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Exhibit 10.33    
    


 
 

MOVIE CHANNEL
  TRADEMARK LICENSE AGREEMENT


        This
Agreement is made and entered into as of January 1, 2004, by and between HALLMARK LICENSING, INC. ("Hallmark") and  CROWN MEDIA UNITED STATES, LLC ("Crown US"). 



        WHEREAS, Hallmark and Crown US have previously entered into a Trademark License Agreement dated as of March 27, 2001 ("Previous
Trademark Agreement") pursuant to which Hallmark licenses Crown US certain rights to use the trademarks "Hallmark Entertainment" and "Hallmark" and associated logos designated by Hallmark (the
"Hallmark Marks") and the trademark "Hallmark Hall of Fame" (the "Hall of Fame Mark") (collectively the "Hallmark Marks" and the "Hall of Fame Mark" are the "Licensed Marks"); and 


        WHEREAS, Crown US intends to distribute an additional channel featuring made-for-television movies and
mini-series and desires to utilize the Hallmark Marks in connection therewith; and 



        WHEREAS, Hallmark desires to permit Crown US to use the Licensed Marks in connection with such channel subject to the terms and conditions
herein provided, and not otherwise. 


        NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, the parties hereby agree as follows: 


        1.    Grant.    To the extent of its present and future ownership interest therein, and subject to the terms and
conditions of this Agreement, Hallmark hereby grants to Crown US the rights below listed for the term of this Agreement, but only for so long as Crown US is a subsidiary of Crown Media
Holdings, Inc. and Hallmark and/or its wholly owned subsidiaries collectively beneficially own at least 51% of the voting interest and 35% of the equity interest of Crown Media
Holdings, Inc. and designate a majority of the Board of Directors of Crown Media Holdings, Inc. and no event of Default has occurred hereunder: 




	a.
	The
non-exclusive, royalty-free license to use the Hallmark Marks in connection with the promotion, marketing, advertising, distribution and sale of the Movie
Channel (as defined in Section 3), in the United States.



	b.
	The
non-exclusive, royalty-free license to use the Hall of Fame Mark in the United States solely in connection with the program title "THE
COLLECTION—from the library of the Hallmark Hall of Fame" or such other title as may be approved by Hallmark from time to time for a period regularly showing pictures previously broadcast
as Hallmark Hall of Fames. 





        2.    Limitations.    Crown US agrees not to use the Licensed Marks in its corporate name. 



        3.    The Movie Channel.    The "Movie Channel" shall mean the distribution of a channel (or network presenting a
channel) featuring high-quality, family oriented made-for-television movies or mini-series of a character, nature and quality consistent with the image
of Hallmark Cards, Incorporated. 


        4.    Standards.    




	a.
	Crown
US acknowledges its familiarity with the high standards of quality and guidelines maintained by Hallmark for the use of the Licensed Marks and the name "Hallmark," and Crown US
agrees to faithfully maintain these same standards in connection with its programming of the Movie Channel, including but not limited to complying with the broadcast standards set forth on
Schedule A, as amended by Hallmark from time to time. 




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Furthermore,
Crown US agrees to comply with any guidelines or rules for use of the Licensed Marks as Hallmark may in its sole discretion, from time to time, promulgate in order to protect the quality
image and reputation which the Licensed Marks and the name "Hallmark" presently enjoy and such guidelines or rules shall be incorporated herein as a part of this Agreement. 



	b.
	Crown
US acknowledges that Hallmark Cards was founded in 1910, is a privately owned company which enjoys a stellar reputation for excellence, quality, adherence to high ethical and
moral values, and whose brand "Hallmark" consistently rates in the top ten brands in the U.S. for consumer recognition, consumer trust and quality. Further, "Hallmark Hall of Fame" productions have
won 78 Emmys over the past 40 years. Crown US further acknowledges that Hallmark would not grant this trademark license if it did not control Crown US and Hallmark's wholly owned subsidiaries,
Hallmark Entertainment, LLC, Hallmark Entertainment Productions, LLC and Hallmark Entertainment Distribution, LLC, which produce pictures distributed on the Movie Channel.



	c.
	Crown
US agrees to designate an individual at Crown US's expense who will be responsible for monitoring the use of the Licensed Marks and ensuring that the Licensed Marks are utilized
in accordance with this Agreement and that all required requests for approval are properly submitted to Hallmark. 





