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SportsLine.com / AOL - NFL Interactive Media Rights Agreement
EXHIBIT 10.7
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NFL INTERACTIVE MEDIA RIGHTS AGREEMENT
among
NFL ENTERPRISES, L.P.,
and
AMERICA ONLINE, INC.,
CBS BROADCASTING INC.,
SPORTSLINE.COM, INC.
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Dated as of July 6, 2001
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NFL INTERACTIVE MEDIA RIGHTS AGREEMENT
This NFL Interactive Media Rights Agreement (the "Agreement") is made as of this 6th day of July, 2001 (hereafter the "Effective Date") by and among:
A. NFL Enterprises, L.P., a Delaware limited partnership ("NFLE");
B. CBS Broadcasting Inc., a New York corporation ("CBS");
C. America Online, Inc., a Delaware corporation ("AOL"); and
D. SportsLine.com, Inc., a Delaware corporation ("SportsLine").
SportsLine, CBS and AOL are collectively the "Interactive Parties." NFLE, CBS, SportsLine and AOL are each individually a "Party" and are collectively the "Parties."
R E C I T A L S :
(1) NFLE operates certain Websites (as defined herein) featuring Content relating to the National Football League and its Member Clubs (as defined herein) (collectively the "NFL"); and
(2) NFLE owns or has the commercial right to license certain trademarks, service marks, logos, and certain copyrights and other intellectual property rights in valuable content, in each case relating to the NFL; and
(3) NFLE proposes to grant or to cause NFL Productions LLC, a Delaware limited liability company ("NFL Productions") and/or National Football League Properties, Inc., a California corporation ("NFLP") to grant to the Interactive Parties, as applicable, subject to the terms and conditions of this Agreement, certain intellectual property and other contract rights in connection with the online properties of NFLE and certain other emerging technologies as specified herein in exchange for the rights and benefits specified herein; and
(4) the Interactive Parties propose to assume certain associated obligations (in each case as more fully defined herein); and
(5) the rights to be granted and obligations assumed by NFLE and the Interactive Parties, as applicable, consist of the following categories, in each case subject to the terms, conditions and limitations more specifically set forth herein, and in connection therewith the Parties acknowledge that the categories set forth in the recitals are intended for purposes of reference only and that the more specific provisions referenced therein shall control:
(A) Intellectual Property Rights and Obligations.
(1) the exclusive right and obligation to produce, host, distribute and
design and display the NFL.com, Superbowl.com, NFLEurope.com,
PlayFootball.com Websites and the Customized Sites (as defined herein)
(collectively, and including for the avoidance of doubt the Co-branded
Areas, the "NFL Sites"), as set forth in Section 1 (the "Hosting and
Production Rights");
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(2) the exclusive right to receive from NFLE and to exploit, in each case
in the field of use specified herein, certain trademarks, service
marks, logos, copyrighted material, information, images and other
intellectual property associated with the production of the NFL Sites
and the exercise of the other rights granted herein, as set forth in
Section 2 (the "NFL Contributed Content Rights");
(3) the agreement by NFLE not to permit the licensing of NFL Content or
grant certain other rights to certain third parties specified in the
Agreement, as set forth in Section 3 (the "Internet Exclusivity
Rights");
(4) certain rights relating to the Member Club Websites included in the NFL
Internet Network, as set forth in Section 4 (the "NFL Internet Network
Rights");
(5) the rights to produce and use the Marks in connection with, certain
interactive Fantasy Football Products and other related online fantasy
applications on the NFL Sites, as set forth in Section 5 (the
"Interactive Game Rights");
(6) the rights to use certain NFL Content in the online and offline
promotion of the NFL Sites, as set forth in Section 6 (the "NFL.com
Promotional Rights");
(7) the rights to use certain NFL Content in the online and offline
promotion of AOL and SportsLine products and services, as set forth in
Section 7 (the "NFL Party Sponsorship Rights"); and
(8) limited rights to certain NFL Content on the Websites of SportsLine and
AOL, as set forth in Section 8 (the "Interactive Party Content
Rights"); and
(B) Financial Rights and Obligations.
