Cahaya Buana - Ben 10.xls

7/27/2019 Cahaya Buana - Ben 10.xls

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New / Renewal Contract Number:

Licensor

(“Com an ”):

Name(s):Contact:

Address: Tel:

E-mail:

Fax:

Acct Exec:

Licensee

(“Licensee”): Name(s):Contact:

Tel:

Address: E-mail:

Fax:

Further details are as set out in Attachment E.

Term: Territory:

Start Date: Launch Date:

End Date: Marketing Date:

Licensed Property: Co-branding of Licensed Products?

Licensed

Category:

Sell-off Period: 60 days

Cross-collateralisation allowed?

By country? By Licensed Property?

Guaranteed Consideration:

payable in 2 instalments as follows:

(i) USD 15,000.00 on

execution of this Agreement;

(ii) USD 10,000.00

on or before 31 Dec 08 ;

(iii)

on or before ;

(iv)

on or before ;

(v)

on or before ; and

(vi)

on or before .

1st Royalty Report due: 15 Oct 08

Currency: USDReporting Frequency:

Marketing Commitment:

The Marketing Commitment includes a minimum of

Third Party Manufacturer(s)? If Yes, complete Attachment F, including Third Party Manufacturer’s Agreement.

FRONT PAGE - NON-EXCLUSIVE INTERNATIONAL PRODUCT LICENCE

TURNER ENTERTAINMENT NETWORKS ASIA,

INC.Ms. Dulce Lim-Chen

30/F Oxford House, Tai Koo Place,

979 King’s Road, Quarry Bay,

Hong Kong

+852-3128-3632

Dulce.Lim-Chen@tu

+852-3128-3997

PT Cahaya Buana IntitamaMr. Ardan

62 21 876 59

KAWASAN INDUSTRI SENTUL, Jl. Cahaya Raya

Blok M, Sentul, Bogor 16810, Indonesia

biglandsq@ya

62 21 875

2 years Indonesia

1-Jul-08 1-Sep-08

30-Jun-10 1-Sep-08

Ben 10

As further set out in Attachment A.

Home Furnishing Channels of Distribution: As further

described in Attachment CWholesale

Licensed Products:Those articles or products in the Licensed Category

described in Attachment B.

Licensee shall provide Company with a minimum of 6 samples of each

Licensed Product.

USD 25,000.00 Royalty Rate: 12% of the per-article price charged by Licensee for the Lic

or the MPAR set out in Attachment B, whichever is the higher.

All payments are payable in the Currency.

Quarterly in arrears

INSURANCE: Minimum policy limit per occurrence required for Licensee’s commercial and general liability policy of insurance is as set out in the GeConditions.

5% of total net revenue during the Term to be spent by Licensee on

advertising and promotion as set out in Attachment D. Proof of Marketing Commitment is due quarterly in arrears.

Common Marketing Fund:Licensee must pay a minimum of 2.5% of the net Sales Amount into a Central Marketing Fund (CMF) by way of a marketing contribution to be manage

behalf of Company for Company related promotional activities.

Name and address of proposed Third Party Manufacturer(s): As set out in Attachme

YES NO

NO YES YES

YES NO

mailto:[email protected]





Licensee: ________ Initials: ________ EVP CNE: Initials: ________

Acct Exec: ________ Initials: ________

Contract

Admin: Initials: ________

RegionalVP: ________ Initials: ________ VP Finance: Initials: ________

SVP CNE: ________ Initials: ________

Licensing

Agent: Initials: ________

SVP CNE: Initials:

Licensing

Agent: Initials:

FRONT PAGE - NON-EXCLUSIVE INTERNATIONAL PRODUCT LICENCE

0

DOCUMENTS AND DEFINED TERMS:

IMPORTANT: This application is subject to contract and Company’s standard terms. It does notconstitute a binding contract or an offer capable of acceptance. This application is subject to final

approval by Company and the execution by all parties of the corresponding agreement(s). Licensee

has no rights to utilise the Licensed Property for any purpose whatsoever until such time as a

binding contract has been executed by all parties. Signature by local representative(s) is meant for

authenticity purposes only. All agreement(s) are renewable only at Company’s option. Statements

in this application do not constitute a promise by, and do not confer any obligation or liability on,

Company, its agents and/or its affiliated companies. Terms defined above apply throughout this

application.