        5.    Approval.    Crown US agrees to comply with the brand identity standards of the branding committee established
by Hallmark ("Branding Committee") which standards shall include, but not be limited to, logo, program headers, visual/verbal standards, uses and positioning of logo, application of logo to any
marketing materials, uses by any MSOs, uses in other media such as print advertising. Further, Crown US agrees that programming shall comply with the broadcast standards on Schedule A as
amended by Hallmark from time to time. Crown US shall submit to Hallmark periodically at Hallmark's request, the program schedule for its Movie Channel at least 30 days in advance for
Hallmark's prior written approval. Crown US shall also submit to Hallmark all proposed press releases referring to the Hallmark channel (other than advertising for shows and announcements of personnel
changes), prototypes of advertising, promotional materials and other marketing materials for Hallmark's prior written approval as to format and content. After guidelines are approved by Hallmark,
Crown US will thereafter submit only such matters that reflect a change in direction or as requested by Hallmark. Additionally, Crown US shall, at the request of Hallmark, submit to Hallmark pictures,
programs, film credits and other materials utilizing the Licensed Marks or broadcast on the Movie Channel for Hallmark's approval, which may be withheld for any reason. Submissions shall be directed
to the attention of James Welch, or such other person designated by Hallmark from time to time. 


        6.    Trademark Protection.    




	a.
	Hallmark
will use its reasonable efforts to maintain existing registrations for the Licensed Marks for use by Crown US pursuant to the terms and conditions herein contained.



	b.
	Crown
US agrees to cooperate with Hallmark in obtaining and preserving for Hallmark trademark protection for the Licensed Marks and the name "Hallmark," to execute all documents which
in Hallmark's judgment are necessary therefor, and to give Hallmark advance notice of all contemplated uses of the Licensed Marks. Crown US agrees to recognize Hallmark's trademark rights in the
Licensed Marks and to do nothing in derogation or dilution thereof, either during the term of this Agreement or at any time thereafter. Crown US, for itself, its successors and assigns, does hereby
absolutely grant, convey, and assign to Hallmark any and all legal and equitable right, title and interest, both tangible and intangible, which it has or may hereafter acquire in the Licensed 




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Marks,
including, but not limited to, any goodwill hereinafter generated or created by it or anyone acting or claiming under it. 



	c.
	Crown
US, upon prior written approval from Hallmark, shall have the right to enforce, at Crown US's sole expense, its rights in the Licensed Marks granted hereunder against third
parties that are or may be infringing the Licensed Marks so as to affect Crown US's rights granted hereunder.



	d.
	Except
as expressly set forth herein, Hallmark shall have the right to take any action without regard to the effect of such action on the rights granted in Section 1 hereof. 





        7.    Term.    The term of this Agreement shall begin on the date hereof and expire on September 1, 2004,
provided that it is not terminated sooner in accordance with the terms and conditions set forth herein. No course of dealing, lack of notice of intent not to renew, implied consent or other doctrine
of law or equity shall be deemed to give Crown US the right to continued use of the Licensed Marks beyond the stated term of this Agreement, or to create any duty (fiduciary or otherwise) on Hallmark
to permit any such use beyond the term of this Agreement. 


        8.    Default.    It shall be a Default hereunder in the case of the happening and during the continuance of any of
the following: 




	a.
	Crown
US distributes any program or picture in connection with the Movie Channel which in Hallmark's sole discretion fails to comply with the standards set forth in Section 4
hereof and Crown US fails to remove and stop the distribution, exhibition and broadcast of such non-complying program or picture within 10 days of written notice from Hallmark;



	b.
	A
Default occurs pursuant to Section 8(a) hereof three or more times in any given 12 month period, regardless of whether Crown US has removed or stopped within
10 days of written notice from Hallmark.



	c.
	Crown
US uses any of the Licensed Marks other than in accordance with the terms of the grant herein or Crown US fails to comply with any term or obligation of this Agreement (other
than 8(a) above) and, if curable, fails to cure such unapproved use or breach within 10 days of the date of written notice from Hallmark specifying such breach.



	d.
	Crown
US fails to make any payment when due under any loan agreement with any financial institution and fails to make such payment within 5 days thereafter.



	e.
	Auditors
determine that Crown US is no longer an ongoing concern.



	f.
	An
event occurs which with the passage of time or the giving of notice, or both, would constitute an event of default by Crown Media International, Inc. pursuant to the terms of
its Amended and Restated Trademark License Agreement with Hallmark Cards, Incorporated dated as of December 1, 2000, as the same may be amended from time to time.



	g.
	An
event occurs which with the passage of time or the giving of notice, or both, would constitute an event of default by Crown US pursuant to the terms of the Previous Trademark
Agreement, as the same may be amended from time to time. 




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        9.    Termination.    




	a.
	This
Agreement shall terminate immediately and automatically without notice in the event that



	i.
	Crown
US attempts to assign, sublicense, pledge, transfer or otherwise convey by operation of law or otherwise, all or any interest in, directly or indirectly
("Transfer") its rights hereunder;



	ii.
	Crown
US is adjudicated bankrupt, becomes insolvent, makes any assignment for the benefit of its creditors, has its assets placed in the hands of a receiver,
files a petition in bankruptcy, has filed against it a petition in bankruptcy which is not discharged within 60 days after its filing, or is dissolved or liquidated (in which case, Crown
US, its receivers, representatives, trustees, agents, or successors shall have no right to exploit or in any way utilize the Licensed Marks).






	b.
	This
Agreement shall terminate immediately upon the occurrence of an event of Default pursuant to Section 8 hereof.



	c.
	Upon
the termination or expiration of this Agreement, Crown US agrees to immediately and permanently discontinue the use of the Licensed Marks, including any adaptations thereof.



	d.
	Crown
US hereby acknowledges that its misuse of the Licensed Marks or failure to cease the use of the Licensed Marks upon the termination or expiration of such rights or this Agreement
will result in damage to Hallmark for which there is no adequate remedy at law. Accordingly, in the event of such misuse or failure, Hallmark shall be entitled to equitable relief by way of temporary
and permanent injunctions and such other relief as any court of competent jurisdiction may deem just and proper. 