(1) the obligation to fund the production and hosting of the NFL Sites in
accordance with annual budgets agreed among the Parties, as set forth
in Section 9 (the "Production Expense Funding Obligations");
(2) certain revenue and related rights and associated obligations, in
particular with respect to advertising placement and sponsorship
designations with respect to pre-existing NFLE online contractual
relationships, in each case subject to third party consent rights, as
set forth in Section 10 (the "Backlog Rights");
(3) the rights to sell and derive revenues from the sale of online
advertising and sponsorships arising out of the operation and content
of the NFL Sites as contemplated herein, as set forth in Section 11
(the "Advertising and Sponsorship Sales Rights");
(4) the rights to receive certain amounts generated by NFLE's e-commerce
activities on the NFL Sites subject to certain pre-existing NFLE online
contractual relationships and third party consent rights, as set forth
in Section 12 (the "Online Commerce Rights");
(5) subject to mutually agreed privacy policies, joint rights to exploit
all NFL Sites User Data (as defined herein) for merchandising,
direct-marketing, and other e-commerce purposes in each case, *** as
set forth in Section 13 (the "Database/Direct Marketing Rights");
(6) the rights to receive a portion of the profits generated by NFLE's
exploitation of, and certain blocking rights with respect to, certain
new media rights described herein, as set forth in Section 14 (the
"Emerging Media Rights");
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(7) the obligation to make certain payments and provide certain other
consideration to NFLE for the rights and benefits granted hereunder, as
set forth in Section 15 (the "Rights Fee Obligations"); and
(8) the right of all Parties to participate in certain revenues generated
through the exploitation of the NFL Sites, as set forth in Section 16;
and
(C) Other Rights and Obligations.
(1) certain cross-promotional rights between NFLE and the Interactive
Parties as set forth in Section 17 (the "Party Cross-Promotional
Rights");
(2) ***;
(3) ***;
(4) the rights to receive reporting credit for the NFLE site traffic and
Club site traffic, as set forth in Section 20 (the "Traffic Reporting
Arrangements");
(5) the rights to receive certain hospitality benefits, as set forth in
Section 21 (the "Hospitality Rights"); and
(6) each and all of the other rights and obligations of NFLE and the
Interactive Parties as set forth in this Agreement and not specified
above.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and obligations set forth herein, the receipt and sufficiency of which each are hereby acknowledged, NFLE and the Interactive Parties hereby agree as follows:
1. Hosting and Production Rights and Obligations. NFLE grants to SportsLine the exclusive worldwide right and, subject to the limitations and conditions of the Budget (as defined herein) as contemplated in Section 9 and Section 16 and the Content Plan (as defined herein and attached hereto as Exhibit C), SportsLine accepts and assumes the obligation to design, develop, fund, produce, perform, host, display and distribute online, and maintain, the English language versions of the NFL Sites, all in accordance with the terms of this Agreement.
1.1 Production Requirements.
(a) Production Quality: SportsLine shall ensure that the NFL Sites
shall be of high quality and shall initially be of a quality and technical
sophistication that is at least comparable to the current NFL Sites in
terms of overall appearance, production quality, content and features,
ease of use and innovation. Subject to the Budget, SportsLine shall
periodically update and keep the NFL Sites current *** during the Term (as
defined in Section 24). Without limiting the generality of its
responsibilities under this Section, SportsLine shall, subject to the
Budget as set forth in Section 9:
(i) use commercially reasonable efforts to ensure that the
quality of the NFL Sites is consistent ***;
(ii) ***;
(iii) cause the operation of all pages on the NFL Sites to
conform to the service level and quality commitments with respect to
the operation of the NFL Sites set forth in Exhibit A;
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(iv) use its commercially reasonable efforts to coordinate
with NFLE and NFLE's current production and hosting partner to
ensure a seamless hand-over of production and hosting responsibility
to SportsLine for the NFL Sites, such that any down time and user
impact is minimized; and
(v) cause the Generally Available Sites (as defined below) to
comply with the NFL Terms and Conditions for Usage set forth in
Exhibit Q as such terms may be amended from time to time hereafter,
subject to SportsLine's approval which shall not be unreasonably
withheld or delayed.