ATTACHMENTS:

Attachment A – Licensed Property

Attachment B – Licensed Products & Sales Plan

Attachment C – Channels of Distribution

Attachment D – Marketing Commitment

Attachment E – Licensee Details

Attachment F – Third Party Manufacturer Details & Agreement

APPROVALS:



New / Renewal Contract Number: 0

1.

2. For all uses of the Cartoon Network logo or Mark, the following trademark notice shall be used:

(s0X)”

or, subject to Company's prior written approval, the following trademark notice may be used:

3.

CHARACTERS: TRADEMARK NOTICES“BEN 10 and all related char

Time Warner Company. All

s0X ”

“CARTOON NETWORK, th

of and © 2008 Cartoon Netw

(s0X)”*

Programme(s) means the properties and characters set out below. The trademark notices to be used in connection with the Mar

as set out below. Company may update these notices from time to time during the Term.

PROGRAMME(S):

BEN 10 BEN TENNYSON, GWEN TENNYSON, GRANDPA MAX,

DIAMONDHEAD, FOUR ARMS, GHOST FREAK, GREY

MATTER, RIP JAW, STINKFLY, UPGRADE, XLR8,

HEATBLAST, WILDMUTT, CANNONBOLT, WILDVINE,

UPCHUCK, BENWOLF, VILGAX, DR. ANIMO & KEVIN

11

Note: * means that this legal line is to be used when the Cartoon Network logo is used with any element of the relevant Licensed Property

"s0X" denotes the year of shipment e.g. for products shipped in 2008, the trademark notice should contain the note "s08".

ATTACHMENT A

Licensed Property and Trademark Notices

L icensed Property means the names and static visual likenesses of the following specific fictional characters, only as depic

(excluding dialogue, storylines and plot elements from the Programme(s), except as specifically agreed otherwise in writing andcharacter names, likenesses and other elements referred to above (including, if applicable, the names of actors, voice-over artis

this definition: (i) only to the extent of Company’s ownership or control of such character names, likenesses or other elements;

Licensee understands and acknowledges that nothing in this Agreement grants Licensee the right to use sound bites, voices, m

Licensee wishes to use any such Audio Elements, Licensee must separately procure the necessary rights at its sole expense includ

“CARTOON NETWORK and the logo are trademarks of and © 2008 Cartoon Network. A Time Warner Company. All rights r

“™ & © 2008 Cartoon Network”




Licensee Name:

Licensed Products

(by item)

Licensed

Category

Ages Gender Dimensions /

Sizes

Construction/

Materials/

Fabrics

Character

Application

Wholesale

Price

(A)

Ap

R

P

Set #1 (Spring Bed

+ Study Desk)

Home

Furnishing

4-13

yearsBoys

Spring Bed: 120

x 100 cm ;

Cupboard: 90 x

550 x 140 cm

Spring Bed: Wood,

Fabric, Spring,

Foam ; Study Desk:

Particle Board

Screen Printing 179.00 22

Set #2 (Spring Bed

+ Cupboard)

Home

Furnishing

4-13

yearsBoys

Spring Bed: 120

cm x 100 cm ;

Cupboard: 90 x

40 x 140 cm

Spring Bed: Wood,

Fabric, Spring,

Foam ; Cupboard:

Particle Board


Set #3 (Spring Bed +

Nightstand)

Home

Furnishing

4-13

years Boys

Spring Bed: 120

cm x 100 cm ;

Nightstand: 40 x

40 x 50 cm

Spring Bed: Wood,

Fabric, Spring,

Foam ; Night Stand:

Particle Board



Rolling Bed)

Home

Furnishing

4-13

yearsBoys

Spring Bed: 120

cm x 100 cm ;

Rolling Bed: 120

x 100 cm

Spring Bed: Wood,

Fabric, Spring,

Foam ; Rolling Bed:

Fabric, Foam,



Bedsheet)

Home

Furnishing

4-13

yearsBoys

Spring Bed: 120

cm x 100 cm ;

Bedsheet: 120 x

100 cm

Spring Bed: Wood,

Fabric, Spring,

Foam ; Bedsheet:

Fabric



Bed Cover)

Home

Furnishing

4-13

yearsBoys

Spring Bed: 120

cm x 100 cm ;

Bed Cover: 120 x

100 cm

Spring Bed: Wood,

Fabric, Spring,

Foam ; Bed Cover:

Fabric, Silicone


Total Proj

ATTACHMENT B

LICENSED PRODUCTS & SALES PLAN

0

PT Cahaya Buana Intitama

TOTAL




1 45

2 463 47

4 48 Internet

5 49

6 50

7 51

8 52

9 53

10 54

11 55

12 56

13 57

14 58

15 59

16 60

17 61

18 62

19 63

20 64

21 65 Pet Stores

22 66

23 67

24 68

25 69

26 70

27 71

28 72

29 73

30 74

31 75

32 76

33 77

34 Florists 78

35 Food Service 79

36 Fundraising 80

37 81

38 82

39 Gift Retailers 83

40 84

41 85

42 Guild Jewellers 86

43 87

44

ATTACHMENT C

CHANNELS OF DISTRIBUTION

0

Licensee Name: PT Cahaya Buana Intitama

Airport Gift and Other Airport Stores Home Specialty Stores

Amusement Game Redemption Ice Cream ShopsAmusement Park Gift Stores In-store Bakeries

Art & Craft Stores

Athletic Apparel and Footwear Stores Mall Clothing Specialty Stores

Automotive/Carwash Stores Mid-tier Department Stores

Baby Specialty Stores Military Exchange Stores

Beauty Supply Stores Music-Video Stores

Business to Business National Discount/Mass Retailers

Camera/Photo Specialty Stores Non-chain Bookstores

Candy/Confectionery Specialty Stores Non-chain Comic Book Stores

Catalogue Showrooms Non-Chain Drug Stores

Chain Bookstores Non-chain Jewellery Stores

Chain Comic Book Stores Non-chain Toy Stores

Chain Drug Stores Non-Mall Clothing and Specialty Store

Chain Jewellery Stores Novelty Gift Stores

Chain Toy Stores Off-price/Closeout Stores

Coffee Specialty Stores Office Specialty Stores

College/University Stores Outlet Stores

Commercial Facilities Party Stores

Computer Specialty Stores

Convenience Stores Quick Service Restaurants

Dental/Medical Profession Regional Discount/Mass Retailers

Direct Mail Catalogues Retail Bakeries

Direct Response School Book Clubs/Fairs

Door-Door Solicitation Souvenir Stores

Duty-free Stores Sporting Good Stores

Educational Institutions Sports Stadium Shops

Educational Specialty Stores Stationery Stores

Electronics Stores Street Vendors

Family Restaurants Supermarket/Grocery Stores

Fashion Accessory Stores Swap Meets/Flea Markets

Fashion Specialty Boutiques Television Home Shopping

Theatrical Concessions

Toy Specialty/Better Toy Chain Stores

Toy Wholesalers

Furniture Stores Trackside - CART

Garden Specialty Stores Trackside - NASCAR

Hobby and Model Stores Warehouse Clubs

Home Improvement Stores

Trackside - NHRA

Gourmet Food Specialty Stores Upstairs Department Stores

Greeting Card Stores Vending Machines

Wall Décor Stores



New / Renewal Contract Number: 0

ADVERTISING/MARKETING CATEGORY PROOF OF DIRECT EXPENDITURE DESIGNATED

CATEGORY

Direct Mail

This category includes brochures, letters, catalogs and, subject to

Company’s prior approval, other similar direct mail items.

Electronic Media

This category includes advertising through television, radio, internet,

cinema and, subject to Company’s prior approval, other similar

electronic advertising.

At least:

0%

of the amount spent on this category must be spent on media

purchases from Company’s Affiliates, but only to the extent such

Affiliates are available to sell media to Licensee and provided that all

of such media purchases shall be at the standard rates offered by the

applicable Affiliates to comparable third parties.

Point-of-Sale Displays

This category includes front of store displays, fixture signage, window

displays, temporary in-store displays and, subject to Company’s prior

approval, other similar point-of-sale displays. Expenses incurred in

connection with product packaging, retailer listing fees and retailer over-riders will NOT count towards fulfillment of the Marketing

Commitment.

Print & Billboard Advertising

This category includes print advertisements in magazines and

newspapers, billboard displays and, subject to Company’s prior

approval, other similar advertisements.

At least:

0%

of the amount spent on this category must be spent on media

purchases from Company’s Affiliates, but only to the extent such

Affiliates are available to sell media to Licensee and provided that all

of such media purchases shall be at the standard rates offered by the

applicable Affiliates to comparable third parties.