        10.    Additional Agreement.    Crown US hereby agrees that Hallmark and its affiliates shall not have any liability
or obligation to Crown US on account of the exercise of any of Hallmark's rights or remedies hereunder. Crown US hereby waives and releases any right to commence or pursue any legal action (whether
suit, counterclaim, cross claim or other action) against Hallmark or any of its affiliates challenging the termination by Hallmark of the trademark license granted herein based on a theory of breach
of fiduciary obligation or conflicts of interest of Hallmark or any of its affiliates or similar theories or premised on the exercise of control or influence over management by Hallmark or its
affiliates. 


        11.    Third Party Infringement.    Crown US shall promptly notify Hallmark of any apparent infringement of any rights
granted by Hallmark to Crown US hereunder. Hallmark shall have the exclusive right to institute legal action (at its own expense) against the infringer or to otherwise terminate such infringement.
Crown US shall have no right to make any demands or claims, bring suit, effect any settlements or take any other action with respect to such an infringement without the prior written consent of
Hallmark. Crown US agrees to cooperate at its cost with Hallmark with respect to any suits or other action taken under this paragraph and that all recoveries for such infringements shall belong to
Hallmark. Hallmark may name Crown US as a party to any suit against third party infringers if Hallmark, in its sole opinion, determines that it is desirable to any infringement suit. 


        12.    Nonassignability.    Crown US agrees that without the prior written consent of Hallmark it may not transfer the
rights granted hereunder or permit any third party to utilize the Licensed Marks (e.g. as a channel name) other than third party use incidental to Crown US's use described in
Section l(b) hereof and any such transfer shall be null and void upon such proposed transfer. 


        13.    Applicable Law.    The validity, construction and performance of this Agreement shall be governed by, and
interpreted in accordance with, the laws of the State of Missouri. In any dispute 


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relating
to this Agreement, the parties hereto submit themselves to the exclusive jurisdiction of the tribunals of the State of Missouri and the United States Courts within the State of Missouri,
expressly waiving any venue to which they may be entitled by their present or future domiciles and any objection based on forum non conveniens. 


        14.    No Agency.    Nothing in this Agreement shall be construed to make either party hereto the agent or
representative of the other party and neither party shall so hold itself out nor shall either party be liable or be bound by any act or omission of the other party. 



        15.    Waiver.    Failure of either party at any time to require the performance of any provision under this Agreement
shall not affect the right of such party to require full performance thereafter and a waiver by either party of a breach of any provision of this Agreement shall not be taken or held to be a waiver of
any further or similar breach or as nullifying the effectiveness of such provision. 


        16.    Amendments.    This Agreement expresses the entire understanding of the parties hereto and replaces any prior
oral or written agreements concerning the subject matter hereof and Licensee acknowledges that it has not executed this Agreement in reliance upon any promise, agreement, representation or warranty
not expressly set forth in this Agreement. No amendment modification, or supplementation hereof shall be effective or binding on either party hereto unless reduced to writing and executed by the duly
authorized representatives of both parties hereto. 


        17.    Security Interest.    Crown US hereby acknowledges the difficulty of determining the amount of any damage
arising from Crown US's use of the Licensed Marks other than in accordance with the grant in this Agreement, particularly inasmuch as no payment or royalty is required for the license granted herein.
Therefore, to secure Crown US's performance pursuant to this Agreement and compensation for any damage to Hallmark's name or reputation due to a breach of this Agreement, the parties have entered into
a Security Agreement dated as of the date hereof between the parties and Crown US hereby ratifies Hallmark's first and prior lien and security interest in and to all of Crown US's right and interest
in and to this Agreement pursuant to such security agreement. 


        IN WITNESS WHEREOF, this Agreement is executed as of the date first written above. 



	 	 	HALLMARK LICENSING, INC.
	

 	
 	

By	
 	

/s/ DEANNE STEDEM

	

 	
 	

Title	
 	

Vice President

	

 	
 	
CROWN MEDIA UNITED STATES
	

 	
 	

By	
 	

/s/ CHARLES STANFORD

	

 	
 	

Title	
 	

Vice President





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Exhibit 10.33


MOVIE CHANNEL TRADEMARK LICENSE AGREEMENT