 7:00p.m. on Saturdays
or Sundays by CBS, Jefferson Pilot or local pay-per-view only in the local states ofthe
participating teams (overlaps to be minimized by consultation between the parties). During the
fourth calendar quarter of each basketball season covered by this agreement, non-ESPN
interconference SEC games can be televised, but only on an over-air basis, on basic or pay cable
in the nine SEC home states and in cities bordering those states on a case-by-case basis or by
point-to-point syndication only into the home market of a visiting team located outside a state in
which an SEC institution is located, but national cable network or "superstation" distribution is
not pem1itted. During the first calendar quarter of each basketball season covered by this

The University Athletic Association, Inc.

0000403
FLORIDA000358

2102-6

CONFIDEITI
agreement, in addition to the distribution of SEC Games by CBS, ESPN and Jefferson Pilot as
provided above, and by pay-per-view or local subscription into the home markets of the schools
participating in games not televised by ~SPN (but not otherwise conflicting with ESPN's rights
hereunder), and SEC also may permit a maximum of six intraconference games on Saturday
nights to be televised only by SportSouth, and only in the nine states where SEC schools are
located and only at times not conflicting with ESPN telecasts of SEC Garnes (but these
SportSouth games may be televised in the same period as any games telecast on ESPN2
according to the option in Section 2, although SEC will use·its best efforts to avoid any such
ov_e~laps). However, first quarter games not cleared by Jefferson Pilot in the Athens, GA;
Starkville, MS; Gainesville, FL; Oxford, MS; Auburn, AL; Orlando, FL and Jacksonville, FL
markets may be distributed in those markets only by means of basic or expanded basic cable
television or local pay cable (but not by a cable network delivering the games in such markets by
the means specified in the previous line), and only after Jefferson Pilot has made best efforts to
clear over-air broadcast stations in those markets.
6. First Negotiation/First Refusal. ESPN will have a right of first negotiation and first
refusal for the 2001-02 basketball season and beyond. During a 60-day period beginning on a
date of ESPN's choosing but not later than July 1, 2000, SEC shall negotiate exclusively with
ESPN regarding extension of this agreement for the 2001-02 basketball season and beyond. If
the parties do not reach agreement during this negotiating. period, SEC shall extend to ESPN a
final written offer conforming to the terms and procedures of the current ESPN-SEC basketball
agreement. Thereafter, if necessary, ESPN will be afforded first refusal rights according to the
current ESPN-SEC basketball agreement. SEC may elect either to combine or separate
negotiations pursuant to this provision with negotiations for football rights, as stated in section
10 of the football section of this agreement.
7. Cut-Ins. ESPN also will have the right, at no additional rights fee or other cost, to cut
into, on a live or short-turnaround tape-delayed basis, all SEC regular-season and tournament
games (except such games being telecast by an over-air broadcast network other than a
syndicator) on any number of occasions not exceeding three minutes of game clock time in any
one game.
8. Commercial Format. All ESPN telecasts of SEC basketball games under this
agreement will be subject to the commercial format specified in the current ESPN-SEC
basketball contract. All ESPN telecasts of SEC basketball games under this agreement will be
subject to the commerc~al format specified in the current ESPN-SEC contract. SEC shall appoint
and compensate a liaison official to coordinate with ESPN production personnel and game
officials the timing of commercial breaks and other structured interruptions in each ESPN
telecast. At the end of each applicable season, ESPN will reimburse SEC at the rate of not more
than $175 per game for SEC's expenses incurred in compensating such sideline officials.
III. OTHER EVENTS
I. Term. 1995-96, 1996-97, 1997-98, 1998-99, 1999-2000 and 2000-01 academic years.

The University Athletic Association, Inc.

0000404
FLORIDA000359

2102-7

CONFIDENTIAL
2. ESPN Games. During each year of the term, ESPN shall produce and distribute
programs on ESPN or ESPN2 (at ESPN's election) of four women's athletic events sanctioned or
otherwise conducted by the SEC. One of these events will be coverage of the SEC basketball
tournament championship game and another will be a regular-season intraconference basketball
game selected by ESPN. ESPN's selections will be subject only to a selection priority by CBS
and to a priority by Jefferson Pilot ifESPN does not schedule its initial telecast of one of these
events on a live basis (in such event, if Jefferson Pilot does not agree to televise the applicable
event on a live basis, ESPN has the right to televise that event on a delayed basis). The nature of
the other two events will be at ESPN's sole discretion. ESPN will have exclusive television
rights to all of the events it covers under this provision.
3. First Negotiation/First Refusal. ESPN will have the same first negotiation/first refusal
rights for these other events as is specified in section 6 of the basketball agreement.
IV. FEES
1. In consideration of all rights and obligations specified in this agreement, ESPN will
pay SEC $46,500,000.00, as follows: $2,500,000.00 upon execution of this agreement;
$4,000,000.00 for the 1995-96 academic year; and $8,000,000.00 during each of the academic
years from 1996-97 tlrrough 2000-01. All of the payments due for the 1995-96 through 2000-0 l
academic years will be made in equal installments from September through March.

2. ESPN will also pay the additional fees specified in this agreement if it elects to
acquire additional football or basketball games. All payments shall be within 60 days of the date
ofthe telecast.
3. ESPN will have the right to purchase, by no later than a date designated annually by
SEC, at box office prices, a reasonable number of tickets, as available, to the SEC Football
Championship Game, Bowl Games involving SEC teams, the SEC men's and women's
basketball tournaments, NCAA_men's and women's basketball tournament games involving any
SEC teams (including Final Four and NCAA Regionals) and any football championship playoff
games involving SEC teams.
V. ADDITIONAL RIGHTS & MISCELLANEOUS

1: Distribution Rights. For each SEC Game to which it. acquires rights under this
agreement, ESPN has the exclusive right in perpetuity to distribute television programs and
constituent elements thereof by any and all means and media throughout the universe without
limitation as to the number of exhibitions (including taped repeats on any ESPN network of
games originally televised Jive o_n any ESPN network). These rights shall be limited to .those
games and events which are telecast by ESPN.
2. Conference Composition. SEC agrees to negotiate in good faith for a rights fee
reduction and other relief if one or more SEC teams are unavailable for any football or basketball

The University Athletic Association, Inc.