Retailer Advertising Contributions

This category includes contributions made to any retailer customer to

the extent such contributions relate to such retailer’s advertising of the

Licensed Products in circulars, catalogs and the like.

Sales Promotions

This category includes coupons, rebates, in-store product

demonstrations, live events, contests, prizes, retailer website tie-ins,

sampling, retailer incentive programs and, subject to Company’s

approval, other similar sales promotions.

Trade Sales Materials

This category includes trade catalogs, sales flyers and, subject to

Company’s approval, other similar materials.

Tradeshow Activity

Tradeshow activity expenses will only apply to the extent an area at

the tradeshow is dedicated to the promotion of the Licensed Products.

Other

This category includes mandatory participation in Company-organized

promotions and any other advertising, promotional or marketingexpenses not included in the foregoing categories, subject in all cases

to Company’s prior approval.

All expense documentation related to the

production of such advertising and all

purchases of media (any agency fee expenses

must reflect any related advertising and other

discounts).


contributions by Licensee to its retailer

customers and, to the extent available, the

production of the advertising materials by

such retailers.


production and execution of such incentive

programs.


production and distribution of such items.

Documentation of total tradeshow activity

production expenses and any specific costs

directly related to the area dedicated to the

promotion of the Licensed Products (no more

than twenty percent (20%) of the total

tradeshow activity production expenses may

count towards fulfillment of the Marketing

Commitment, unless otherwise previously

agreed to by Company).

Required supporting expense documentation

to be determined by Company on a case-by-

case basis.

ATTACHMENT D

MARKETING COMMITMENT


production and distribution of such items.


production of such advertising and all

purchases of media (any agency fee expenses

must reflect any related advertising and other

discounts).


production and implementation of such

displays.

YES

NO

YES

YES

YES

YES

YES

YES

YES

YES

NO

NO

NO

NO

NO

NO

NO

NO




Licensee Primary Contact:

First Name: Address:

Last Name:

Salutation: City:

Job Title: State:

Phone #: Postcode:

Alternate Phone #: Country:

Fax #: Email:


Last Name:

Salutation: City:

Job Title: State:

Phone #: Postcode:


Fax #: Email:


Last Name:

Salutation: City:

Job Title: State:

Phone #: Postcode:


Fax #: Email:

First Name: Address:Last Name:

Salutation: City:

Job Title: State:

Phone #: Postcode:


Fax #: Email:


Last Name:

Salutation: City:

Job Title: State:

Phone #: Postcode:

Alternate Phone #: Country:Fax #: Email:

ATTACHMENT E

LICENSEE CONTACT INFORMATION

0


Mr. Ardani Tamrin (details below)

Agreement Contact (the person who will sign the agreement):PIMPIN KAWASAN INDUSTRI SENTUL, Jl.

Cahaya Raya Blok M Sentul – BOGOR NAGAWAN

BOGOR

DIRECTOR WEST JAVA

62 21 876 5928-29 16810

INDONESIA

62 21 875 0232 [email protected]

Marketing Contact (if different from agreement information):

ARDANI KAWASAN INDUSTRI SENTUL, Jl.

Cahaya Raya Blok M Sentul – BOGOR TAMRIN

BOGOR

MARKETING MANAGER WEST JAVA

62 21 876 5928-29 16810

INDONESIA


Billing Contact (if different from agreement information):

HENDRA KAWASAN INDUSTRI SENTUL, Jl.

Cahaya Raya Blok M Sentul – BOGOR SAPUTRA

BOGOR

FINANCE MANAGER WEST JAVA

62 21 876 5928-29 16810

INDONESIA


Sales Contact (if different from agreement information):

ARDANI KAWASAN INDUSTRI SENTUL, Jl.Cahaya Raya Blok M Sentul – BOGOR TAMRIN

BOGOR

MARKETING MANAGER WEST JAVA

62 21 876 5928-29 16810

INDONESIA


Design Contact (if different from agreement information):

LUBIS KAWASAN INDUSTRI SENTUL, Jl.

Cahaya Raya Blok M Sentul – BOGOR

INDONESIA62 21 875 0232 [email protected]

BOGOR

DESIGNER WEST JAVA

62 21 876 5928-29 16810














Licensee Name:

Company Name: Address:

First Name:Last Name:

Salutation: City:

Job Title: State:

Phone #: Postcode:


Fax #: Email:

Licensor: Turner Entertainment Networks Asia, Inc. (Company )

Licensee: (Licensee )

Product License: [Contract No ]

Territory:

Term:

Licensed Property:

Licensed Category:

Licensed Product(s):

Name and Address of Manufacturer:

Name and Address of Manufacturer’s Factory:

(If different from the address above.)

