SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
_____________________________
Date of report (Date of earliest event reported) August 9, 1999
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PRINCETON VIDEO IMAGE, INC.
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(Exact Name of Registrant as Specified in Charter)
New Jersey 000-23415 22-3062052
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(State or Other Juris- (Commission (I.R.S. Employer
diction of Incorporation) File Number) Identification No.)
15 Princess Road, Lawrenceville, New Jersey 08648
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (609) 912-9400
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(Former Name or Former Address, If Changed Since Last Report)
Item 5. Other Events.
On September 9, 1999 the Registrant issued the following
press release relating to an agreement with CBS Sports, a
division of CBS Corporation:
"CBS AND PRINCETON VIDEO IMAGE SIGN MULTI-YEAR DEAL FOR
INSERTION OF FIRST DOWN LINE IN NFL TELECASTS; AGREEMENT INCLUDES
SUPER BOWL XXXV
"NEW YORK--Sept. 9, 1999--CBS Sports, a division of CBS
Corporation (NYSE: CBS), and Princeton Video Image, Inc. (NASDAQ:
PVII, www.pvi-inc.com), have signed a multi-year agreement under
which CBS Sports will use PVI's technology to insert a Virtual
First Down Line in its national broadcasts of twenty-four
National Football League (NFL) regular season and playoff
football games each season. Beginning with the September 12 game
between the New York Jets and New England Patriots, CBS Sports
will once again use PVI's Live Video Insertion System (L-VIS(TM))
to show viewers the location of the First Down Line while play is
in progress. The First Down Line will appear to TV viewers as a
bright line on the field, making the progress of the game more
clear. Use of the PVI system has been approved by the NFL.
"According to officials from both companies, the multi-year
agreement not only calls for PVI to provide the CBS First Down
Line in regular season and post season AFC games but also
includes Super Bowl XXXV to be seen on CBS in January, 2001. The
agreement also names PVI the exclusive provider of virtual
imaging for college football games on CBS.
"Sean McManus, President of CBS Sports, said 'CBS Sports received
an overwhelmingly positive response to PVI's technology last
season. We look forward to once again working with PVI and to
providing the First Down Line during all national broadcasts this
year.'
_"Dennis Wilkinson, President and Chief Executive Officer of PVI,
said 'We are pleased to extend our productive working
relationship with CBS for the First Down Line in NFL telecasts.
We are gratified that CBS has rewarded our previous year's
performance with a multi-year comprehensive agreement.'
"PVI's imaging system has been used to insert enhancements and
commercial messages in hundreds of live and recorded events
worldwide this year, including NFL preseason and Europe League
games, Major League Baseball games, pro soccer matches,
motorsports races and Thoroughbred horse races. PVI is also the
exclusive provider of virtual advertising for NFL International.
"Princeton Video Image, Inc. has developed and is marketing a
real-time video insertion system that, through patented pattern
recognition technology, places computer-generated electronic
images into television broadcasts of sporting events as well as
other programming. These electronic images range from simple
corporate names and logos to sophisticated 3-D images and
animated effects. PVI has provided video insertion services for
over 1,000 live telecasts worldwide, including broadcasts of
Major League Baseball, National League Football, professional
soccer, motorsports, and other live events. The Company is
headquartered in Lawrenceville, New Jersey, with offices in New
York City and Brussels, with licensees' offices in Mexico City
and Johannesburg.
"Any statements contained in this press release that relate to
future plans, events or performance are forward-looking
statements that involve risks and uncertainties including, but
not limited to, those relating to market acceptance, dependence
on strategic partners and third party sales, contractual
restraints on use of PVI's technology, a rapidly changing
commercial and technological environment, competition, possible
adverse regulations, need for additional financing, intellectual
property rights and litigation, and other risks identified in
PVI's filings with the Securities and Exchange Commission. Actual
results, events or performance may differ materially. PVI
undertakes no obligation to publicly release the result of any
revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof to reflect
the occurrence of unanticipated events.
"# # #"
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
The following Exhibit is furnished in accordance with
the provisions of Item 601 of Regulation S-B.
10.1* Agreement, dated August 9, 1999, between the
Registrant and CBS Sports, a division of CBS
Corporation.
* Confidential treatment has been sought with respect to
certain portions of this document.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Princeton Video Image, Inc.