0000405
FLORIDA000360

2102-8

CONFIDENTIAL
season due to probation or other reasons. ESPN agrees to negotiate in good faith regarding the
amount of rights fees if the SEC adds new members during the term.
3. Pay-Per-View Direct TV. ESPN has first negotiation/first refusal rights, according to
the procedures in the current SEC-ESPN basketball agreement, for out-of-market pay-per-view
and direct-t.v. distribution of SEC football and basketball Games otherwise distributed by other
television networks and syndicators during the term of this agreement, the specific terms of
which are subject to a separate agreement (the various Negotiating Periods to be established by
mutual reasonable agreement).
4. Representation Warranty and Mutual Indemnity. SEC represents and warrants that it,
on behalf of its member institutions, which are specified on Exhibit I to this agreement, has the
right to enter into this agreement, to bind its member institutions and to perform all of the
obligations in this agreement. SEC and ESPN each agree to indemnify the other of any claims
arising out of a breach by either party of any of its respective obligations or representations.
5. Binding Effect. When it is executed by both parties, this is a binding contract that
supersedes all prior written and oral agreements as to its subject-matter.
Roy, we are extremely pleased to have reached this agreement with the SEC, and we are
optimistic that it will enhance the mutually-beneficial relationship that we have always had.
Please confirm your agreement by signing where indicated below.
Sincerely,

7?~
John Wildhack
Senior Vice President,
Programming

ACKNOWLEDGED AND AGREED
CON ERENCE

The University Athletic Association, Inc.

2102-9

0000406
FLORIDA000361

CONRDENTIAL
EXHIBIT I

University of Alabama
University of Arkansas
Auburn University
University of Florida·
University of Georgia
University of Kentucky
Louisiana State University
University of Mississippi
Mississippi State University
University of South Carolina
University of Tennessee
Vanderbilt University

The University Athletic Association, Inc.

2102-10

0000407
FLORIDA000362

CONFIDENTIAL
ESPN, INC.

LEONARD F. DELUCA

GOS THIRD AVENUE, NEW YORK, NY IDfSS-0180

SEN/DR VICE PRESIDENT

(ZI Z] !3 I Ei·!JZDO

PROGRAMMING DEVELOPMENT

(Z f Z] 9 I Ei-!3833
(ZIZ] 91Ei-97Z3 FAX

[BGD} SSS·Z3ZS CT

February 2, 1998
. Mr. Roy Kramer
Commissioner
Southeastern Conference
2201 Civic Center Blvd,
Birmingham, AL 35203
VIA OVERNIGHT COURJER
Re:

ESPN-SEC Agreement

Dear Roy,
ESPN is pleased to notify you that we hereby exercise our option pursuant to Article I,
Section 9 of our agreement dated as of May 31, 1994 to extend the term of our coverage
rights for SEC football to the 2001 and 2002 SEC football seasons. We acknowledge that
all terms and conditions of our current agreement will apply to these two additional
seasons and that our rights fee payable to the SEC will be $10,000,000 per season.
We look fornrard to continuing and enhancing our relationship with the SEC.
Sincerely,

I

7~
~/

THE TOTAL SPORTS NETWDRr

The University Athletic Association, Inc.

0000408
FLORIDA000363

2102-11

COKRDERTIAL

ESPN, INC.
AGREEMENT

THIS AGREEMENT, dated as of June 13, 1989, is between Southeastern
-..:on::ference with offices at 3000 Galleria Tower, Suite 990, Bi~g,ham,
Ala~ama
35244 ("SEC"), and ESPN, Inc., a Delaware corporation; with
off~ces at ESPN Plaz~, Bristol, Connecticut 06010 ("ESPN").
SEC hereby grants to ESPN the exclusive rights to produce and
distribute one or more programs based on the events described below, all in
accordance with the BASIC PROVISIONS set forth below and the attached
GENERAL TERMS AND CONDITIONS.
BASIC PROVISIONS
I.

RIGHTS:
(a) SEC men's varsity,
regular season,
intercollegiate
basketball Games ("Games") during each of the 1989 through
1995 intercollegiate basketball seasons (the "Seasons'') as
follows:
(i)
(ii)

(iii)

1989-1990 Season - 12 Games, a minimum of 9 of which
will be intraconference;
1990-1991 and 1991-1992 Seasons Season,
a minimum of 11 of
intraconference;

13

Games

which

l.n

each

wili

be

1992-1993, 1993-1994 and 1994-1995 Seasons - 14 Games
in each Season, a minimum of 11 of which each Season

will be intraconference.
At ESPN' s request, in each season, SEC shall schedule one
intraconference game in the "Fourth Quarter", as defined in
subparagraph (c) (iii) below, between teams to be mutually
agreed to by SEC and ESPN no later than July 3 of each
season.
Such game will be played on a date and at a time
mutually chosen by ESPN and SEC, and will not be available
for syndication.
At ESPN's further request, SEC will
consider scheduling a second Fourth Quarter game under cne
same conditions. SEC's consent to such second game will not
be unreasonably withheld.
(b)
In addition to the number of Games guaranteed above,
ESPN may televise at least one additional Game of its choice
during each of the six basketball Seasons occurring during
the term of the Agreement, and, should the parties agree on
a·game-by~game basis, an additional four games, to a maximum
of ten additional Games during the life of this Agreement.
'!'hese additional Games shall be chosen by ESPN after all
syndicated selections have been made, as set forth in
Paragraph (c) (v) and (c) (vi) below. These additional Garnes
shall be at no cost to ESPN above that set forth in Section
II, below.

SRA 4/11/90

The University Athletic Association, Inc.

