Sportvision, Inc et al v. MLB Advanced Media L.P.

Filing 26

FIRST AMENDED COMPLAINT amending 8 Complaint against MLB Advanced Media L.P. with JURY DEMAND.Document filed by Sportvision, Inc, SportsMedia Technology Corporation. Related document: 8 Complaint. (Attachments: # 1 Exhibit A - '530 Patent, # 2 Exhibit B - Endeavor Contract, # 3 Exhibit C - Amendment to Endeavor Contract, # 4 Exhibit D - Second Amendment to Endeavor Contract, # 5 Exhibit E - Third Amendment to Endeavor Contract, # 6 Exhibit F - Fourth Amendment to Endeavor Contract, # 7 Exhibit G - January 24, 2017 Letter, # 8 Exhibit H - February 24, 2017 E-mail)(Haveles, H.)

Exhibit C

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AMENDMENTTOPITCH~xAGREEMENT

This Amendment to the PJTCHf/x AGREEMENT (the "Amendment"), dated as of January 1, 2009 (the
"Amendment Effective Date"), is made and entered into by and between MLB Advanced Me<lia, L.P. a Delaware
limited partnership, with offices at 75 Ninth Avenue, New York, NY 10011 ("MLBAM") and Sportvision, Inc., a
Delaware corporation, with offices at 4619 N. Ravenswood Ave., Suite 304, Chicago, IL 60640 ("Sportvision")
(each MLBAM and Sportvision a "Party" and collectively the "Parties") and shall amend that PITCHfix
Agreement executed by the Parties and effective as of February 7, 2006 (the"Agreement'~ . Except as
specifically amended herein, all terms and conditions of the Agreement shall remain in full force and effect. Any
capitalized term not defined herein shall have the meaning set forth in the Agreement.
The Parties agree to amend the Agreement as follows:
A Definitions.
l. In Section 1, subsections (g) "Gross Revenue" and subsection (m) "Net Revenue" shall be deleted from
the Agreement.
2. The following definitions shall be added to the Agreement in Section l:
a)
"Interactive Media" shall mean the Internet, and any network or medium of ele<:tronic
communication now known to the extent that the network or medium uses a network communications protocol,
such as IP or WAP, designed to enable computers and other electronic devices to connect with one another and to
exchange information.
b)

"Joint Revenue" shall be as set forth in subsection 5.l (c) of this Amendment.

c)

"MiLB" shall mean Minor League Baseball.

d)

''MiLB Revenue" shall be as set forth in subsection 5.l(d) of this Amendment.

e)

"MLBAM Revenue" shall be as set forth in subsection 5.1 (a) of this Amendment.

f)

"Revenues" shall mean all MLBAM Revenue, Sportvision Revenue, Joint Revenue and MiLB
Revenue.

g)

"Revenue Threshold" shall mean

h)

"Soortvision Revenue" shall be as set forth in subsection 5.1 (b) of this Amendment.

i)

"Noo-MLB Entities" shaJl be as set forth in subsection 2.7 of this Amepdment

3. The following definitions shall be modified in the Agreement in Section 1:
a)

"C1pital Eguioment" shall be amended by deleting the "." after "stadiums" at the end of the first
sentence and adding: ",as well as all regular maintenance, preventative maintenance, repair,
spare parts inventory, replacement hardware and other maintenance costs (including temporary
labor, travel and any other associated out-of-pocket costs) required to keep the Capital Equipment
in good working order."

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b)

"Total Expenses" shall be amended by deleting the current definition and replacing it with the
following: "means all costs of operating the PITCHf/x System, all of which must be approved in
writing by the Parties, including but not limited to: wages and benefits associated with daily
operations of the PITCHfix System by PITCHfix Operators at MLB stadiums, wages and
benefits of dedicated level one support personnel staffed remotely ("Tl's"), training and
associated reasonable travel costs, on-going technical support from a dedicated Operatio;is
Coordinator, and Other Expenses as approved by ooth Parties."

B. Section 2.3 of the Agreement shall be deleted in its entirety and replaced with the following:

2.3

C. The following shall be added as Section 2.7:

D. Section 3.3 shall be amended by adding the following sentence: "The expenses associated with the operators
shall be included in the Total Expenses."

E.

F. Section 5 of the Agreement shall be deleted in its entirety and the sections contained below shall replace it.
5.1 Revenue Allocations.
a)

.. .

"".

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b)

c)

5.4 Accounting Mechanics. During the Tenn of this Agreement, MLBAM and Sportvision will be
responsible, as applicable, for the collection of all Revenues derived from any sales, licenses, or other use
of the PITCHf/x System Data. Each Party shall report any Revenues and all Total Expenses to MLBAM
on a quarterly basis and shall supply detailed invoices supporting said expenses incurred by such Party.
On a quarterly basis, MLBAM will perform an accounting of all Revenues and Total Expenses for such

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G. Section 13.10 (Controlling Law; Jurisdiction; Arbitration) shall be amended as follows: the third sentence
shall be deleted, and replaced with the following: "In the event of any dispute between the Parties regarding
the operation of the Endeavor, including, without limitation, an disagreement as to the Capital Equipment
Budget, Endeavor Budget, Total Expenses, Revenues, revenue opportunities, marketing, installation schedule
or other similar disagreement, the Parties agree to submit the dispute to binding arbitration in accordance with
the Commercial Arbitration Rules of the American Arbitration Association."
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to the PITCHf/x Agreement by
persons duly authorized as of Amendment Effective Date.
SPORTVISION, INC.

MLB ADVANCED MEDIA, L.P.

By,~~
t\1

Print Name:
Title:
Date:

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