By: /s/ Lawrence Epstein
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Lawrence Epstein,
Vice President of Finance
and Chief Financial Officer
Date: October 11, 1999
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description of Exhibit
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10.1* Agreement, dated August 9, 1999, between the
Registrant and CBS Sports, a division of CBS
Corporation.
* Confidential treatment has been sought with respect to
certain portions of this document.
<PAGE>
EXHIBIT 10.1
[NOTE: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN
MARKED TO INDICATE THAT CONFIDENTIALITY HAS BEEN
REQUESTED FOR THIS CONFIDENTIAL INFORMATION. THE
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.]
<PAGE>
AGREEMENT made as of this 9th day of August, 1999 by and
between CBS SPORTS, A Division of CBS Broadcasting Inc., 51 West
52nd Street, New York, New York 10019 (herein called "CBS"), and
PRINCETON VIDEO IMAGE, INC., 15 Princess Road, Lawrenceville,
N.J. 08648 (herein called "Contractor").
WITNESSETH:
In consideration of the mutual covenants herein contained,
the parties hereto have agreed and do agree as follows:
1. GENERAL AGREEMENT
(a) Contractor will provide services, using the system it
developed for the real-time insertion of images (herein called
"Electronic Images" or "Electronic Imaging") and its own
proprietary hardware and software system (herein called the "PVI
System"), to insert Electronic Images into the CBS television
broadcasts described in Exhibit I, attached hereto and made apart
hereof, in accordance with the terms and conditions of this
Agreement and the details and specifications set forth in Exhibit
I (the services described here and in Exhibit I are herein called
the "Services"). In the event of any conflict or inconsistency
between any of the terms and conditions contained in this
Agreement and any provisions of or any of the terms and
conditions in Exhibit I, the terms and conditions contained in
this Agreement will govern. Contractor will provide inserts
during all such live broadcasts in up to three (3) camera feeds
for each game and the inserts will at least consist of an
indication of the location of the first down yard marker ("First
Down Line"). Such inserts may include promotional material or
advertising for CBS and others as CBS so elects.
(b) All Services performed by Contractor hereunder shall be
performed in a reasonable and professional manner and in such a
manner so that labor disputes shall be avoided. CBS shall have
the right, at any time and from time to time, by notice given to
Contractor, to suspend Services by Contractor, without any
penalty against CBS, if any performance by Contractor is carried
out in such a manner as will or may cause, in the judgment of
CBS, a strike or other similar labor dispute.
_
Contractor will take all measures to prevent injury and
loss to persons or property located within each location at which
the Services are to be performed hereunder. Contractor will be
responsible and liable for all personal injuries and/or property
damage caused by the performance of Contractor's Services
hereunder and any and all acts and omissions of any of
Contractor's employees.
(d) CBS will be responsible for obtaining all rights and
permissions from the National Football League ("NFL") required to
enable Contractor to provide the Services. CBS has obtained the
required permissions and approval from the NFL to enable
Contractor to provide the Services.
(e) To enable Contractor to provide its services, CBS will
provide Contractor reasonable advance access to all games, access
to game television production sites and the cooperation of those
broadcasting the games. No persons other than Contractor's
personnel shall have access to PVI Systems without Contractor's
written consent. CBS will make its agents and vendors aware of
this requirement.
<PAGE>
2. ADDITIONAL APPLICATIONS
(a) Contractor will work with CBS to identify applications
for Electronic Image advertising and enhancements for use in
college football game broadcasts. Contractor will cooperate with
CBS to identify advertisers for any such applications. If CBS
elects to include such advertising and/or enhancements in such
college football games, and to the extent that advertisers
acceptable to CBS can be identified by Contractor, CBS will be
solely responsible for negotiating arrangements with such
advertisers for their participation in Electronic Image
advertising utilizing the PVI System. CBS shall be under no
obligation to use the Electronic Images in any college game
broadcast. If Electronic Imaging is used in college football
game broadcasts, Contractor will be the sole supplier of such
services.
(b) Contractor and CBS will explore other applications of
Contractor's technology for other sporting events, either as a
stand alone sale or integrated with another CBS commercial
offering. Contractor and CBS will mutually agree on the specific
services to be provided, if any, including image location,
content and appearance of Electronic Imaging.