0000409FLORIDA000364

2102-12

CONf\DEKl\Al

(c) The SEC Games, including the Games to be televised by
ESPN, shall be selected in the following manner which is
summarized in Exhibit A, hereto:
(i) By March 1 of each Season, SEC shall provide ESPN with
a schedule of all SEC Games for that Season.
Such
schedule
shall
include
all
home
and
away
interconference,
intraconference
and
neutral
site
Games.
The Site (the "Site") of each Game will be
listed and, for those games which ESPN chooses to
televise, will not be changed without ESPN's consent.
SEC will use reasonable efforts to not increase the
nlllill:>er_· of neutral site Games-. during the ·life of this
Agreement~
SEC shall include in the schedule one Game
from-each "series" to be'played on a weeknight and one
Game to be played on a Saturday or Sunday. A series
shall be defined as two Garnes between the same two
teams.
(ii) As set forth in Paragraph II, below, ABC, CBS and NBC
shall select from the schedule the Games they will
broadcast prior to ESPN choosing its Games.
In each
season, the three networks combined shall be permitted
to televise a maximum of twenty regular season or SEC
tournament "appearances." An SEC conference game shall
constitute two appearances, while a non-conference game
by
a
member
institution
shall
constitute
one
appearance.
By June 15 of each Season, SEC shall
notify ESPN of the Games selected by ABC, CBS and NBC
in order to enable ESPN to choose its Games.
(iii) ESPN shall notify SEC of its Main Night selection by
May 15 and of its selection for its "Main Night"
"Sweeps" Games by June 20 and the remainder of its
"Main Night" schedule by June 25. "Main Night" is used
as defined in Paragraph (d), below.
(iv) By June 25 of each Season, ESPN shall advise SEC of the
dates and starting. times chosen by ESPN for Fourth
Quarter conference and non- conference games it will
distribute.
By July 3, following the syndicator's
selection of games pursuant to subparagraph (vi),
below, SEC will apprise ESPN which conference games can
be played on the Fourth Quarter dates chosen by ESPN,
and whether any non-conference games can be so
scheduled. As used herein, "Fourth Quarter" shall mean
the months of Nove.mber and December.
(v) By each May 15, the syndicator shall select one
national television ratings service and shall identify
the four continuous weeks of that service's upcoming
first quarter audience ratings ·sweep (the ''Sweep").
For the four sweep weeks, the syndicator and ESPN shall
alternate in choice of games, in the following manner.
From .the universe of approximately twenty SEC games to
be played during the sweep in the 1990-91 season,

3RA 4/11/90
The University Athletic Association, Inc.

0000410
FLORIDA000365

2102-13

COt\f\DENTlAL

(A) ESPN shall first select one game, which shall be
for its Main Night during the week in which that
game has been scheduled to be played.
(The
syndicator· will also select games to be Telecast
that week, pursuant to (d), below).
(B) Then, from among the games scheduled to be played·
in the three remaining Sweep weeks, the syndicator
shall select one game, and then ESPN shall select
its Main Night game from among those scheduled to
be played during the week of the syndicator's
selected game.
(C) Then, from among the games scheduled to be played
~n
the two rema~n1ng Sweep weeks, ESPN shall
select one Main Night game.
(D) Then, from among the games scheduled to be played
in the last remaining Sweep week, the syndicator
shall select one game, and then ESPN shall select
its Main Night game from among those scheduled to
be played that week.
For each suceeding season~ the order of game selection
shall be reversed (1.~., for the 1991-92 season, the
syndicator shall have first and third selection).
Selection of Main Night Sweep games shall be completed
by June 20.
(vi) From among the games remaining unselected on June 25,
the
syndicator
may
select
whatever
additional
Conference games it then desires to Telecast.
The
syndicator shall present its final schedule of games by
July 3.

(vii) From those games remaining unselected on July 3, ESPN
may,
by no later than July 15, select whatever
additional Conference or non- Conference games it then
desires to distribute, up to the limit of games
established in Paragraph I(a), above.
(viii) ESPN shall also choose the additional Game (s) as set
forth in paragraph (b) above, by August 1 of each
season, after which, the syndicator may choose its
Fourth Quarter Games, if any.
(ix) All other broadcasters shall make their Game selections
only after ABC, CBS, NBC, ESPN and the syndicator have
made all their selections in conformity with
subparagraphs (i) through (vi) above.
(x) ESPN shall not be permitted to select for distribution
any "Holiday Tournament" game, the site of which is
other than an SEC member school's campus or other home
site,
nor may ESPN prohibit distribution of such
games. With the permission of the SEC, ESPN may select
for distribution a "Holiday Tournament" game involving
an SEC team, the site of which is the campus or other
SRA 4/11/90

2102-14

The University Athletic Association, Inc.

0000411
FLORIDA000366

COKFlDENTIAL

home site of an SEC team.
For all such "Holiday
Tournament" games not distributed by ESPN, SEC may
license distribution only in conformity with th~s
Agreement.
(d) For the 1989-1990 Season, the "Main Night" shall be
Tuesday.
In successive Seasons, ESPN may change the Main
Night by so notifying SEC by May 15 of the preceding
Season.
ESPN may select those nights from among Mondays,
Tuesdays, Wednesdays, Thursdays and Saturdays only, with the
Main Night's having a 9:30 p.m. EST starting time. All Main
Night Games shall begin at 9:30 p.m . .t;::;T.
During each
Season, each SEC school located in the eastern time zone
will play one home Game_of ESPN's choice on the Main Night
at 9:30-p.m. EST.
During the first quarter, 1990, there
shall be nine interconference Games scheduled on the Main
Night.
Additional 9:30 p.m. EST home Games at eastern time
zone schools on the Main Night will be scheduled only with
the consent of the school.
Should a .school located in the
eastern time zone refuse to consent to ESPN' s request to
reschedule an additional Game or Games to 9:30 p.m. EST on
the Main Night, ESPN may televise that Game or Games
beginning at any time between the hours of 7:00 p.m. and
8: 00 p.m. EST on the Main Night, subject to subparagraph
(ii), below.
(i) The remaining ESPN G~mes in either the First or Fourth
Quarters of any Season may be played on any night or
nights selected by ESPN other than Friday or sunday.
ESPN may select a starting time of between 7:00 p.m.
and 9:00 p.m. local time for eastern time zone sites
and between 6:00 p.m. and 8:30 p.m. for central time
zone sites. No such game may be distributed directly
opposite a game distributed by a syndicator i.g. ESPN
will not distribute any such game during the normal
two-hour window.
(ii) Should ESPN change its Main Night to a night that was
the syndicator's regular night in the prior season, and
should the syndicator choose to retain that night as
its regular night, the syndicated game may be scheduled
to begin at 8:00 p.m. t;ti'l', and ESPN's game will be
scheduled to begin no earlier than 9:30 p.m. EST.
(e) During the guaranteed intraconference Games in each
Season as set forth in subparagraph I(a) above, each school
shal·l appear a minimum of one time and a maximum of three
times.
No school may appear more than two additional times
in Games in excess of those guaranteed intraconference
Games.
(f)
In addition to the Garnes set forth above, ESPN shall,
at SEC's request, telecast a maximum of four women 1 s events
in each Season, two of which shall be basketball Games. The
specific events will be mutually agreed to by ESPN and SEC.
ESPN shall have the exclusive right to distribute and
exhibit these events as set forth in Section 3 of the
General Terms and Conditions and shall have the sole right

SRA 4/11/90

The University Athletic Association, Inc.