(A)

ATTACHMENT F-1

THIRD PARTY MANUFACTURER INFORMATION

0


Manufacturer for the following Licensed Products (Manufacturer ):

ATTACHMENT F-1

MANUFACTURER’S AGREEMENT


0

Indonesia

Ben 10 as further described in Attachment A

Home Furnishing

Company has pursuant to the Product License between itself and Licensee (Licence Agreement )granted to Licensee certain rights in relation to the manufacture, sale and distribution of certain

products in the Territory during the Term only in accordance with the terms of the Licence

Agreement.



(B)

1.

2.

3.

4.

5.

6.

7.

8.

In consideration of Company consenting to the manufacture of the Licensed Product(s) by

Manufacturer for and at the request of Licensee, Licensee and Manufacturer agree as follows:

Manufacturer acknowledges and agrees that any and all rights and interest in and to all elements of

the Licensed Property, including all artwork, trademarks, designs, drawings, photographs or other

materials (Artwork ) relating to the Licensed Property, belong to Company.

Manufacturer shall use the Artwork only for the purpose of manufacturing the Licensed

Product(s) at its factory at the location stated above, and shall not disclose, lend or give the

Artwork to third parties or make copies or reproductions of the Artwork without the prior written

consent of Company.

The Artwork received by Manufacturer shall be on loan only and shall be returned to Licensee: (a)

immediately after Manufacturer has completed the manufacture of the Licensed Product(s) in

accordance with Licensee’s orders and instructions; or (b) at any time when such return is

requested by Licensee or Company.

Manufacturer shall manufacture only such quantities of the Licensed Product(s) as are from time

to time ordered by Licensee in writing. Manufacturer shall not deliver Licensed Product(s) toanyone other than Licensee or such customers of Licensee as may be designated in writing by

Licensee from time to time. Manufacturer shall not subcontract production of the Licensed

Product(s) or any components of the Licensed Product(s) without the prior written consent of both

Licensee and Company.

Manufacturer shall not manufacture any item using any of the copyrighted material and/or

trademarks owned by Company and its affiliates, other than the Licensed Product(s) manufactured

using the Licensed Property in accordance with this Agreement. Licensed Product(s) that do not

meet the standard of approved samples shall be destroyed, unless otherwise directed by Licensee

and Company in writing.

Manufacturer shall permit authorized representatives of each of Licensee and/or Company to

inspect its activities and premises, accounting books and invoices relevant to its manufacture and

supply of the Licensed Product(s) at any time during normal business hours.

Manufacturer shall not publish or cause the publication of pictures of the Licensed Product(s) in

any marketing or promotional materials, and shall not advertise the fact that it is permitted to

manufacture the Licensed Product(s) using the Licensed Property.

Manufacturer shall comply with all local laws, including labour laws, child protection laws, wage

and hour laws, anti-discrimination laws and the United States Foreign Corrupt Practices Act, and

shall conduct its affairs in accordance with good and reputable business practices.



9.

10.

MANUFACTURER : LICENSEE:

Signature: ______________________________ Signature: ________________________

Name: Name:

Title: Title:

Date: Date:

Upon the expiration or earlier termination of the Licence Agreement, or upon notification by

either Licensee or Company, Manufacturer shall immediately cease manufacturing the Licensed

Product(s) and shall deliver to Licensee or Company or their respective representatives that

portion of any and all moulds, plates, engravings, screens, embroidery tapes and all other devices

used to produce items which incorporate the Licensed Property (including the Artwork) and shall

provide Company with evidence satisfactory to Company that all images of the Licensed Property

have been expunged from all such moulds, plates, engravings, screens, embroidery tapes and all

other devices.

The manufacture of the Licensed Product(s) under this Agreement shall not commence until

signature of this Agreement by all parties to it, and shall not take place after expiry of the Term

specified above.

PIMPIN NAGAWAN

DIRECTOR




Licensee Name:


First Name:

Last Name:

Salutation: City:

Job Title: State:

Phone #: Postcode:


Fax #: Email:




Territory:

Term:

Licensed Property:

Licensed Category:





(A)

ATTACHMENT F-2


0



ATTACHMENT F-2



0

Indonesia


Home Furnishing

Company has pursuant to the Product License between itself and Licensee (L icence Agreement )

granted to Licensee certain rights in relation to the manufacture, sale and distribution of certain


Agreement.