If CBS has an interest in utilizing new electronic
image insertion technology, in using electronic image insertion
technology for other sports or if CBS wishes to use the PVI
System or other electronic image insertion technology for more
than the number of NFL games a season set forth in Exhibit I, CBS
will notify Contractor of such interest and negotiate in good
faith with Contractor for Contractor to provide such services to
CBS. If CBS and Contractor are unable to reach an agreement on
the terms and conditions for such other use of electronic image
insertion technology, CBS will be free to contract with a third
party to provide such services.
3. PAYMENT
(a) For the performance of all of Contractor's obligations
hereunder, with respect to the unsponsored First Down Line
Services, and all rights granted herein, CBS shall pay Contractor
as follows: [CONFIDENTIAL TREATMENT REQUESTED]
Thirty (30) days after the receipt of a monthly invoice for the
per game fee times the number of NFL games broadcast by CBS
during said month.
<PAGE>
(b) All applicable local sales and compensating use taxes,
applicable to transactions hereunder, shall be borne by CBS;
provided, however, CBS, shall not be liable for any tax, however
designated, based upon the income of Contractor
Contractor represents, as of the date of this
Agreement, that the prices charged for the Services to CBS
hereunder, are based upon negotiations conducted in good faith
and that the effect of this Agreement will not be to prefer CBS
over any other customer of similar services.
(d) Contractor does not warrant that Contractor will be
able to provide uninterrupted or error free Service to CBS for
any game broadcast utilizing the PVI System; provided, however,
Contractor will use its best efforts to correct the problem
causing the error as soon as practicable. If Contractor is
unable to provide the PVI System for any game on Exhibit I or if
during any game the PVI System does not function properly, the
total sum due hereunder will be reduced pro rata.
(e) If any PVI System Services are provided by Contractor
for additional applications of the System pursuant to paragraph 2
of this Agreement, [CONFIDENTIAL TREATMENT REQUESTED].
(f) Contractor is responsible for all costs and expenses
including, without limitation, the travel, airfare, hotel and per
diem expenses for all personnel provided by PVI to operate the
System for each NFL game.
(g) If CBS wants the inserts to be provided pursuant to
subparagraph 1(a) to include advertising materials, Contractor
and CBS will negotiate in good faith an additional per game fee
to be paid by CBS for the inclusion of such material. Said per
game fee will be paid [CONFIDENTIAL TREATMENT REQUESTED].
4. TERM
(a) The term of this Agreement shall commence on August 6,
1999 and shall continue, unless sooner terminated [CONFIDENTIAL
TREATMENT REQUESTED] (herein called the "Term").
(b) CBS shall have the right to terminate this Agreement
effective at the end of an NFL season if the quality of the
Services did not meet the level of the Services provided to CBS
by Contractor for the 1998 NFL season and/or if the Services did
not meet the specifications set forth in Exhibit I and, after
notice from CBS of the below standard quality of Services,
Contractor failed to improve the quality of Service during the
applicable NFL season. In the event that this Agreement is
terminated pursuant to this paragraph, CBS shall pay Contractor,
subject to deductions for any claims CBS may have against
Contractor hereunder, for Services satisfactorily performed or
furnished by Contractor prior to the date of termination, which
payment will completely discharge all of CBS's obligations
hereunder.
<PAGE>
5. AMENDMENTS
Any and all changes, modifications, additions or
amendments to this Agreement including, but not limited to,
changes in the Term, Warranties and Indemnification provisions
must be in writing and executed by an authorized representative
of both CBS and Contractor. Any other attempted change,
modification, addition or amendment will be null and void and of
no force or effect.
6. WARRANTIES
(a) Contractor represents and warrants: (i) that Contractor
has and will continue to have the right and power to enter into
and fully perform this Agreement; (ii) that Contractor has all
necessary patent, copyright and other intellectual property
rights which are necessary to enter into this Agreement and
provide such Services making use of the PVI System; (iii) that
Contractor's performance hereunder shall not violate or infringe
upon the rights of any person, firm or corporation; (iv) that in
the performance of this Agreement it will not be necessary to,
and Contractor will not, reveal to any third party any secrets or
any other information of any nature whatsoever received or held
by Contractor in confidence, except as otherwise provided herein;
(v) that any Services rendered to CBS in accordance with the
terms of the Agreement shall be performed in a professional
manner by qualified personnel, trained to perform all of the
Services required hereunder; and (vi) that Contractor's personnel
will comply with CBS's rules, policies and regulations at all
times while performing the Services hereunder.