0000412
FLORIDA000367

2102-15

CO:lflDEHnAL

to determine whether the events shall be televised live or
on a tape-delayed basis and in which daypart the events
shall be televised.
(g)
It is of the essence of this Agreement that the SEC
consist at all times during the term of this Agreement of at
least .the University of Alabama, Auburn University, the
University of Florida,
the University of Georgia,
the
University of Kentucky, Louisiana State University, the
University of Mississippi, Mississippi State University, the
University of Tennessee, Vanderbilt University.
If one
school leaves the SEC or for any reason, including for being
placed on NCAA or ·sEC probation (no:t including Kentucky's
current probation), is not available to play in each and any
of the Games or any televised Games during each Season, the
Rights Fees payable_ by ESPN for each Game in the affected
Season(s) shall be reduced by ten percent (10%).
If two or
more schools leave the SEC or for any reason, including for
being placed on NCAA or SEC probation,· are not available to
play in each and any of the Games or any televised Games
during each Season, ESPN shall have the right in its sole
discretion, either to terminate this Agreement effective
immediately upon such occurrence(s) and any residual rights
ESPN may have
in this
Agreement shall
survive
such
termination, or ESPN shall have the right to have the Rights
Fees payable by ESPN for each Game in the affected Season(s)
reduced by twenty percent (20%). If one other school .becomes
a member of the SEC, ESPN shall acquire rights to distribute
Games involving the Team(s) of such other school pursuant to
this Agreement.
Should two or more teams become members of
the SEC during the term of this Agreement, the parties will
enter into good faith discussions regarding the effect of the
new member teams on the monetary value of this Agreement.
Should the parties fail to reach agreement as to any change
in the fee schedule set forth in Paragraph III of the BASIC
PROVISIONS of the Agreement, ESPN shall not be permitted to
distribute SEC home games involving such new members.

II.

ESPN shall have the exclusive right to distribute all SEC
home Games, interconference and intraconference home and
neutral site home Games over non-standard television as

follows:
(a)
ABC, CBS, and NBC will be permitted to televise
conference Games, nonconference home Games, SEC Tournament
games, or neutral site "home" Games.
Neutral site "home"
Games shall be defined as any· home Game moved to a neutral
site after March 1 of any Season, or any neutral site Game
in which an SEC team is designated as the home team or any
neutral site Game played at a location at which one of the
SEC teams involved in the Game customarily plays its Games,
g.g., an LSU Game played in New Orleans shall ·be considered
a neutral site home Game.
In addition, one syndicator per
Season, to be selected by SEC, will be permitted to_obtain
broadcast syndication rights to such Games to be broadcast
on stations other th~n superstations [as defined below in
subsection 12(i)].
such Games shall be chosen by the
syndicator in conformity with paragraph I(c),
above.
SRA 4/11/90

The University Athletic Association, Inc.

0000413
FLORIDA000368

2102-16

·CONFIDEHTIAI.

Neither SEC, its syndicator, nor its member schools will
authorize the distribution by any means in any media, other
than by pay-per-view or subscription, of any First Quarter
Games to which the syndicator does not have rights or whi~h
the syndicator chooses not to syndicate.
(i) First Quarter Games which have not been cleared by
the syndicator in the Athens, Georgia; Starkville,
Mississippi; Gainesville, Florida; Oxford,
Mississippi; and Auburn, Alabama markets may be
distributed in any or all of those markets by means
of basic or expanded basic cable television or by
local pay cable entities. Before availing_itself of
such means of distribution, the syndicator shall be
required to use its best efforts to clear broadcast
stations in each of these market areas.
(b) The SEC and the individual SEC schools may license
over-the-air distribution of Fourth Quarter, non-ESPN
interconference home Games.
Cablecast by means of basic
or expanded basic cable or pay cable entities, shall be
permitted in the seven SEC home states only. Cablecast by
any national cable service or superstation or on a
regional or split national basis outside of the seven SEC
home states will not be permitted.
Notwithstanding the
above, should an over-the-air broadcaster obtain the right
to
televise
Games 1
and
should
such
broadcaster
subsequently become a superstation, such broadcaster shall
retain the right to broadcast SEC Games, if the broadcast
right was obtained by the broadcaster through an agreement
with the SEC or its syndicator executed on or before June
13, 1989.

(c)
In First and Fourth Quarters, SEC, its syndicator and
its
individual schools may license distribution of
conference Games, nonconference home Games and neutral
site
"home"
Games
by
means
of
pay-per-view
and
subscription television and tape delay after 10: 3 o p.m.
local time within the seven SEC Conference States and the
states immediately contiguous thereto, except on ESPN' s
Main Night distribution, as provided in Paragraph (d),
below, until 11:30 p.m. local time.
"Pay-per-view" means
an individual Game offered by means of an encrypted signal
to cable subscribers who elect to pay an optional fee for
that Game; "subscription" means a series of Games offered
to cable subscribers who must purchase all of the Games in
the series. Both pay-per-view and subscription Games mu~t
be offered on a separate channel and not as part of, or
associated
with,
any other
then-existing
television
service of any kind.
(d)
Subject to paragraph I(d) (ii), above, SEC shall not
televise any SEC Game on ESPN's Main Night in any Season,
however, tape-delayed Games may be televised beginning no
earlier than 11:30 p.m. local time.
Further, unless
agreed to in advance by ESPN, no SEC Game may be televised
in any medium during any part of an ESPN SEC telecast,
other than ESPN Games beginning before 7 p.m. EST or ESPN
SRA 4/11/90

2102-17

The University Athletic Association, Inc.