(b) Staffing: SportsLine anticipates that staffing requirements will fluctuate throughout the NFL Season and the remainder of the Budget year. To ensure that SportsLine can produce the NFL Sites in accordance with the Content Plan, SportsLine will dedicate *** people who will be responsible for managing the content, editorial, art work, community/chat, audio and video production, multimedia, applications development and other features contemplated to be included on the NFL Sites in accordance with the Content Plan ("Dedicated Personnel"). In addition, SportsLine will hire dedicated NFL Sites management personnel *** (the "NFL Sites Managers"). During each applicable NFL Season, SportsLine will have a minimum of *** Dedicated Personnel and the *** NFL Sites Managers. Beyond these Dedicated Personnel, SportsLine will allocate on an as-needed basis its existing operations staff ("Non-Dedicated Personnel") to ensure that the NFL Sites benefit from the best personnel at SportsLine's disposal and provide expertise in areas including technical system operations, networking, content management systems, automated content processing, initial user interface design, content presentation applications (server- and client-side), sales, sales support services, business development and legal affairs. SportsLine shall ensure that all production staff and personnel possess the requisite professional qualifications, and work experience developing and supporting the technologies and platforms being utilized for the NFL Sites, to ensure the full and timely performance of SportsLine's production obligations hereunder. ***
(c) Subcontracting: SportsLine may outsource certain production obligations for discrete applications on the NFL Sites; subject to the following conditions:
***
(d) Customized AOL Sites: SportsLine shall have the right and obligation to produce the Customized Sites in compliance with the AOL Carriage Terms and this Agreement. The Customized Sites and the Content thereon shall be the Generally Available Sites, subject to the requirement that the Customized Sites comply with the AOL Carriage Terms, including the advertising and transactions standards (the "ATS"), the Commerce Terms, the Operating Standards, the Online Terms, each as attached to the AOL Carriage Terms and subject further to the framing of the pages of the Customized Sites with the AOL Frames. SportsLine agrees that it shall comply with its obligations set forth in the AOL Carriage Terms in connection with the production by SportsLine of the Customized Sites. ***
(e) No Rights to Charge Fees. SportsLine shall not charge any fees, including subscription fees, to end-users for access to any of the NFL Sites or any Content thereon. NFLE shall not have the right to impose subscription or other access fees for any NFL Content appearing on the NFL Sites or any portion thereof other than as provided with respect to Emerging Media Rights pursuant to Section 14 hereof.
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1.2 Site Content, Layout, Development, and Approvals.
(a) Content Plan: SportsLine and NFLE have mutually agreed upon the detailed content plan (the "Content Plan"), attached as Exhibit C hereto, covering the appropriate overall concept and design elements, layouts, branding, content, cross-promotional and other specifications necessary to permit SportsLine to produce and host each and all of the NFL Sites (including WAP pages of NFL.com as provided in the Content Plan).
(b) Revisions to Content Plan: SportsLine shall comply with the approved Content Plan and shall ensure that all design elements, layouts, branding, editorial material, graphics, trademarks, logos and other Content (collectively, the "Site Elements") are inserted and hosted on the NFL Sites in accordance with the Content Plan. The Content Plan shall be updated and revised from time to time as may be reasonably requested by SportsLine or NFLE and subject to Section 9. NFLE shall have the right, in consultation with AOL and SportsLine, to require SportsLine, subject to the Budget and Section 9.6, to undertake major updates or revisions (e.g., redesign of the layouts or substantial redeployment of Content elements or features) of the Content Plan, but not more than once per NFL Season (and in all events prior to May 15 preceding the applicable NFL Season) unless SportsLine otherwise consents, which consent shall not be unreasonably withheld or delayed. SportsLine shall submit any proposed format or overall content changes to NFLE for its prior approval in the form of an update to the Content Plan.