(b) Contractor further warrants and represents that at
Contractor's sole cost and expense Contractor will:
(i) comply with all applicable laws,
ordinances, rules and regulations;
(ii) take all reasonable measures to prevent
injury and loss to persons or property;
(iii) perform the Services within the space
assigned without interfering with the work of CBS
employees or other contractors;
(iv) be responsible for all damages to
persons or property occurring in connection with the
Services, except as provided in subdivision 6.(c)(iii).
CBS warrants and represents (i) that CBS has and will
continue to have the right and power to enter into and fully perform
this Agreement; (ii) that in the performance of this Agreement it will
not be necessary to, and CBS will not, reveal to any third party any
secrets or any other information of any nature whatsoever received or
held by CBS in confidence, except as otherwise provided herein; and
(iii) that CBS will be responsible for the content or appearance of
the Electronic Images CBS has requested or approved.
7. FORCE MAJEURE
(a) In the event that Contractor's timely performance of any of
Contractor's obligations hereunder becomes impossible because of any
cause relating to war or national
<PAGE>
defense or government regulation, law or order, fire, earthquake, act
of God or calamity beyond the control, fault or negligence of
Contractor, Contractor will promptly notify CBS thereof in writing and
CBS will have the right, exercisable by notice given to Contractor
within thirty (30) days, after the receipt of any such notice from
Contractor, to terminate this Agreement forthwith. Any such
termination will be without any further obligation or liability of CBS
whatsoever with respect to any portion of this Agreement not yet
performed and Contractor shall return to CBS any payments made by CBS
hereunder attributable thereto; provided, however, that CBS will pay
to Contractor the applicable Payment for Contractor's satisfactory
performance of Services prior to the termination of this Agreement;
provided, further however, that if CBS does not terminate this
Agreement as to the Services within the aforesaid thirty (30) day
period, Contractor shall have the right to give CBS further notice
that Contractor is either suspending its performance hereunder pending
the removal by Contractor of the cause of the delay, or canceling the
remainder of Contractor's obligations pursuant to this Agreement,
without liability other than the aforesaid return of payments made by
CBS applicable to the unperformed Services.
(b) Notwithstanding anything to the contrary elsewhere in the
Agreement, as long as the performance of the Services can be safely
performed, Contractor will perform Contractor's obligations under the
Agreement, even if there is an event of Force Majeure, or in the event
that any labor organization (union) engages in a strike, work stoppage
or picketing at CBS's premises, at Contractor's premises or at the
premises of another employer in a location where Contractor may
perform the Services for CBS. Contractor will continue to perform the
Services for CBS and will cross any picket lines, if necessary, to
enter a location where Contractor's Services for CBS are required or
requested.
8. INDEMNIFICATION
Contractor will at all times, notwithstanding the fulfillment of
Contractor's obligations hereunder or of any termination of this
Agreement, indemnify and hold harmless CBS, CBS's subsidiary and
affiliated corporations, licensees, assignees, or transferees and the
directors, officers, employees and agents thereof, from and against
any and all claims, damages, liabilities, costs and expenses,
including, but not limited to, legal expenses and reasonable
attorney's fees caused by arising out of :
(i) any breach by Contractor of any
covenant, warranty, or representation made by
Contractor herein; or
(ii) the performance or nonperformance by
Contractor, or Contractor's employees and agents
of Contractor's obligation hereunder resulting in
personal injury, bodily injury (including death)
or tangible property damage; or
(iii) Contractor will at all times,
notwithstanding the fulfillment of Contractor's
obligations hereunder or any termination of this
Agreement for cause, indemnify and hold harmless
CBS, CBS's subsidiaries and affiliated
corporations, licensees, assignees, or
transferees, and the directors, officers,
employees and agents thereof, from and against any
and all claims, damages, liabilities, costs and
expenses, including reasonable attorneys' fees,
caused by or arising out of (i) any breach by
Contractor of any covenant, warranty, or
<PAGE>
representation made by Contractor herein, (ii) the
performance of Contractor obligations hereunder,
(iii) any use by CBS of the PVI System, including,
but not limited to, any claim or allegation that
the PVI System or any component thereof directly
or otherwise infringes any right(s) of any patent,
copyright or other intellectual property right.