0000414
FLORIDA000369

CONf\DEKTW.

Games which have been rescheduled and which overlap a game
selected by the syndicator pursuant to paragraph I (c),
above, which is broadcast as originally scheduled.
SEC
will make best efforts to not schedule away games whi~h
are expected to be televised, on ESPN's Main Night.
Notwithstanding the foregoing,
ABC, CBS and NBC may
televise a total of two live games on ESPN's Main Night in
each season, provided that such games are not televised
during ESPN's normal two-hour window.
(e)
During each Season, ESPN shall at no additional
rights fee or other cost, have the right to cut into, on a
. live basis, all SEC regular season . and tournament Games
(except such Games which are being telecast by ABC, CBS or
NBC) on any number of occasions during each Game, not to
exceed a total of three minutes of Game clock time for any
· one Game. Such cut-ins will not materially interfere with
the production of the game being cut into.
ESPN shall
have the right in perpetuity to distribute such live or
tape-delayed excerpts from the telecaster's coverage of
such Games, with credit being given to the telecaster on
each such occasion.
(f) This contract shall not afford ESPN any rights with
regard to a "special series", such as the contemplated
SEC-BIG 10 series.
Should, however, SEC contemplate such
series, ESPN shall have a sixty-day right of "First
Negotiation and First Refusal" ~o purchase the rights to
such series.
The method of exercise of such right of
First Negotiation/First Refusal shall be as set forth in
Section 7 of the General Terms and Conditions, below.
such sixty-day period shall run from the date upon which
SEC notifies ESPN in writing of its intention to create
such a special series, provided that such series is
clearly defined ·in such notice as to participants, ·number
of games and approximate dates.

III.

FEE:
(a)
In consideration ·of all rights granted to ESPN and
the performance of all SEC's obligations hereunder, ESPN
shall pay SEC in accordance with the following schedule:

(i)

For each of the 12 guaranteed 1989-1990 Games,
$60,000.00;

(ii)

For each of the 13 guaranteed 1990-1991 Games,
$80,000.00;

(iii)

For each of the 13 guaranteed 1991-1992 Garnes,
$80,000.00;

(iv)

For each of the 14 guaranteed 1992-1993 Garnes,
$100,000.00;

(v)

For each of the 14 guaranteed 1993-1994 Games,
$100,000.00; and

SRA 4/11/90
The University Athletic Association, Inc.

0000415
2102-18

FLORIDA000370

CONFIDENTIAL

(vi)

For each of the 14 guaranteed 1994-1995 Games,
$100,000.00.

(b) Upon receipt of a monthly invoice from SEC, payment
of the amounts specified in this Paragraph III shall be
made to SEC within fifteen days after the end of the
calendar month in which the applicable Game ·was first
distributed by ESPN.

I~· WITNESS WHEREOF, the parties hereto. have executed this Agreement as
of the day and year first written above.

SOUTHEASTERN CONFERENCE

ESPN, INC.

By =-~~~~7J~------------­
Rog
L. w rner
P siden and Chief
Executi e Officer

sa~

jfchaWl (;orman
Senior Vice President &
Chief Financial Officer

By

SRA 4/11/90

2102-19

vr~~J!Jia"

Loren E. ·Matthews
Senior Vice President, Programming

The University Athletic Association, Inc.

0000416
FLORIDA000371

CONFIDENTIAL
GENERAL TERMS AND CONDITIONS
THE GAME
(a) As used herein, the term "Game" shall mean a sports eventnamed
in Paragraph I .of the BASIC PROVISIONS and all events and activities
intrinsically related to the Game taking place at the Site on the Date
of the Game. SEC shall use its best efforts to cause each Game to be
staged and conducted on the Date and at the Site set forth in ·the
schedule, at the starting times determined by ESPN in accordance with
this Agreement.
-

.

(b) As between ESPN and SEC, SEC shall be solely responsible for all
arrangements (including any compensation) with the owner of the Site
for the staging of each Game and all participants and any officials
involved in the Game, and such arrangements shall accord to ESPN all
rights and consents required or contemplated with respect to ESPN' s
rights hereunder.
For each Game which ESPN intends to distribute as a
Program on a live or same-day, tape-delayed basis, SEC shall cause the
authorized officials of the SEC to ( i) consult and coordinate with
ESPN's producer prior to the Game to integrate the Game format with
ESPN's commercial format, and (ii) appoint a liaison official to be
responsible for and cooperate
in calling time-outs and other
structured interruptions so that ESPN's commercial format is satisfied
and commercial.and promotional announcements are properly spaced. SEC
hereby acknowledges that ESPN shall be entitled to call at least four
ninety-second television time-outs for commercial announcements during
each half of a Game and shall be entitled to call one television
time-out during each overtime. Also, for each Game in which a liaison
official is required by ESPN, ESPN shall reimburse SEC for the cost of
a fee for, and travel and similar expenses incurred by, such official
up to the aggregate amount of $100.00.
SEC shall make available to
ESPN such.participants, officials and other persons connected with the
Games as ESPN may request for purposes of interviews and discussion.
2.

ACCESS AND PROGRAM PRODUCTION

(a) As used herein, the term "Program" shall mean an audio-video
program based on or· including a Game or any portion thereof.
ESPN
shall have complete control over the production and format of the
Program o~ each ba.me.
Without limit-ing the generality of the
foregoing, ESPN shall have the right to determine the length of the
Program, to insert commercial and promotional announcements therein as
i t may determine by such sponsor or sponsors as it may elect to title
or retitle each Program arid to change or designate the name of any
Game-to the extent it is used in connection with a Program.
· (b)
ESPN shall have complete authority over the selection of
announcers, commentators, technical and other personnel for the
Program of each Game.
(c)
SEC shall use its best efforts to cause to be provided to ESPN,
without charge, suitable space and locations, as ESPN may determine at
the time of its advance technical survey of the Site of each Gam·e, for
its announcers and for the installation and operation of all
microphones, television cameras and related equipment to be used by
ESPN in connection with its production of the applicable Programs.
3RA 4/11/90

2102-20

The University Athletic Association, Inc.