(c) NFLE Approval and Removal Authority: The Parties acknowledge and agree that NFLE has and shall retain during the Term the absolute and final editorial control and authority, and rights of pre-approval, in each case in its sole discretion, over the Site Elements included in the Content Plan and/or displayed on the NFL Sites. In addition to NFLE's rights with respect to advertising and sponsorship set forth below, NFLE has the right to require SportsLine to remove from any NFL Site, immediately (or as soon as technologically feasible without causing material interference with the overall display, hosting, operation and performance of the NFL Sites):
(i) any Site Elements that were not previously approved as part of a
Content Plan (including, for the avoidance of doubt, any individual or
detailed Site Elements not expressly contemplated in the Content Plan);
(ii) any Site Elements previously and specifically approved as part
of a Content Plan the display of which the NFL subsequently determines ***
would be detrimental to or inconsistent with the image or reputation of
the NFL or professional football; or
(iii) any Site Elements that NFLE *** determines would: (A) violate
applicable law or the privacy or intellectual property rights of any third
party; or (B) be libelous or defamatory.
Without limiting the ultimate authority of NFLE to require the removal of such Site Elements, NFLE shall: (x) consider but shall in no circumstances be obligated to comply with the reasonable requests by the Interactive Parties for the temporary continued display and hosting of any such Site Elements or for an equitable adjustment thereof to the Interactive Parties, taking into consideration the circumstances and harm arising from the continued production, distribution and display of any such previously approved Site Element (as such harm is perceived by NFLE in its sole but good faith discretion); and (y) consider the impact on the Parties' obligations or any advertiser or sponsor of any of the NFL Sites in requiring the removal of a previously approved Site Element pursuant to clause (ii) above. In the case of advertisements sold by the Interactive Parties which were, at the time they were sold or committed to, permitted under the applicable ATS and not otherwise prohibited under clause (ii) above, but which NFLE subsequently requires be removed pursuant to such clause (ii), NFLE shall pay in cash to SportsLine, on behalf of the Interactive Parties, as Gross Revenues the remainder of the sums due under
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the agreements for such advertisements as Gross Revenues; provided that the underlying agreements for such advertising have terms of *** and contains a termination right for such Interactive Party on not more than *** days notice. For the avoidance of doubt, the Interactive Parties acknowledge that the failure by SportsLine to comply with the take-down provisions of this Section 1.2 shall constitute a material breach of this Agreement.
(d) Approval Process: NFLE and the Interactive Parties shall develop a reasonable and appropriate consultative process to facilitate the development and preliminary review of each of the seasonal updates of the Content Plan and the associated editorial strategy, in each case prior to their submission to NFLE for final approval. AOL's right to consultation shall relate to the implementation of plans or editorial strategies which affect AOL's revenue sharing rights provided for herein. The process shall, at a minimum, require that SportsLine submit the overall content plans, advertising campaigns and layout proposals for the NFL Sites to NFLE for pre-approval prior to final development. Approvals of the final proposed seasonal updates to the Content Plan, including editorial strategy and Site Elements, shall be managed according to reasonable timelines agreed among the Parties. Without limiting the generality of the foregoing, unless otherwise mutually agreed by the Parties, NFLE shall use its commercially reasonable efforts to respond to proposals from SportsLine (i) regarding seasonal updates or other material revisions to the Content Plan and associated Site Elements within *** business days and (ii) regarding revisions to specific or individual Site Elements, within *** business days to proposals regarding revisions to specific or individual Site Elements, in each case providing in reasonable detail the basis for such non-approval. NFLE acknowledges that SportsLine may in certain circumstances have a legitimate commercial need to obtain more prompt approvals with respect to the Site Elements, and NFLE shall use its commercially reasonable efforts to respond to such urgent requests during the same business day. The Parties shall develop and agree upon guidelines for a review and revision process for any Content Plan updates and/or Site Elements that are not approved by NFLE. The agreed process shall require NFLE to use its commercially reasonable efforts to respond promptly to SportsLine's proposed revisions to the Content Plan or Site Elements. Within *** days after the execution of this Agreement, NFLE shall designate *** contacts who have the authority to grant the approvals referred to in this Section 1.2(d). NFLE shall provide written notice to SportsLine if it changes these contacts.