Without limiting the generality of the foregoing,
Contractor shall satisfy any final judgment or
decree which may be entered against CBS or any of
the other indemnitees listed above, on account of
any such claim or allegation and any and all costs
and expenses, including reasonable attorney's
fees, incurred by CBS in assisting Contractor in
the defense of any such claim, suit, or
proceeding. CBS shall give Contractor prompt
notice of any such claim or allegation and
Contractor shall take over and conduct the defense
thereof.
9. INSURANCE
(a) Contractor will obtain and maintain in force, at its
expense, at all times during the term of this Agreement, with an
insurance carrier acceptable to CBS, insurance coverage as follows:
(i) Workers Compensation Insurance coverage,
as required by law, including Employer's Liability
Insurance having a limit of ONE MILLION DOLLARS
($1,000,000.00), covering all persons employed by
Contractor in connection with this Agreement;
(ii) Commercial General Liability Insurance
in the full amount of Contractor's policy or policies,
however, in no event shall the limits of such coverage
be less than FIVE MILLION DOLLARS ($5,000,000.00)
combined single limit and in the aggregate. Such
liability policy or policies shall include the
following types of coverage: Contractual Liability,
Products and/or Completed Operations Liability and
shall cover Contractor and CBS, for loss due to
negligence by Contractor's employees, agents,
subcontractors and representatives;
(iii) If vehicles are used in connection with
the delivery and/or installation obligations of
Contractor hereunder, Commercial Automobile Liability
Insurance including coverage for owned, hired and non-owned vehicles
with a combined single limit of $1,000,000 per occurrence for
bodily injury, personal injury (including death) and property damage.
(b) Upon execution of this Agreement, Contractor will provide to
CBS's Contract Administrator, Corporate Sourcing & Logistics
Department either the policies of insurance or certificates evidencing
all the insurance required to be carried by Contractor hereunder, has
in fact been obtained, that said policies cover the contractual
obligations of Contractor to CBS under this Agreement, and that the
insurance carrier or carriers are obligated to provide CBS with
reasonable days prior written notice of any modification adverse to
CBS's interest or termination of such insurance during the term of the
Agreement. Each such policy (excluding Workers Compensation
Insurance) will include CBS as an additional insured, as their
interests may appear, and will include an endorsement indicating that
the coverage provided thereunder shall be primary and that any
insurance in force for or in the name of CBS shall be in excess and
non-contributing. Nothing in this paragraph shall in any way limit or
qualify or be deemed to limit or qualify Contractor's obligation
hereunder.
<PAGE>
10. INDEPENDENT OPERATION
Nothing herein contained shall create or be deemed to create any
association, partnership, joint venture, the relation of principal and
agent or employer and employee between the parties hereto, it being
understood that Contractor will perform all of its obligations
hereunder as an independent contractor. Contractor will discharge all
liabilities and obligations required of Contractor, by law or
otherwise, as an employer with regard to its employees. No acts
performed or words spoken by Contractor with respect to any third
party shall be binding upon CBS. Any and all obligations incurred by
Contractor in connection with the performance of any of its
obligations hereunder will be solely at Contractor's own risk and CBS
shall not be obligated, in any way, therefor.
11. OWNERSHIP OF MATERIALS
(a) Subject to the provisions of subparagraph 11(d), any
reports, documents or other materials produced for CBS in connection
with the performance of the Services performed by Contractor hereunder
including, specifically, the depiction of Electronic Images as part of
CBS television broadcasts (herein called "Materials") shall be the
sole and absolute property of CBS for any and all purposes whatsoever
and may be used by throughout the world in perpetuity without
limitation or restriction, and Contractor agrees that it does not
have, and will not claim to have, either under this Agreement or
otherwise, any right, title or interest of any kind or nature
whatsoever in or to such materials.
(b) The Materials created, developed or furnished to CBS by
Contractor hereunder (whether alone or in conjunction with any other
person or entity) shall be deemed to be provided to CBS as "Work Made
for Hire" as such term is defined in the United States Copyright Act
of 1976 and understood and interpreted pursuant to the copyright laws
of the United States and CBS shall be deemed to be the copyright owner
of such Materials. Contractor at CBS's request will execute such
further instruments as CBS may from time to time request to evidence,
establish, maintain, or defend CBS's copyrights, rights, title or
interest in and to the Materials or effectuate the purposes of this
Agreement, including, without limitation, execution of a short-form
assignment covering CBS's acquisition of the rights in the Materials,
which documents shall be in form satisfactory to CBS, and, as the case
may be, suitable for recordation in the United States Copyright
Office.
