WHEREOF, the parties hereto have executed the Agreement as of the day
and year first above written.
LICENSEE:
CROWN MEDIA UNITED STATES, LLC
LICENSOR:
HALLMARK HALL OF FAME
PRODUCTIONS, INC.
By:
By:
Charles Stanford, VP
Brad R. Moore, President
Print Name and Title
Print Name and Title
Dated:
Dated:
3
EXHIBIT I-
STANDARD TERMS AND CONDITIONS
1.
DELIVERY OF PRINTS.
(A)
LICENSOR WILL DELIVER OR CAUSE TO BE
DELIVERED TO LICENSEE UPON THE LATER OF 60 DAYS PRIOR TO THE START OF THE
LICENSE TERM OR 60 DAYS AFTER EXECUTION OF THIS AGREEMENT:
ONE STANDARD
DEFINITION ON BETA SP VIDEOTAPE AND, TO THE EXTENT SUCH MATERIALS EXIST OR CAN
BE CREATED (WITH THE COSTS THEREFORE SHARED PURSUANT TO PARAGRAPH 7 ABOVE), HIGH
DEFINITION COPIES OF EACH PICTURE LICENSED BY THIS AGREEMENT (HEREINAFTER
COLLECTIVELY CALLED "PRINTS" AND INDIVIDUALLY CALLED "PRINT").
DELIVERY OF EACH
PRINT TO LICENSEE OR TO LICENSEE'S AGENT SHALL BE DEEMED TO BE DELIVERY BY
LICENSOR TO LICENSEE HEREUNDER.
ALL COSTS AND CHARGES IN CONNECTION WITH SUCH
DELIVERY, INCLUDING WITHOUT LIMITATION SHIPPING CHARGES AND INSURANCE THEREON
SHALL BE BORNE BY LICENSEE.
(B)
LICENSEE SHALL NOTIFY LICENSOR BY TELEGRAM
WITHIN TEN (10) DAYS AFTER LICENSEE'S RECEIPT OF A PRINT IF SUCH PRINT IS
PHYSICALLY DEFECTIVE FOR TELEVISION BROADCASTING BY CUSTOMARY INDUSTRY
STANDARDS.
IF LICENSEE SO NOTIFIES LICENSOR WITH RESPECT TO ANY SUCH PHYSICAL
DEFECT OR FAILURE OF DELIVERY, AS AFORESAID, AND LICENSOR DOES NOT DELIVER TO
LICENSEE A REPLACEMENT PRINT OF THE SAME PICTURE (OR ANOTHER PICTURE OF
COMPARABLE QUALITY) IN TIME FOR THE SCHEDULED TELECAST, SUCH TELECAST SHALL BE
DEEMED ELIMINATED AND THE PICTURE WITHDRAWN, AS PROVIDED IN PARAGRAPH (B) OF
PARAGRAPH 11 OF THIS EXHIBIT.
FAILURE OF LICENSEE TO GIVE LICENSOR SUCH NOTICE
AS AFORESAID SHALL BE DEEMED LICENSEE'S IRREVOCABLE ACKNOWLEDGEMENT THAT SUCH
PRINT HAS BEEN RECEIVED AND IS SATISFACTORY IN ALL RESPECTS.
2.
RETURN OF PRINTS.
LICENSEE AGREES TO
RETURN TO LICENSOR, PREPAID, WITHIN FORTY-EIGHT (48) HOURS AFTER THE LAST
LICENSED TELECAST OF EACH PICTURE, THE PRINT (WHICH INCLUDES THE CONTAINER
THEREOF AND HI-DEF MASTERS), IN THE SAME FORM AND CONDITION AS DELIVERED BY
LICENSOR, ORDINARY WEAR AND TEAR FROM PROPER USE EXCEPTED.
SUCH PRINT SHALL BE
DELIVERED TO LICENSOR, OR TO ANY OTHER PARTY, TO SUCH PLACE OR PLACES AS
LICENSOR MAY FROM TIME TO TIME DESIGNATE.
ADDITIONALLY, LICENSEE AGREES TO
RETURN TO LICENSOR, PREPAID, ALL OTHER MATERIAL THAT MAY HAVE BEEN FURNISHED BY
LICENSOR, WITHIN ONE (1) WEEK FOLLOWING COMPLETION OF THE USE OF SUCH MATERIAL
BY LICENSEE, BUT IN NO EVENT LATER THAN AFTER THE LAST LICENSED TELECAST.
IF
ANY PRINTS ARE LOST, STOLEN, DESTROYED OR DAMAGED, LICENSEE SHALL PAY LICENSOR
THE COST OF REPLACEMENT THEREOF, WITHIN SEVEN (7) DAYS AFTER BILLING BY
LICENSOR.
SUCH PAYMENT SHALL NOT BE CONSTRUED TO TRANSFER TO LICENSEE ANY
RIGHT, TITLE OR INTEREST IN OR TO SAID PRINTS.
LICENSOR MAY REQUEST THAT
LICENSEE HAVE THE PRINTS DESTROYED AND IN SUCH EVENT LICENSEE AGREES TO DO SO,
AND TO FURNISH LICENSOR WITH CERTIFICATES OF DESTRUCTION.
3.
ALTERATION OF