(e) Advertising Prominence: Subject to Section 11 (including without limitation the required compliance with the AOL Carriage Terms in respect of the Customized Sites) and to the production quality standards set forth in Section 1.1(a), SportsLine shall sell and display advertising units on the NFL Sites; provided that ***. The Parties further agree that the NFL Sites shall in no event ***. Notwithstanding the foregoing, the Parties acknowledge that the proposed mock-up of the NFL.com homepage, attached as Exhibit D-1 hereto represents the mutually agreed level of commercialization on the NFL.com homepage, and that advertising and commercialization of such homepage shall not be more prominent or densely presented without the consent of NFLE and SportsLine.
(f) Trademark and Content Guidelines: All NFL-trademarked Content developed by the Interactive Parties, and all uses of NFL Content (including without limitation NFL Contributed Content) by the Interactive Parties pursuant to this Agreement, shall comply with the NFLE trademark and content ownership, usage and approval policies attached as Exhibit E hereto (the "Trademark and Content Guidelines").
(g) Transfer of DNS Administration: During the Term, SportsLine shall be listed as the technical contact and the authoritative DNS servers for all associated domains for the NFL Sites, and NFLE shall, within five (5) business days following the execution of this Agreement, direct the registrar of the domains for the NFL Sites to designate SportsLine as the technical contact and the authoritative DNS for such domains. NFLE shall provide assistance as may be requested by SportsLine in connection with the application process for, and in administering, the NFL Sites domains during the Term.
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1.3 Editorial Strategy.
(a) Complementary Presentation and Editorial Strategy: ***
(b) Co-branded Strategy: SportsLine and NFLE shall develop
complementary editorial strategies on their respective Websites in an
effort to minimize the duplication of the content and editorial offerings
made on the NFL Sites and increase the flow of traffic between the NFL
Sites and the CBS SportsLine Website; provided that the foregoing shall
not obligate AOL to modify, delete, adapt or change in any way any Content
on the AOL Network. ***
The NFL Co-branded Areas shall feature a "look and feel" consistent with
the applicable NFL Sites Look and Feel in terms of framing, layout and
interactivity, and the NFL Co-branded Areas shall be hosted on an NFL.com
domain. Pages in the NFL Co-branded Areas shall be substantially similar
in terms of branding, layout and design to those mock-up pages reproduced
in Exhibit D-2. NFLE and SportsLine acknowledge and agree that the
following are not NFL Co-branded Areas, and, accordingly, not subject to
this Section 1.3(a): ***
(c) Relationship with NFL Broadcast Partners: *** ***
(d) Superbowl.com Site: *** SportsLine and NFLE shall update the
proposed content and promotional program for Superbowl.com each year.
SportsLine and NFLE shall negotiate in good faith and use their
commercially reasonable efforts to agree to a jointly-developed content,
co-branding and promotional plan with the broadcast partner for each
Superbowl during the Term.
(e) AOL Superbowl Information: ***
(f) CBS Superbowl Information: CBS agrees that it shall not create a
separately identifiable Website providing coverage of the Super Bowl, and
that the homepage of any CBS Sports or other CBS area related to the
Superbowl shall feature prominent links to Superbowl.com (and may also
incidentally contain links to other CBS Content relating to the
Superbowl). Nothing in the preceding sentence prohibits CBS from having
Content regarding the Superbowl on the CBS.com Website or its online
network.
1.4 Domains. SportsLine shall cause NFL.com, Superbowl.com, NFLEurope.com and Playfootball.com to be accessible via the Internet at the following domains and associated URLs: nfl.com, superbowl.com, nfleurope.com and playfootball.com, respectively (such domains and associated URLs together with other domains and URLs owned or otherwise used by the NFL shall be referred to as the "NFL Domains"). Subject to the terms and conditions of this Agreement, NFLE grants to SportsLine, solely during the Term, the right to use the NFL Domains currently used for NFL.com, Superbowl.com, NFLEurope.com and PlayFootball.com solely for the purpose of making the corresponding NFL Sites accessible via the Internet in accordance with this Agreement and in a manner approved by NFLE, such approval not to be unreasonably withheld. NFLE expressly reserves all right to the NFL Domains that are not expressly granted herein. The Interactive Parties shall not register any trademarks, service marks or domains that are similar to the NFL Domains or that include any NFL or NFL Member Club (defined herein) marks or names without NFLE's prior written approval. Upon NFLE's reasonable request upon the termination or expiration of this Agreement, SportsLine shall take all reasonably necessary actions to facilitate NFLE's use of the NFL Domains that were licensed to SportsLine during the Term. For the purposes of this Agreement, "Member Clubs" shall mean the professional football teams currently comprising the NFL together with any other professional football teams admitted as members of the NFL after the Effective Date.