If the provisions of subparagraph (b) hereof do not apply to
the Materials created or furnished hereunder and to the extent such
Materials created or furnished by Contractor hereunder is protectible
and capable of ownership at law or equity, Contractor hereby assigns,
conveys and transfers over to CBS all right, title and interest,
including all copyrights, that it may have in the Materials.
(d) Notwithstanding the other provisions of this paragraph 11,
CBS acknowledges that it does not have nor will it gain any right,
title or other proprietary interest in any of the following:
<PAGE>
(i) any of Contractor's patents, patent
rights, copyrights, trademarks, trade
names, service marks, trade secrets and
confidential or proprietary information
relating to the PVI System; or
(ii) any of Contractor's or any third party's
copyright, trademark or other
proprietary rights in or to any
individual images or elements contained
in any Electronic Images (provided,
however, that any image or element that
Contractor creates at the express
request and direction of CBS shall be
owned by CBS; or
(iii) the concept or idea of inserting
Electronic Images, or inserting any
specific image or element contained in
any Electronic Images, into television
broadcasts; or
(iv) any particular method, manner, location
or timing of inserting Electronic Images
into television broadcasts that
Contractor uses in performing services
under this Agreement.
12. CREDIT
CBS will provide Contractor an appropriate, in CBS's sole
discretion, on screen credit at the conclusion of each broadcast in
which Contractor provides the Services.
13. PUBLICITY AND ADVERTISING
Contractor will not, in any way or in any form, publicize or
advertise, in any manner, the fact that Contractor is providing any of
the Services hereunder to CBS or any of CBS's subsidiary and/or
affiliated corporations without the express prior written approval of
CBS for each item of advertising or publicity except to the extent PVI
is required to do so by law. The foregoing prohibitions will include,
but shall not be limited to, news releases, letters, correspondence,
literature, promotional materials, or displays of any nature or form.
Any violation of this paragraph shall be deemed to be a material
breach of this Agreement. Each request for approval hereunder shall
be submitted in writing to the Senior Vice President Operations CBS
Sports or his designee and approval, in each instance, shall be
effective only if in writing and signed by said Vice President or his
designee. Contractor may, as long as CBS remains a client of
Contractor, orally inform its potential clients that CBS is among its
clients, may include CBS on written lists of Contractor's clients
which Contractor may furnish to potential clients only and with prior
written approval of CBS and the NFL use brief videotape excerpts of
the broadcasts listed on Exhibit I for sales promotion purposes.
14. GENERAL PROVISIONS
(a) The titles of the paragraphs of this Agreement are for
convenience only and shall not, in any way, affect the interpretation
of any paragraph of this Agreement or the Agreement itself.
<PAGE>
(b) A waiver, by either party, to any of the terms and
conditions of this Agreement, in any instance, shall not be deemed or
construed to be a waiver of such term or condition for the future or
of any subsequent breach thereof. All remedies, rights, undertakings,
obligations, and agreements contained in this Agreement shall be
cumulative and none of them shall be in limitation of any other
remedy, right, undertaking, obligation, or agreement of either party.
Contractor may not assign any rights or obligations under
this Agreement, in whole or in part, except with prior written consent
of CBS, which consent may be given or withheld in CBS's sole and
absolute discretion and any attempted assignment of any rights or
obligations under this Agreement shall be null and void and of no
force or effect.
(d) Unless otherwise specifically provided elsewhere herein, all
notices required to be given hereunder, will be given in writing,
either by personal delivery, by mail, by facsimile, or by telegraph
(but not by "collect" telegram) if to Contractor, at the address
hereinabove set forth; if to CBS, at 51 West 52 Street, New York, New
York 10019, c/o Senior Vice President Operations, CBS Sports or his
designee; or such other address as may be hereafter designated in
writing by either party. Except as may otherwise expressly be
provided elsewhere herein, notice by mail shall be deemed given on the
date of mailing thereof; notice given by facsimile shall be deemed
given upon the receipt of such facsimile; and notice given by telegram
shall be deemed given upon delivery of such telegram to a telegraph
office.