0000417
FLORIDA000372

~unrJUUf IIAL
ESPN shall conduct preseason surveys of each Site to determine its
space and location needs for each Game.
If ESPN is unable to make
satisfactory arrangements for such space and locations, it shall
promptly notify SEC thereof which will use its best efforts to
accommodate ESPN's requests for physical changes or relocations at the
site of the affected Game.
Such efforts shall be conditioned upon
ESPN·' s notifying SEC thereof at least sixty hours prior to the start
of the Game and ESPN 1 s paying the full, reasonable cost of the changes
or relocations required.
SEC shall cause to be provided to ESPN all
available electrical power and all
available lighting
for a
first-quality television production in color, all free of charge to
ESPN.
ESPN shall have the right to install, maintain in and remove
_from the Site and · the surrounding premises · such wires, cables and
equipment as may.be necessary for its coverage of ~h~ Game; provided,
however, that such facilities shall no·t sUbstantially interfere with
the use of the Site or with any of the means of ingress or egress.
ESPN shall have the right to bring into or adjacent to the Site mobile
units for the transportation of equipment and personnel.
Employees
and agents of ESPN shall be admitted to the Sita free of charge to the
extent necessary to accomplish the production of the Programs and SEC
shall cause to be provided to ESPN gratis the necessary credentials
for such purposes.
Except as provided below in subsection 3(d), SEC
shall not grant access to the Game to any other videotape or film crew
without ESPN's prior written consent.
(d)
ESPN shall have the right to display its name and trademark on
banners, its e~~ipment, and any platform or broadcast~ng booth used at
the Site. The number and size of such banners shall be reasonable, it
being agreed that the number and size used by ESPN during its
telecasts of SEC Games in the 1988-1989 season was reasonable.
ESPN
shall be permitted to place at least one of its banners on the
court-side table opposite the cameras.
(e) SEC represents that, unless ESPN consents thereto in advance in
writing, no billboards, display or public announcements for any
product or service will be visible or heard at the Site during ESPN's
coverage of the Games except such advertising which is permanently
affixed at the site (1-~., advertising intended for spectators at the
arena and not for the television audience and which is not changed
from Event to Event).
·

(f) At ESPN's request made by the December 1 precea~ng ~ne applicable
Season, SEC shall furnish ESPN up to six tickets to each Game at the
box office price therefor.
Even if ESPN does not so request tickets
by December 1, should ESPN make requests for tickets for a particular
Game at least ninety-six hours prior to Game time, SEC shall use its
best efforts to furnish ESPN such tickets.
In addition, if "ESPN
notifies SEC by January 20 of each season, ESPN will be guaranteed a
maximum of twenty tickets for the SEC tournament at regular box office
prices.
3.

DISTRIBUTION AND EXHIBITION
(a)
SEC hereby grants to ESPN the exclusive right in perpetuity to
distribute, transmit, exhibit, license, advertise, promote, publicize
and perform (hereinafter "distribute") the Garnes as incorporated by
ESPN in each Program and any constituent elements thereof throughout
the universe by any and all means, uses, and media now known or

SRA 4/11/90

2102-21

The University Athletic Association, Inc.

0000418
FLORIDA000373

~UrtriUtiUAI.
hereafter developed
without
limitation
as
to
the
number
of
exhibitions. Subsequent to the 1990-1991 Season, and again subse~Jent
to the 1992-1993 Season, the parties will meet to discuss ESPN's
distribution and exhibition rights as well as the subject of SEC
institutional and conference announcements.
Should the parties fail
to reach an agreement as to any limitation on, or redefinition of
ESPN's distribution and exhibition rights, ESPN shall retain the
distribution and exhibition rights set forth in this Paragraph 3.
(b)
ESPN shall have the right to distribute any Program on a live
basis and ESPN may make a recording of such Program for distribution
on a delayed basis.
As used herein, the term "recording" shall mean
and include any recording by tape, wire, film, disc, cassette or any
other similar- or dissimilar method of recording television programs,
whether now known or hereafter developed. _ ESPN shall be the owner of
all Programs and any recordings and shall have the right to affix to
each recording a notice designating ESPN the owner of the copyright of
the Program embodied thereon.
ESPN (and such parties as it may
authorize) may use such recordings for:
(i)
(ii)

(iii)

distribution of the Programs;
file reference, sales and publicity purposes; and
distribution of excerpts of the Programs
television news and highlights shows.

as

part

of

(c)
ESJ?N represents to SEC that it is ESPN' s intent to distribute
Programs of the number of Games per Season set forth in Paragraph I of
the BASIC PROVISIONS.
Subject to ESPN' s being prevented by what in
ESPN's sole discretion, it considers an extraordinary event or
occurrence, ESPN shall use reasonable efforts to distribute each
Game.
If ESPN does not distribute a Game pursuant to this subsection,
ESPN shall have discharged fully its obligations hereunder by_paying
to SEC the compensation herein provided in accordance with the terms
hereof.
(d)
SEC shall not cause, authorize, license or permit any exhibition
or distribution of the Games or of the Programs or any portion thereof
in any form by any means, uses or me~ia whatsoever other than by ESPN
hereunder.
Notwithstanding the above, provided that no interference
with ESPN' s television production of the Games occurs as a result
thereof, SEC may permit SEC or the participating schools themselves,
or to allow others, to ·film or videotape the affected Game for the
following purposes:
( i) · use of no more than two minutes of action footage in the
general newscasts and sports newscasts of loc"al broadcast
television stations;
(ii)

production of the SEC's and the participating schools' own
Game and coaching films for use in pursuance of their
tax-exempt activities; and

(iii)

use of the excerpts of the Garnes in the production of
coaches' television programs in -which a coach of an SEC
member school is a host or otherwise participates.

;RA 4/11/90

_,,_
The University Athletic Association, Inc.

2102-22

0000419
FLORIDA000374

CONFIDENTIAL

(e) Should ESPN receive any share of royalties collected by the
copyright Royalty Tribunal with respect to the compulsory copyright
license for cable retransmission of broadcast television signals
created by the Copyright Act of 1976, it will share those revenues
equally with SEC, after subtracting ESPN's costs of application for
such royalties.
4.