(B)

1.

2.

3.

4.

5.

6.

7.

8.






Manufacturer shall use the Artwork only for the purpose of manufacturing the LicensedProduct(s) at its factory at the location stated above, and shall not disclose, lend or give the


consent of Company.






to time ordered by Licensee in writing. Manufacturer shall not deliver Licensed Product(s) to

anyone other than Licensee or such customers of Licensee as may be designated in writing by




















9.

10.


Signature: _____________________________ Signature: ________________________

Name: Name:Title: Title:

Date: Date:








other devices.



specified above.

PIMPIN NAGAWANDIRECTOR




Licensee Name:


First Name:

Last Name:Salutation: City:

Job Title: State:

Phone #: Postcode:


Fax #: Email:




Territory:

Term:

Licensed Property:

Licensed Category:





(A)

ATTACHMENT F-3


0



ATTACHMENT F-3



0

Indonesia


Home Furnishing

Company has pursuant to the Product License between itself and Licensee (Licence Agreement )

granted to Licensee certain rights in relation to the manufacture, sale and distribution of certain products in the Territory during the Term only in accordance with the terms of the Licence

Agreement.



(B)

1.

2.

3.

4.

5.

6.

7.

8.






Manufacturer shall use the Artwork only for the purpose of manufacturing the LicensedProduct(s) at its factory at the location stated above, and shall not disclose, lend or give the


consent of Company.







anyone other than Licensee or such customers of Licensee as may be designated in writing byLicensee from time to time. Manufacturer shall not subcontract production of the Licensed



















9.

10.


Signature: ______________________________ Signature:________________________


Date: Date:








other devices.



specified above.

PIMPIN NAGAWANDIRECTOR




Licensee Name:


First Name:Last Name:

Salutation: City:

Job Title: State:

Phone #: Postcode:


Fax #: Email:




Territory:

Term:

Licensed Property:

Licensed Category:





(A)

ATTACHMENT F-4


0



ATTACHMENT F-4



0

Indonesia


Home Furnishing

Company has pursuant to the Product License between itself and Licensee (L icence Agreement )

granted to Licensee certain rights in relation to the manufacture, sale and distribution of certain


Agreement.



(B)

1.

2.

3.

4.

5.

6.

7.

8.






Manufacturer shall use the Artwork only for the purpose of manufacturing the Licensed

Product(s) at its factory at the location stated above, and shall not disclose, lend or give the


consent of Company.







anyone other than Licensee or such customers of Licensee as may be designated in writing by




















9.

10.


Signature: _____________________________ Signature: ________________________


Date: Date:








other devices.



specified above.




ATTACHMENT G

TIME WARNER ETHICAL SOURCING GUIDELINES

0


The Time Warner Ethical Sourcing Guidelines (Guidelines ) reflect the commitment of Time Warner Inc. and

its subsidiaries and affiliated companies (Time Warner ) to conduct business according to standards of integrity

and ethics. It is important that all of our Vendors conduct business in compliance with local laws and

regulations and industry standards. For the purposes of these Guidelines, "Vendor " is synonymous with terms

that may include but are not limited to supplier, factory, licensee, site, facility, contractor and sub-contractor.

Major Time Warner subsidiaries include AOL LLC, Home Box Office, Inc., New Line Cinema Corporation,

Time Inc., Time Warner Cable Inc., Turner Broadcasting System Inc. and Warner Bros. Entertainment Inc.

The International Labor Organization (ILO) Core Labor Conventions, as established by the tripartite United

Nations affiliated agency, have served as the foundation upon which much of these Guidelines are based.

EMPLOYMENT

1. Non-Discrimination

Time Warner expects that Vendor will not discriminate in recruitment, hiring, training and employment

practices, including compensation, benefits, advancement, discipline, termination or retirement, on the basis of

race, color, religion, age, national origin, sex (including pregnancy), sexual orientation, marital status, physical

or mental disability or any other category protected by law that does not affect an individual’s ability to do the

job.