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1.5 Domain Name Operational Language. For purposes of this Section 1.5, the following terms have the following meanings: "Access Code" means each username, password, or other code for access to the Account. "Account" means the account of NFLE (or its applicable affiliate) with the Registrar pertaining to each Domain Name. "Domain Name" means the domain name for each NFL Domain. "Registrar" means the registrar, accredited by the Internet Corporation for Assigned Names and Numbers or its successor, with which each Domain Name is registered. "Technical Contact" means the Technical Contact for each Domain Name as defined by, and registered with, the Registrar.
Except with advance written authorization by NFLE, SportsLine shall not change any Access Code, change any record of the Registrar relating to any Domain Name or Account, transfer registration of any Domain Name to any other domain name registrar, or register any Domain Name or any confusingly similar domain name with any registrar anywhere in the world. If, with advance written authorization by NFLE, SportsLine changes any Access Code, SportsLine contemporaneously shall provide NFLE with the changed Access Code. Under no circumstance shall SportsLine identify itself to the Registrar or any other person as the owner of any Domain Name. When NFLE designates SportsLine as Technical Contact for the Domain Names pursuant to Section 1.2(g), SportsLine, at its expense, shall provide all reasonable assistance and cooperation requested by NFLE in transferring the responsibilities of Technical Contact from SportsLine's predecessor as Technical Contact to SportsLine and from SportsLine to a successor Technical Contact, if any, designated by NFLE. If NFLE so requests, SportsLine immediately shall surrender access to any Account and shall cooperate with NFLE at SportsLine's expense in removing SportsLine as Technical Contact for any Domain Name.
2. License to NFLE Contributed Content for Production, Hosting and Display.
2.1 License Grant. Subject to the terms and conditions of this Agreement, NFLE grants to SportsLine in respect of the NFL Sites *** a worldwide, non-transferable limited purpose (as set forth below) license to display, distribute, host, modify (except as set forth in Exhibit E), perform, reproduce, store, transmit, and otherwise use, solely during the Term (except as otherwise expressly provided herein) and solely in the field of use specified in Section 2.2 and, with respect to SportsLine, solely for the purpose of performing its obligations hereunder, the NFL Sites, elements of NFL Content and associated intellectual property rights specified in this Section 2 (such NFL Content and associated intellectual property rights as more specifically defined in Section 2.4 hereof, the "NFL Contributed Content"). The licenses granted pursuant to this Section 2.1 shall be exclusive as and to the extent provided in Section 2.2 hereof. Notwithstanding the foregoing, SportsLine shall not modify in any substantive way (as opposed to technical formatting necessary for display) any NFL Contributed Content without NFLE's prior written approval. ***
2.2 No Rights to Sublicense. Except as otherwise expressly provided herein or as NFLE may otherwise agree in writing, the license rights granted under this Section 2 do not include any right to sublicense the NFL Contributed Content or any portion thereof, ***
2.3 Exclusivity and Field of Use. SportsLine hereby agrees that the field of use for which NFLE is granting license rights pursuant to this Section 2.2 is limited to, and that the NFL Sites and the NFL Contributed Content shall accordingly be used by SportsLine pursuant to the license granted under this Section 2, only for purposes of the production, hosting, and online display and distribution of the NFL Sites as contemplated in Section 1 in the English language. *** The grant of such license rights to NFL Contributed Content does not constitute a transfer of ownership or other rights or title to or interest in such NFL Contributed Content, and none of SportsLine, AOL (or any AOL Member) or CBS shall have any rights of use in or ownership of such NFL Contributed Content except as expressly provided in this Agreement.