PROMOTION AND PUBLICITY
ESPN shall have the right to reproduce, print, publish or disseminate
in any medium the·name, likeness and voice of each person appearing in
or connected with the Programs and biographical materials concerninq
such persons as well as the SEC Is; and l ts member schools I names~
lOgos, and trademarks, and the name of the Game and-Game site, for
-advertising
and
promotional -purposes
in
connection
with · the
distribution, advertising and promotion of the Programs, provided,
·however, that ESPN may also authorize its advertising agencies and SEC
Game sponsors to make incidental use of such material in selling or
promoting ESPN's cablecasts of SEC Games, (such as by inclusion of
logos on sales brochures for the Games, or on posters distributed by
sponsors promoting the Games).
The foregoing is not intended to
authorize commercial sponsors to use such names, likenesses, voices,
logos, etc~ to promote their products or services beyond the mere use
of their names as associated with such cablecasts, and is not intended
to
authorize
the
use
of
such
materials
for
any
product,
point-of-purchase or dealer promotion, provided, however, that ESPN
agrees that it will cause any such. agency or sponsor to cease any use.
of such materials which SEC reasonably believes is outside the scope
of the foregoing, or, as to names and likenesses appearing outside of
Game footage, which SEC reasonably believes is beyond its authority to
permit.

5.

MUSIC
If ESPN so requests, SEC shall send to ESPN a list naming all musical
compositions scheduled to be played during the Game which list shall
include as to each composition the name of the composer, publisher,
copyright holder and performing rights owner.
If ESPN notifies SEC
that it is unable to clear any su9h composition for use in connection
with its distribution of the Programs of the Games, SEC shall use its
best efforts to insure that such composition shall not be played.

6.

FORCE MAJEURE
If the. staging or the coverage of any Game should be prevented or
cancelled due to any act of God, inevitable accident, strike or other
labor dispute, fire, riot or civil commotion,. government action or
decree,
inclement weather,
failure of technical,
production or
television equipment, or for any other reason beyond the control of
SEC or ESPN, then neither SEC nor ESPN shall be obligated in any
manner to the other with respect to the Game (including payment of the
rights fee for the Game), but all other rights ESPN may have in this
Agreement shall remain in effect and shall not be affected in any
manner.
If, however, the Game should be postponed or delayed, then
ESPN shall have the right to elect to cover the Event on its
rescheduled date in accordance with all the terms hereof or to not
cover the rescheduled Game, in which case ESPN shall not be obligated

SRA 4/11/90

2102-23

The University Athletic Association, Inc.

0000420 .
FLORIDA000375

CONFIDENTIAL

in any manner to SEC therefor (including for payment), but all ESPN's
other rights herein shall survive.
7.

FIRST NEGOTIATION AND FIRST REFUSAL
(a)
SEC shall, at ESPN's election, negotiate exclusively with ESPN in
good faith f.or a period of sixty days (the "Negotiating Period") ,
commencing on a date selected by ESPN (but not later than September 1,
1994) with respect to the acquisition by ESPN of exclusive rights to a
number of Games (which ESPN will distribute on national cable
television) and other events reasonably designated by SEC for one or
more years following the lapse of the term of this Agreement . . If at
the end of the Negotiating Period, ESPN and_ SEC have not reac_hed an
agreement, SEC shall promptly notify ESPN of the terms, including the
identity of the subject ·Games and events, on which it is then willing
to license such rights .. _ Such notice shall contain an offer (the
"Offer") to contract with ESPN on such terms and ESPN shall have a
period of fourteen days from ESPN's receipt of the Offer in which to
accept the Offer.
If ESPN does not accept the Offer, SEC may enter
into an agreement with any third party with respect to rights to the
Games and other events designated by SEC, but not in any instance on
terms more favorable to such party than those contained in the Offer,
without in each instance notifying ESPN of such terms.
ESPN shall
have a period of seven days from ESPN' s receipt of the Reoffer in
which to accept each such Reoffer.
ESPN shall not be required to
comply with any term or condition which imposes on ESPN any obligation
not capable of discharge by ESPN by payment of money and/or
acquisition of rights to the Games and other events designated by
SEC.
The foregoing is specifically subject to the following: (a) SEC
shall not negotiate with any third party prior to the commencement of
or during the Negotiating Period; (b) any third party discussion
following the Negotiating Period will be held only in accordance with
the terms of this section; (c) SEC shall not contract or offer to
contrac.t with any third party with respect to the sale by SEC of
rights to the Games and other events reasonably designated by SEC in
such a manner as to preclude itself from complying with the terms of
this section; and (d) in making SEC's Offer or Reoffers to ESPN and in
SEC's subsequent actions in negotiating with any third party,
consistent with the intent and spirit of this ~ntire Agreement, SEC
shall act in complete good faith.
(b)

Notwithstanding anything to the contrary in this Paragraph 7, the
may at any time negotiate an extension, renewal,
or new
syndication agreement with its then-existing syndicator for regional,
standard telecast of SEC games during seasons subsequent to the
1994-95 season, so long· as the new or revised agreement resulting
th~refrom continues to permit priority selection by a national cable
distributor of at least the number of games currently provided and in
the manner provided for in Paragraph I of this Agreement.
Such
agreement will not prevent SEC from granting to ESPN rights as
favorable and extensive as those set forth in this Agreement.
~~c

8.

WARRANTIES
(a)
SEC warrants and represents to ESPN that (i) it is free to enter
into and perform this Agreement; (ii) it has all rights necessary to
its grant of rights to ESPN hereunder (iii) the rights ESPN has
acquired hereunder, and its use of such rights in accordance with this

SRA 4/11/90

The University Athletic Association, Inc.

0000421
FLORIDA000376

2102-24

COIFIDENTJAl

Agreement, will not infringe upon or violate the rights of any third
party; ( iv) it will not do anything which would interfere with or
impair the rights which ESPN has acquired in this Agreement;
(v) each
Game is sanctioned by such sports organizations andjor authorities
including the SEC, as have jurisdiction ov~r the Game and the Game
will be conducted in accordance with all applicable rules and
regulations of such organizations anc;Ijor authorities; and (vi) a
representative field of the top athletes in the applicable sport will
participate in each Game.
(b) SEC acknowledges that ESPN's rights in this Agreement are
valuable and unique.
SEC further warrants that it will comply fully
with the provisions of subsection 3 (d), above, and that it will not
grant any rights ·inconsistent with those granted to ESPN by this
Agreement.
· (c) ESPN represents and warrants to SEC that it has the right to
enter into this Agreement and perform all of its obligations pursuant
to this Agreement.
9.

