Exhibit 10.33
Portions of this Exhibit have been redacted pursuant to a request for
confidential treatment under Rule 24b-2 of the General Rules and Regulations
under the Securities Exchange Act.
Omitted information, marked "[***]" in this
Exhibit, has been filed with the Securities and Exchange Commission together
with such request for confidential treatment.
VIDEO ON DEMAND
LICENSE AGREEMENT
This VIDEO ON DEMAND LICENSE AGREEMENT (this "Agreement"), dated as of March 13,
2000 between New Frontier Media, Inc. a Colorado corporation ("Licensor"), and
TIME WARNER CABLE, a division of Time Warner Entertainment Company, L.P., a
Delaware partnership ("TWC").
WHEREAS, TWC owns or manages certain cable television systems and wishes to make
motion pictures available to its subscribers on a "video on demand" basis; and
WHEREAS, Licensor owns the rights to distribute certain motion pictures and
wishes to grant TWC a license to make them available to its subscribers on such
a basis.
NOW, WHEREFORE, in light of the foregoing and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties
agree as follows:
1.
DEFINITIONS.
(A)
"BUY".
HAS THE MEANING SET FORTH IN
SECTION 3(A).
(B)
"CONCURRENT COMPATIBLE".
MEETING THE MPEG-2
ENCODING SPECIFICATIONS SET FORTH IN EXHIBIT A.
(C)
"PROGRAM".
EACH MOTION PICTURE LISTED ON A
SCHEDULE DELIVERED TO TWC IN ACCORDANCE WITH SECTION 4(A).
UNLESS THE CONTEXT
REQUIRES OTHERWISE, REFERENCES TO PROGRAMS IN THIS AGREEMENT SHALL BE DEEMED
ALSO TO REFER TO ANY SUPPLEMENTAL PROGRAM MATERIAL RELATING THERETO.
(D)
"SATELLITE DELIVERY".
HAS THE MEANING SET
FORTH IN SECTION 2(E).
(E)
"SEACHANGE COMPATIBLE".
MEETING THE MPEG-2
ENCODING SPECIFICATIONS SET FORTH IN EXHIBIT A.
(F)
"SUBSCRIBER".
A RESIDENTIAL LOCATION OR
OTHER PRIVATE DWELLING UNIT (INCLUDING, WITHOUT LIMITATION, ANY HOTEL OR MOTEL
ROOM, HOSPITAL ROOM, NURSING HOME ROOM OR DORMITORY ROOM) WITHIN THE TERRITORY
THAT RECEIVES CABLE TELEVISION SERVICE FROM ANY TWC CABLE SYSTEM.
SUBSCRIBERS
SHALL NOT INCLUDE PRISONS, MILITARY BASES OR MINING CAMPS, PUBLIC PLACES
(INCLUDING COMMON AREAS OF HOTELS, MOTELS, HOSPITALS, NURSING HOMES OR
DORMITORIES) OR COMMERCIAL ESTABLISHMENT (INCLUDING RESTAURANTS, BARS OR
THEATRES).
(G)
"SUPPLEMENTAL PROGRAM MATERIAL".
HAS THE
MEANING SET FORTH IN SECTION 4(F).
(H)
"TERM".
HAS THE MEANING SET FORTH IN
SECTION 2.
(I)
"TERRITORY".
THE UNITED STATES OF
AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS).
1
PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE GENERAL RULES AND REGULATIONS
UNDER THE SECURITIES EXCHANGE ACT.
OMITTED INFORMATION, MARKED "[***]" IN THIS
EXHIBIT, HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION TOGETHER
WITH SUCH REQUEST FOR CONFIDENTIAL TREATMENT.
(J)
"TWC CABLE SYSTEM".
A CABLE TELEVISION
SYSTEM (I) WHICH IS MANAGED BY A TIME WARNER COMPANY OR (II) OF WHICH TWC, TIME
WARNER INC. ("TWI"), TIME WARNER ENTERTAINMENT COMPANY, L.P. ("TWE"), TIME
WARNER ENTERTAINMENT-ADVANCE/NEWHOUSE, L.P. ("TWEAN"), TWI CABLE INC. ("TWIC"),
OR PARAGON COMMUNICATIONS DIRECTLY OR INDIRECTLY OWNS AT LEAST 25% OF THE
EQUITY, AND THAT IN EITHER CASE PROVIDES VIDEO ON DEMAND TO ITS SUBSCRIBERS.
(K)
"TIME WARNER COMPANY".
TWC, TWI, TWE,
TWEAN, TWIC OR PARAGON