2. Child Labor

Time Warner expects that Vendor will not employ any person under the age of 15 (or 14 where local law

allows) or younger than the age for completing compulsory education in the country of manufacture where such

age is higher than 15. Workers under 18 years of age should not perform work likely to jeopardize the health or

safety of young persons. All Vendors should also adhere to legitimate workplace apprenticeship programs and

comply with all laws and regulations governing child labor and apprenticeship programs. The employment of

child actors may be subject to separate guidelines.

3. Involuntary Labor

Time Warner expects that Vendor will not use any forced or involuntary labor, whether prison, bonded,

indentured or otherwise. Vendor will not require employees to relinquish any personal identification, including

but not limited to passports, identification cards or work permits, as a condition of employment.

4. Coercion and Harassment

Time Warner expects that Vendor will treat each employee with dignity and respect, and will not use corporal

punishment, threats of violence or other forms of physical, sexual, psychological or verbal harassment or abuse.

5. Association

Time Warner expects that Vendor will allow freedom of association when allowed by local law, and in all cases

will respect the right of employees to communicate openly and directly with management and will not

intimidate, harass or reprimand employees for doing so.



6. Working Hours and Compensation

Time Warner expects that Vendor will comply with all wage and hour laws as mandated by applicable country

laws or industry standards. Time Warner also expects that employees will not routinely work in excess of sixty

hours per week and employees will be provided with a minimum of one rest day in every seven-day week.

7. Statutory Social Security and Welfare Benefits

Time Warner expects that Vendor will contribute to all statutory social security and welfare funds to which

employers and/or employees are required by applicable laws to contribute, including medical insurance,

industrial injury insurance, pension, housing and unemployment funds, as well as contribute to these funds on

behalf of all employees in accordance with all relevant laws and regulations.

8. Employment Records

Time Warner expects that Vendor will retain one year of complete and accurate records and documentation,

including employment contracts, residence and work permits (if applicable), proof of age documentation,

maternity leave records, industrial injury reports, and work time and pay records, relating to employees in

manufacturing and operations positions necessary to demonstrate compliance with these Guidelines, other than

information and records that applicable law requires Vendor to retain for a shorter period of time.

HEALTH & SAFETY AND THE ENVIRONMENT

9. Health and Safety

Time Warner expects that Vendor will provide employees with a safe and healthy workplace in compliance with

all applicable laws and regulations, ensuring at a minimum, occupational safety, machine guarding, emergency

preparedness, industrial hygiene, reasonable access to potable water and sanitary facilities, fire safety, and

adequate lighting and ventilation. Any Vendor that is a manufacturer will also ensure that the same standards of

health and safety are applied in any housing or canteen facilities that it provides for employees.

10. Environment

Time Warner expects that Vendor will comply with all applicable environmental laws and regulations and

ensure that all required environmental permits and registrations are obtained, maintained and kept current and

that operational and reporting requirements are followed.

INTELLECTUAL PROPERTY AND ETHICS

11. Anti-Piracy

Time Warner expects that Vendor will respect all intellectual property rights and will not copy or allow third

party access to any Time Warner content without authorization, including but not limited to any form of film,

video or digital elements containing audio/visual content, except as necessary to perform obligations under

Vendor’s agreement with Time Warner.

12. Business Ethics

Time Warner expects Vendors to implement effective ethics and compliance programs. For a sample policy, see

the Time Warner Inc. Corporate Standards of Business Conduct at

www.timewarner.com/corp/corp_governance/governance_conduct.html).



These Guidelines highlight Time Warner’s expectations of the manner in which its Vendors will conduct

themselves in their business relationships with Time Warner. Time Warner recognizes that achieving the

standards established in these Guidelines will be a dynamic rather than a static process and encourages Vendors

continually to improve their workplace conditions.

Time Warner expects that its Vendors will establish and maintain appropriate management systems, the scope of

which are consistent with the content of these Guidelines, and actively review, monitor and modify their

management processes and business operations to ensure that their operations align with the principles set forth

in these Guidelines. Time Warner expects that Vendor will work with its own suppliers and subcontractors to

ensure that they also strive to meet the principles of these Guidelines or an equivalent set of principles.

It is entirely within Time Warner’s discretion whether to continue to use a Vendor, subject to contractual

obligations. Time Warner reserves the right to take such actions as it deems appropriate, in its discretion, to

monitor and promote compliance with these Guidelines. The failure to consistently meet these standards may

impact on a Vendor’s future ability to do business with Time Warner.

IMPLEMENTATION AND COMPLIANCE

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