INDEMNIFICATION AND LITIGATION EXPENSES
(a) BREACH OR ALLEGED BREACH OF THIS CONTRACT BY SEC OR ESPN.
If
ESPN or SEC is determined by a final judgment or, should the parties
agree to arbitration, by a final and binding arbitration award, to be
in breach of any term of this agreement, then in addition to such
damages as may be due as a result of the breach, the party in breach
shall also be liable to the nonbreaching party for all litigation
expense and damages, including reasonable attorneys' fees as may have
been incurred in connection with the prosecution of the claim arising
from the breach.
If either the SEC or ESPN claims that the other is
in breach of this agreement and it is finally determined that the
other party is not in breach, then in such event, the other party
(i.~.,
successful party) shall · be
entitled
to
recover
all'
out-of-pocket litigation expenses and damages, including_ reasonable
attorneys' fees, as shall have been directly incurred in connection
with the successful defense of such claim.
(b)
CLAIMS AGAINST SEC OR ESPN BY THIRD PARTIES. If a third party
shall institute a suit or make claim against-SEC or ESPN arising from
any act or omission of an. employee or representative of the other
party ("the Responsible Partyn), g.g., a libel or slander claim
against the SEC for statements made over the air by announcers
employed and/or selected by ESPN or a claim that SEC improperly
granted rights to ESPN possessed by such third party, the Responsible
Party shall indemnify, defend and hold the other harmless from any and
all claims, costs, liabilites, and/or judgments arising from ·said
litigation.
(c)

In any case in which indemnification is sought hereunder:
(i) - the ·party seeking indemnification shall ·promptly notify the
other
of
any
claim
or
litigation
to
which
the
indemnification relates; and
(ii)

SRA 4/11/90

the party seeking indemnification shall afford the other the
opportunity to participate in and, at the other party's
option,
fully
control
any
compromise,
settlement,
The University Athletic Association, Inc.

0000422
FLORIDA000377

2102-25

CONFIDENTIAl

litigation, or other resolution or disposition of such claim
or litigation.
INDEPENDENT CONTRACTORS
SEC and ESPN are independent contractors with respect to each other,
and nothing herein shall create any association, partnership, joint
venture or agency relationship between them. All persons employed by
either party in connection with its performance hereunder shall be
that party's employees and that party shall be fully responsible for
them, except as otherwise specifically and explicitly provided herein.
11.

FINANCIAL DISCLOSURE
In conformity with Section 507 of the u.s. Federal Communications Act
concerning broadcasting matters and disclosure required thereunder,
SEC warrants and represents that it has not accepted or agreed to
accept, and will not permit its employees, agents, representatives,
contractors, or affiliate entities to accept any monies, services, or
other consideration for the inclusion of any commercial material or
matter in or as part of the Programs.

12.

MISCELLANEOUS
(a) All notices and other communications from either party to the
other hereunder shall be in writing and shall be deemed received when
delivered in person or five days after deposit in the United States
mails, postage prepaid, addressed to the other party at the address
specified at the beginning of this Agreement, or at such other address
as such other party may supply by written notice.
(b) Each party hereto shall execute any and all further documents or
amendments which either party hereto may deem necessary and .proper to
carry out the purposes of this Agreement.
(c) This Agreement
the parties hereto,
whether written or
except by a written

contains the full and complete understanding among
supersedes all prior agreements and understandings
oral pertaining hereto, and cannot be modified
instrument sign~d by each party hereto.

(d) The descriptive headings of the several sections and paragraphs
of this Agreement · are inserted for convenience only and do not
constitute a part of this Agreement.
(e)
This Agreement is to be governed by and construed in accordance
with the laws of the State of New York applicable to contracts entered
into and to be fully performed therein.
(f)
SEC shall not assign any of its rights or obligations hereunder
without the prior written consent of ESPN and any purported assignment
without such prior written consent shall be null and void and of no
force and effect.
·
(g) Any provisions
hereof
found by a
court to be void or
unenforceable shall not affect the validity or enforceability of any
other provisions.

SRA 4/11/90

2102-26

The University Athletic Association, Inc.

0000423
FLORIDA000378

CG:~fiDENTJAL

(h)
This Agreement shall be subject to the approval of the Board of
Directors of ESPN which was obtained at the meeting of November 17,
1989.

(i)
"Superstation" shall mean any broadcast television station which
1s distributed outside its local market as established by that
station's primary Federal Communications Commission license as a
distant signal by any means, including but not limited ·to WTBS-TV,
Atlanta, Georgia, WPIX-TV and WOR-TV, New York, New York, KTTV-TV,
Dallas, Texas, _WGN-TV, Chicago, Illinois.

SRA 4/11/90

2102-27

The University Athletic Association, Inc.

0000424
FLORIDA000379

C~::riD~NTIAL

EXHIBIT "A"
CHRONOLOGICAL SELECTION PROCEDURE SUMMARY
MARCH 1

MAY

15

MAY

15

SEC provides full conference schedule and best non-conference
.schedule information possible.
ESPN informs SEC as to which day of the week will be its "Main
Night".
Syndicator informs SEC
- "sweeps" ratings period
utilized.

which dates are included in the
and which ratings service will be

JUNE 15

SEC informs ESPN of the games selected by ABC,CBS, and NBC.

JUNE 20

ESPN and syndicator select their
period on an alternating basis.

JUNE 25

ESPN selects the remainder of its "Main Night" schedule.

JUNE 25

ESPN notifies SEC of dates and times needed for Fourth Quarter
conference game(s) and non-conference games.

JULY 3

syndicator completes its total schedule of Conference games.

JULY 3

SEC notifies ESPN which Conference games may be played in
Fourth Quarter, and which non-conference games requested by
ESPN can be delivered.

JULY 15

ESPN selects non-"Main Night" conference games

AUGUST 1

ESPN selects any "extra" games it may want to request beyond
the one extra game guaranteed.

SRA 4/11/90

games

the

ratings

-17-

The University Athletic Association, Inc.

2102-28

during

0000425
FLORIDA000380