(e) This Agreement has been entered in the State of New York,
and the validity, interpretation and legal effect of this Agreement
shall be governed by the laws of the State of New York applicable to
contracts entered into and performed entirely within the State of New
York, with respect to the determination of any claim, dispute or
disagreement, which may arise out of the interpretation, performance,
or breach of this Agreement.
(f) CBS Inc. is an equal opportunity employer and is a federal
contractor that maintains an affirmative action program.
Consequently, the parties agree that they will comply with Executive
Order 11246 as amended, the Vietnam-Era Veteran's Readjustment Act of
1974 as amended, and the Rehabilitation Act of 1973 as amended, and
the Equal Opportunity Clauses contained in the implementing
regulations (41 CFR 60-1.4; 41 CFR 60-250.4; 41 CFR 741-4), and also
agree that these laws are incorporated herein by this reference.
(g) If any provisions of this Agreement, as applied to either
party or to any circumstance, shall be adjudged by a court to be null
and void or unenforceable, the same shall in no way affect any other
provision of this Agreement, the application of such provision in any
other circumstance, or the validity or enforceability of this
Agreement.
(h) This Agreement constitutes the entire agreement between CBS
and Contractor with respect to the subject matter herein contained and
this Agreement cannot be changed or terminated orally.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be
executed as of the date first above written.
PRINCETON VIDEO IMAGE, INC CBS SPORTS
A Division Of CBS Broadcasting Inc.
LAWRENCE L. EPSTEIN /s/ Ken Aagaard
By________________________ By_____________________
/s/ Lawrence L. Epstein Ken Aagaard
Name______________________ Name___________________
VP/CFO SR VP, CBS SPORTS
Title_____________________ Title__________________
<PAGE>
EXHIBIT I
Attached to and hereby made a part of the Agreement dated as of
August 9, 1999,
by and between CBS SPORTS, A Division of CBS Broadcasting Inc.,
and PRINCETON VIDEO IMAGE, INC.
24 regular and post season games, plus the 2001 Super Bowl
The 24 game schedule would be for [CONFIDENTIAL TREATMENT
REQUESTED] "A" regional games with the "A" truck NEP SS12. In
addition, we would work on [CONFIDENTIAL TREATMENT REQUESTED],
some of which would be with other trucks. Some weeks would
require two crews such as the playoff weekend in January,
Thanksgiving week and the weekends of the national games in
December.
For the Super Bowl of the 2000 NFL Season in January 2001, PVI
will work with CBS to develop unique program enhancements, the
fee for implementation of which will be determined jointly at
that time.
PVI processors and computer control units will be integrated in
the CBS "A" game mobile unit "graphics truck". Mobile unit to
provide digital signals for processing and PVI to feed back
digital signal with line inserted. All other audio and video
equipment and processing will be provided as integrated
service from the mobile unit as it is with other equipment
such as tape and graphics.
PVI will supply technical crew to operate the three upstream
systems.
PVI will supply all sensor equipment for the cameras including
Vinten Pan heads.
CBS will provide spotter/production person to supply the first
down location information. PVI will train.
CBS will provide Matthews or equivalent stable and sturdy tripods
(PVI supplied at some locations in 1998).
Engineering Detail of Items Supplied by each Party
PVI CBS
LVIS Processor Director's hot mic-Camera PL
Camera PC's ISO capability on camera PL.
Camera to PVI
Control PC's Intercom panel for all truck
communications
Connection panel as agreed with Video monitors Program and
CBS engineering Cameras
Serial 601 from CCU
Video monitors for LVIS Preview SYNC
Serial to parallel conversion Serial return is distributed
PC for control of line placement by truck to tape,
monitors and switcher any
conversions done by
mobile unit
Monitor for system output to MU PVI return feed to each camera
return monitor
PVI supplies list of cabled Pre-run cable @ stadiums,
stadiums PVI supplies cable
Audio delay units, if required to List of stadium to do &
be installed by CBS in Mobile schedule
Units Program Audio Monitor
CBS sends and receives serial
601
PVI provides NO composite
return to truck
CBS supplies ALL CABLE except
PVI provides processor
interact cables and
special cables between
camera processor and lens
Spotter
Lenses supplied prior to
season for
characterization of main
lenses and spares
Transportation/Lodging booked
by CBS, billed to PVI
CBS supplies VT of stadiums
prior to season and air
checks of broadcasts
Two POTS phone lines for PVI