2.4 Definition and Scope of NFL Contributed Content. The NFL Contributed Content Rights granted to SportsLine (and to AOL in respect of the Customized Sites) shall consist of the license rights granted in Section 2.1 hereof to the following types of Content and branding to be displayed on NFL Sites in accordance with the
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Content Plan, and NFLE agrees that such NFL Contributed Content (other than streaming audio as set forth below) shall in no event consist of a less comprehensive package of Content than the level of NFL Contributed Content displayed on the NFL Sites during the most recent year prior to the date of this Agreement:
(a) Real-time scoring;
(b) Statistics;
(c) Still photo highlights;
(d) Streaming audio (subject to NFLE obtaining the rights therefor
on commercially reasonable terms from any third party holding such rights
and failing which NFLE shall work in good faith with the Interactive
Parties to provide other Content of a reasonably comparable value);
(e) Graphics;
(f) Text;
(g) Subject to Section 2.5, mutually agreed level of streaming video
programming and/or archived video content, but in no event less than the
level of NFL Contributed Content displayed on the NFL Sites during the
most recent year prior to the Effective Date;
(h) the Marks; and
(i) Such other available NFL Content developed by NFLE and its
affiliates from time to time, as may be mutually agreed in writing by NFLE
and SportsLine to be included among the NFL Contributed Content.
2.5 NFL Contributed Content Exclusions. In no event does the term NFL Contributed Content include the television or other video system broadcast, transmission, retransmission or other distribution of (i) a compressed version of an NFL game (meaning a version displaying primary playing time compressed in a shorter format); (ii) a complete NFL football game; or (iii) any portion of any NFL game at any time during the applicable blackout window for such game under NFLE's existing or future television contracts (any such video broadcast, transmission, retransmission or other distribution of a game (or portion thereof during a blackout window) is collectively referred to as an "NFL Game"). Under no circumstances is any Interactive Party granted pursuant to this Agreement any rights across any distribution platform in respect of an NFL Game.
2.6 Facilitation of SportsLine Content Development. NFLE shall procure reasonable access for SportsLine news and editorial personnel to NFL players, coaches and League-level personnel, for purposes of interviews, online chats, and other access as outlined and approved in the Content Plan or as otherwise may be approved by NFLE. NFLE shall be responsible for the costs and expenses of fulfilling its responsibilities under this Section 2.6 (e.g., payment of appearance fees); provided that NFLE shall not be responsible for any expenses of the Interactive Parties incurred in utilizing the access provided by NFLE (e.g., travel or other costs related to credentialed access to NFL Games) but such expenses may be recovered by SportsLine to the extent as provided in the Budget. For the avoidance of doubt, any Content or other materials produced as a result of NFLE's performance of its obligations under this Section 2.6 shall be deemed to be NFL Contributed Content.
2.7 NFLE Obligation to Produce and Deliver Certain NFL Contributed Content. NFLE shall procure at its own expense, and produce and deliver to SportsLine for insertion on the NFL Sites, the NFL Contributed Content specified in Exhibit G attached hereto. The NFL Contributed Content to be delivered to SportsLine by NFLE shall be delivered in mutually agreed formats suitable for insertion on the NFL Sites. Except as provided
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in this Section 2.7, NFLE shall be under no obligation to produce, format, program, edit or otherwise prepare any other NFL Contributed Content for delivery to SportsLine in connection with the display of NFL Contributed Content on the NFL Sites. With respect to any NFL Contributed Content to which SportsLine has rights hereunder but for which NFLE has no affirmative obligation to produce or deliver such NFL Contributed Content under this Section 2.7, NFLE shall provide its reasonable assistance to SportsLine in securing such NFL Contributed Content as contemplated in the Content Plan, and SportsLine shall include the cost of acquiring, producing, formatting, programming and otherwise editing such NFL Contributed Content in its Budget.
2.8 Other Editorial Support. NFLE shall provide to SportsLine a level of editorial support (e.g., Content, personnel, etc.) consistent with the level of editorial support provided by NFLE with respect to the NFL Sites in the most recent prior year to the date of this Agreement.
2.9 Rights Concerning Certain Potential Television Programming.
(a) ***
(b) ***
(c) ***
3. Exclusivity.
3.1 Grant of Exclusivity. Subject to the limitations set forth below and in Sections 3.3 and 3.4 hereof, NFLE agrees for the benefit of the Interactive Parties not to use, license or otherwise grant rights to ...
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