Letter Agreement Regarding the Production, Delivery and Exhibition of the World Poker Tour television show
Category: 270 Legal Recent Posts, Entertainment Agreements, Production
Gentlemen:
The following will confirm the terms of the agreement between Game Show Network, LLC (“GSN”) and WPT Enterprises, Inc. (“WPT, Inc.”) in connection with production, delivery and exhibition of the World Poker Tour television episodes (“Program”).
1. CONDITION PRECEDENT: GSN is informed that WPT, Inc. is party to an agreement with Travel Channel (or a related entity) regarding World Poker Tour programming (the “Travel Agreement”). WPT, Inc. does not intend to breach the Travel Agreement and it represents that entering into this agreement does not breach the Travel Agreement. Such representation is a material term to GSN entering into this agreement.
2. PROGRAM: The Program shall consist of a series of two-hour programs of poker tournaments branded as the “World Poker Tour” (with each “season” being twenty-three episodes) held in various locations and shall be substantially similar in format, production value and all other production elements to the sample episode of Season 5 of the Program provided to GSN. For purpose of clarity, the Program shall not cover non-WPT branded poker programming (e.g., the Professional Poker Tour). The production schedule of each season is currently May – April. GSN shall have standard network approval over all material creative elements. GSN hereby licenses, subject to the terms hereof, Season 6 (i.e., the season conducted from approximately May 2007 through April 2008) of the Program. GSN shall have exclusive, consecutive-dependent options (the “Subsequent Season Options”) to order Season 7 and Season 8. Each of the Subsequent Season Options shall be exercisable no later than sixty (60) days following GSN’s initial airing of the first episode of the previous season but no later than March 15 of the applicable year, (the “Option Date”) provided that WPT, Inc. delivers final cuts of the first four episodes no later than December 1 of the calendar year in which they are taped and subsequent episodes are delivered two weeks before their airdates, assuming such airdates occur pursuant to a schedule in which GSN will air the episodes on a once a week basis beginning January 15 of the year following commencement of the WPT “season”. If delivery is later or GSN is contractually prohibited (because of WPT, Inc. contractual obligations with some third party) from airing episodes as early as January 15 ( a “Delay”) and as a result GSN does not air original episodes each week from January 15 through March 15, then the Option Date shall be extended by the number of weeks GSN’s air schedule was delayed. Each Subsequent Season Option hereunder, if exercised in GSN’s sole discretion, may only be exercised by written notice to WPT, Inc. from GSN’s Business Affairs Department.
3. LICENSE FEE: The license fee (“License Fee”) for the license granted herein shall be Three Hundred Thousand Dollars ($300,000) per two hour episode in Season 6, with 5% increases for subsequent seasons, payable upon final delivery of the Program in conformance with the specifications provided by GSN. The following bonus structure shall apply to the License Fee: