JS 44C/SDNY

* REV.^/2014
JUDGE WOODS
CIVIL COVER SHEE
HCV5048 tiAieplawnior supplement the filingand service o~ '' The JS-44 civil cover sheet and the information contained herein neitrj
pleadings or other papers as required by law, except as provided by local rules of court. This form, approved by the
Judicial Conference of the UnitedStates in September 1974, is required for use of the Clerk of Court for the purpose of
initiating the civil docket sheet.
n *
DEFENDANTS UUL_ v w PLAINTIFFS
THOMAS GRIMES, DEBORAH WILLIAMSand CARNETTA JONES,
ATTORNEYS (FIRM NAME, ADDRESS, AND TELEPHONE NUMBER
Michael T. Stewart, Esq.
Peri & Stewart, LLC
One Passaic Avenue, Fairfield, NJ 07004; (973) 521-7426
JUL 0:2014
CELEBRITY CRUISE LINES, ROYAL CARIBBEAN INTERNATIONAL, NBC
UNIVERSAL and BRAVO TELEVISION NETWORK
ATTORNEYS (IF KNOWN)
CAUSE OF ACTION (CITE THE US. CIVIL STATUTE UNDER WHICH YOU ARE FILING AND WRITE ABRIEF STATEMENT OF CAUSE)
(DO NOT CITE JURISDICTIONAL STATUTES UNLESS DIVERSITY)
Has this action, case, or proceeding, or one essentially the same been previously filed in SDNY at any time? NrJZVesQjudge Previously Assigned
If yes, wasthis case Vol. [~j Invol. r~J Dismissed. No f~J Yes [~J If yes, give date &Case No.
IS THIS AN INTERNATIONAL ARBITRATION CASE? No [x] Yes | |
(PLACEAN[x] INONEBOXONLY) NATURE OF SUIT
ACTIONS UNDER STATUTES
CONTRACT PERSONAL INJURY PERSONAL INJURY FORFEITURE/PENALTY BANKRUPTCY OTHER STATUTES
I 1110 INSURANCE [ ] 310 AIRPLANE
[ ] 367 HEALTHCARE/
PHARMACEUTICAL PERSONAL , , 625 DRUG RELATED
[ ) 422 APPEAL
I 1 375 FALSE CLAIMS
[ ] 400 STATE
[ ]120 MARINE [ ] 315 AIRPLANE PRODUCT INJURY/PRODUCT LIABILITY
SEIZURE OF PROPERTY
28 USC 158 REAPPORTIONMENT
[ ]130 MILLER ACT LIABILITY [ ] 365 PERSONAL INJURY
21 USC 881
[ ] 423 WITHDRAWAL [ ] 410 ANTITRUST
[ 1140 NEGOTIABLE [ ] 320 ASSAULT, LIBEL & PRODUCT LIABILITY
[ ] 690 OTHER
28 USC 157 [ j 430BANKS &BANKING
INSTRUMENT SLANDER [ ] 368 ASBESTOS PERSONAL [ ] 450 COMMERCE >
[ 1150 RECOVERY OF ( ] 330 FEDERAL INJURY PRODUCT [ j460 DEPORTATION (
OVERPAYMENT & EMPLOYERS' LIABILITY PROPERTY RIGHTS [ ]470 RACKETEER INFLU- \
ENFORCEMENT LIABILITY
ENCED& CORRUPT j
OF JUDGMENT [ ] 340 MARINE PERSONAL PROPERTY [X]820 COPYRIGHTS ORGANIZATION ACT
[ ] 151 MEDICARE ACT [ ] 345 MARINE PRODUCT [ ]830 PATENT (RICO)
[ ]152 RECOVERY OF LIABILITY [ ] 370 OTHER FRAUD [ ] 840 TRADEMARK [ ]480 CONSUMER CREDIT
DEFAULTED [ ] 350 MOTOR VEHICLE [ ] 371 TRUTH IN LENDING
[ ]490 CABLE/SATELLITE TV
STUDENT LOANS [ ] 355 MOTOR VEHICLE
(EXCL VETERANS) PRODUCT LIABILITY SOCIAL SECURITY [ ] 850 SECURITIES/
[ 1153 RECOVERY OF [ ] 360 OTHER PERSONAL
COMMODITIES/
OVERPAYMENT INJURY [ ] 380 OTHER PERSONAL LABOR [ ]861 HIA(1395ff) EXCHANGE
OF VETERAN'S [ ] 362 PERSONAL INJURY - PROPERTY DAMAGE [ ] 862 BLACK LUNG (923)
BENEFITS MED MALPRACTICE [ ] 385 PROPERTY DAMAGE [ ] 710 FAIR LABOR [ ] 863 DIWC/DIWW (405(g))
[ 1160 STOCKHOLDERS PRODUCT LIABILITY STANDARDS ACT [ ] 864 SSID TITLE XVI
SUITS [ ] 720 LABOR/MGMT [ ] 865 RSI (405(g)) [ ) 890 OTHER STATUTORY
M190 OTHER PRISONER PETITIONS RELATIONS ACTIONS
CONTRACT
[ ] 463 ALIEN DETAINEE [ ] 740 RAILWAY LABOR ACT [] 891 AGRICULTURAL ACTS
[ ]195 CONTRACT [ ] 510 MOTIONS TO
[ J 751 FAMILY MEDICAL
LEAVE ACT (FMLA)
FEDERAL TAX SUITS
PRODUCT ACTIONS UNDER STATUTES VACATE SENTENCE
LIABILITY 28 USC 2255 [ ] 870 TAXES (U.S. Plaintiff or [ }893ENVIRONMENTAL 1
[ J 196 FRANCHISE CIVIL RIGHTS [ ) 530 HABEAS CORPUS [ ] 790 OTHER LABOR Defendant) MATTERS I
[ ] 535 DEATH PENALTY LITIGATION [ ]871 IRS-THIRD PARTY [ ]895FREEDOM OF 1
[ J440 OTHER CIVIL RIGHTS
[ ] 540 MANDAMUS & OTHER [ J 791 EMPL RET INC 26 USC 7609 INFORMATION ACT
REAL PROPERTY
(Non-Prisoner)
SECURITY ACT
[ ] 896 ARBITRATION j
[ ] 441 VOTING
IMMIGRATION
[ ] 899 ADMINISTRATIVE |
[ 1210 LAND [ ) 442 EMPLOYMENT PRISONER CIVIL RIGHTS
PROCEDURE ACT/REVIEW OR 1
CONDEMNATION [ ] 443 HOUSING/
[ ] 462 NATURALIZATION
APPEAL OFAGENCY DECISION 1
[ ]220
[ ]230
FORECLOSURE
RENT LEASE &
ACCOMMODATIONS
[ ] 445 AMERICANS WITH
[ ] 550 CIVIL RIGHTS
[ ] 555 PRISON CONDITION
APPLICATION
[ ] 465 OTHER IMMIGRATION
[ ]950 CONSTITUTIONALITY OF {
STATE STATUTES j
EJECTMENT DISABILITIES -
[ ] 560 CIVIL DETAINEE ACTIONS
[ I 240 TORTS TO LAND EMPLOYMENT
CONDITIONS OF CONFINEMENT j
[ ]245 TORT PRODUCT
LIABILITY
[ ] 446 AMERICANS WITH
DISABILITIES -OTHER
i
i
[ ]290 ALL OTHER
REAL PROPERTY
[ ] 448 EDUCATION
't
i
Checkif demanded in complaint:
CHECK IF THIS IS A CLASS ACTION
UNDER FRCP. 23

DEMAND $ OTHER
Check YES only ifdemanded incomplaint
JURY DEMAND: E YES LKlO
I^SO^STAT^ IS CASE 'SRELATED TO ACIVIL CASE N0W PENDING IN S.D.N.Y.'
JUDGE DOCKET NUMBER
NOTE: You must also submit at the time of filing the Statement of Relatedness form(Form IH-32).
(PLACEAN x IN ONEBOXONLY) ORIGIN
1*1 1 Original U 2 Removed from II 3 Remanded LJ 4 Reinstated or \_J 5 Transferred from |~J 6 Multidistrict |~J 7 Appeal to District
Proceeding state court from Reopened (Specify District) Litigation Judgefrom
a. apartiesrepreSen,ed Appellate Mgw.Judge
I | b. At least one
party is pro se.
(PLACEAN x IN ONEBOXONLY) BASIS OFJURISDICTION IF DIVERSITY, INDICATE
\E\ 1 U.S. PLAINTIFF [~J 2 U.S. DEFENDANT 3 FEDERAL QUESTION D4 DIVERSITY CITIZENSHIP BELOW.
(U.S. NOT A PARTY)
CITIZENSHIP OF PRINCIPAL PARTIES (FOR DIVERSITY CASES ONLY)
(Place an [X] in one box for Plaintiff and one box for Defendant)
PTF DEF PTFDEF PTF DEF
CITIZENOF THIS STATE []1 []1 CITIZENOR SUBJECT OF A []3[*3 INCORPORATED and PRINCIPAL PLACE []5 []5
FOREIGN COUNTRY OF BUSINESS IN ANOTHER STATE
CITIZEN OF ANOTHERSTATE [*] 2 [x] 2 INCORPORATEDor PRINCIPAL PLACE [ ] 4 [ ] 4 FOREIGN NATION [ ] 6 [ ] 6
OF BUSINESS IN THIS STATE
PLAINTIFF(S) ADDRESS(ES) AND COUNTY(IES)
Thomas Grimes Deborah Williams Carnetta Jones
P.O. Box 3851 4872 Topanga CYN Blvd. #229 8128 Clayvale Road
Winchester, VA 22604 Woodland Hills, CA 91364 Agua Dulce, CA 91390
County of Frederick County of Los Angeles County of Los Angeles
DEFENDANT(S) ADDRESS(ES) AND COUNTY(IES)
Celebrity Cruise Lines Royal Caribbean International NBC Universal
1050 Caribbean Way 1050 Caribbean Way 3000 West Alameda Avenue
Miami, FL 33132, Dade Co. Miami, FL 33132, Dade Co. Burbank, CA 91523, LA Co.
Bravo Television Network, 1701 JFK Boulevard, Philadelphia, PA 19103, Philadelphia Co.

DEFENDANT(S) ADDRESS UNKNOWN

REPRESENTATION IS HEREBY MADETHAT, AT THIS TIME, I HAVE BEEN UNABLE, WITH REASONABLE DILIGENCE, TO ASCERTAIN
RESldENCE ADDRESSES OF THE FOLLOWING DEFENDANTS:
Checkone: THIS ACTION SHOULD BE ASSIGNED TO: WHITE PLAINS [^MANHATTAN
(DO NOT check either box if this a PRISONER PETITION/PRISONER CIVIL RIGHTS
COMPLAINT.)
DATE SIGNATUf$0F ATTORr^EYJD&RECORO ADMITTED TO PRACTICE IN THIS DISTRICT
7/W/V / vtAi/fr n no
' ' ' / ^ / l M YES (DATE ADMITTED Mo.June Yr. 1989 )
RECEIPT # AttorneyBar Code # MS7294
Magistrate Judge is to be designated by the Clerk of the (HQU. JUD& FfUMJf
Magistrate Judge ^___ is so Designated.
Ruby J. Krajick, Clerk of Court by Deputy Clerk, DATED .
UNITEDSTATES DISTRICT COURT (NEW YORK SOUTHERN)
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
-X
048
THOMAS GRIMES, DEBORAH
WILLIAMS and CARNETTA JONES,
Plaintiffs,
-against-
CELEBRITY CRUISE LINES, ROYAL
CARIBBEAN INTERNATIONAL,
NBC UNIVERSAL and BRAVO
TELEVISION NETWORK,
Defendants.
1-1CV
JUDGE WOODS
-X
rOMPTAJffl^QXTH JURY DEMAND
Fill ED
Plaintiffs, THOMAS GRIMES ("Mr. Grimes"), DEBORAH WILLIAMS ("Ms.
Williams") and CARNETTA JONES ("Ms. Jones"), by and through their attorneys, Peri &
Stewart, LLC, as and for their Complaint against the defendants, respectfully allege as follows:
NATURE OF THE ACTION
1. This is a civil action for damages arising from: (a) breach of an implied
contract; (b) violation of copyright laws (17 U.S.C. 501, et, seq.) by Defendants, CELEBRITY
CRUISE LINES ("Celebrity") and ROYAL CARIBBEAN INTERNATIONAL ("Royal
Caribbean") NBC UNIVERSAL and BRAVO TELEVISION NETWORK, (collectively, the
"Defendants").
2. This complaint has greater significance. Plaintiffs, Mr. Grimes and
Ms. Jones are African-American. Plaintiff, Ms. Williams, was married to an African American;
she and her children from that marriage are an African American family. Certain of the defendants,
specifically, NBC Universal (together with non-defendant, COMCAST) entered into a certain
agreement with the NAACP INSERT on or about December 15, 2010 (the "Diversity Fairness
Agreement"). Atrue and complete copy of the Diversity Fairness Agreement is attachedhereto as
Exhibit "A" and made a part hereof. The purpose of the Diversity Fairness Agreement is set forth
in the very first section and states:
1. Purpose
Comcast, NBCU, and the National African American Leadership
Organizations share a belief that increased participation and involvement in
all communities in which Comcast and NBCU do business across their
enterprise, including the African American community, will benefit those
communities, Comcast, and NBCU.
Comcast, NBCU, and the National African American Leadership
Organizations acknowledge that working together is appropriate to achieve
the goals, objectives, and overall spirit of this MOU.
This MOU is set forth primarily (1) to enhance the policies and
programs by which African Americans may realize greater participation in
the five focus areas listed in this MOU; and (2) to identify and pursue
actions by which the National African Leadership Organizations can
support the growth of Comcast and NBCU's business within the African
American consumer market.
Nothing in this MOU is intended either to disadvantage or to provide
favoritism to any community. While this MOU highlights efforts that
Comcast and NBCU are currently undertaking to support the African
American community, there are and will continue to be many other ongoing
efforts by the companies now, and by the combined company in the future,
that support myriad diverse communities and interest groups.
Consistent with the understanding in connection with the agreement
entered into among Comcast, NBCU, and various Hispanic Leadership
Organizations, dated June 25, 2010, the parties agree that the intent of this
MOU is to create a free-standing agreement on diversity commitments and
that the commitments made herein are binding upon the parties, but shall
not be conditioned on approval of the transaction by the Federal
Communications Commission ("FCC").
As is revealed in the conduct and active and unrelenting participation of NBC Universal and its
subsidiary BRAVO TELEVISION NETWORK in the unseemly conduct, these defendants in
active complicity and cooperation with Celebrity and Royal Caribbean, demonstrate their
organizations' utter and complete disregard for both the spirit and letter of the Diversity Fairness
Agreement. Their misconduct plainly reflects the cold fact that these organizations are not
genuinely committed to or have any true interest in promoting, protecting and embracing minority
participation in the entertainment industry. Rather, they simply execute documents well knowing
that such agreements are window-dressing while their conduct is in direct violation of the Diversity
Fairness Agreement.
THE PARTIES
3. Plaintiff, THOMAS GRIMES, is an African American individual residing
in the Commonwealth of Virginia.
4. Plaintiff, DEBORAH WILLIAMS is an individual residing in the State of
California. Her husband was African-American and her children are African American.
5. Plaintiff, CARNETTA JONES, is an African American individual residing
in the State of California.
6. Upon information and belief, defendant, Celebrity Cruise Lines
(hereinafter referred to as "Celebrity") is a Florida-based cruise line company with a place of
business located at 1050 Caribbean Way, Miami, Florida 33132. Upon information and belief,
Celebrity is incorporated in the State of Delaware and transacts business throughout the United
States of America, including without limitation, the State of New York.
7. Upon information and belief defendant, Royal Caribbean International
(hereinafter referred to as "Royal Caribbean") is a cruise line company with its principal place of
business located at 1050 Caribbean Way, Miami, Florida 33132. Upon information and belief,
Royal Caribbean is a wholly-owned subsidiary of Celebrity and has a place of business in Miami,
Florida. Upon information and belief, Royal Caribbean is incorporated in the State of Delaware
and transacts business throughout the United States of America, including, without limitation, the
State of New York.
8. Upon information and belief, NBS UNIVERSAL is a Delaware company
with offices and its principal place of business located at 30 Rockefeller Plaza, New York, New
York.
9. Upon information and belief, BRAVO TELEVISION NETWORK
(hereinafter referred to as "Bravo") is a Delaware company with offices and its principal place of
business located at 30 Rockefeller Plaza, New York, New York.
JURISDICTION AND VENUE
10. This Court has subject matter jurisdiction over this action under 28 U.S.C.
1332 (diversity jurisdiction), 28 U.S.C 1331 (federal question jurisdiction), and 28 U.S.C.
1367 (supplemental jurisdiction). The amount in controversy exceeds ONE HUNDRED FIFTY
THOUSAND DOLLARS ($150,000.00).
11. Venue is proper in this district under 28 U.S.C. 1391(a) and because
Defendants are subject to personal jurisdiction in this district because New York, New York is the
principal place of business of Defendants, NBC Universal and Bravo, and defendants, Royal
Caribbean and Celebrity do business regularly in New York.
FACTS
12. In 2013, Plaintiffs conceived a novel idea and treatment for a cruise line
reality television series titled "Walk the Plank" (the "Walk the Plank Program") based on the
following:
Cooking competitions are a part of mainstream pop-culture.
Americans interest in cooking have heightened. Americans interest in watching
food networks have heightened to the extent where they describes themselves as
"foodies."
Foodies are loyal and curious how-to-cook enthusiasts! They have
big appetites and indulge in a smorgasbord of personality driven reality cooking
shows with tasty cuisines and interesting settings! Foodies are ready to test their
palate on cruise line cuisine! They are ready to come aboard and experience the
ship life of 13 chefs battling to become the Executive Chef of a luxury cruise line!
"Walk the Plank" is a reality cooking competition show that takes
place in the galley of a cruise ship. 13 chefs will compete for the grand prize of
being the Executive Chef of a cruise ship. They will be challenged to create various
continental cuisines and culinary delights. Episodes will show themed food
creations with added ingredients as a twist.
The contestants will be responsible for a three course meal: appetizer,
entree and dessert. Menu selection must be suitable for cruise ship dining. All
meals will be prepared and presented to the judges within a set time.
Under the direction of the head executive chef, contestants will be
judged according to taste, presentation and creativity! Contestants will discuss and
choose one person they feel is weak in character, and/or as a cook, and should be
eliminated. The host and head executive chef will take the contestant's votes into
consideration to make the ultimate decision. There will be weekly eliminations.
The weekly winner ofthe challenge is safe from elimination. The unlucky one will
be told to "Walk the Plank" upon dismissal.
The contestants will live on a docked cruise ship with their mentor.
They will eat, sleep and cook together-life on deck! What will happen if they can't
take the heat? Will it be smooth sailing or rock at sea? Either way.. .someone will
"Walk the Plank"!
13. In 2013, Plaintiffs conceived a novel idea and treatment for a cruise line
realitytelevision series titled "Beyondthe Cruise Line" (the "Beyond the Cruise Line Program")
based upon the following:
14. At the time of the events in question, defendants Royal Caribbean,
Celebrity, NBC Universal and Bravo knew that the pitching of creative ideas for compensation
was part and parcel of Plaintiffs' livelihood and business.
Life onboard a ship is a fascination to dreamers. They use their
imagination as a way of exploration. Dreamers live vicariously through another's
experiences.
They experience the intrigue of adventure and the thrill of traveling to
foreign destinations, embracing new people and cultures and lifestyles through the
eyes of another. Perhaps, through the eyes of the staff and crew of Royal
Caribbean, the master of "freestyle cruising."
Beyond the cruise, is a reality TV series. It's an up close and personal
view of real lives, in real time of a captain, chef, bartender, steward, cruise director,
passengers, and others.
We will vicariously experience their camaraderie, their harmony, their
drama, their romance, and their hierarchy. Anticipating encounters behind the
scenes is alluring. What happens before and after the cruise passengers go to bed?
What happens behind closed doors?
An education, an escape.. .and an escapade on the sea!
15. Moreover, Plaintiffs communicated with individuals at Royal Caribbean
and Celebrity, including Ms. Lyan Sierra-Caro, Senior Account Executive, Global Brand
Communications of Royal Caribbean. Ms. Sierra-Caro, was a representative of Royal Caribbean
and Celebrity and worked in the cruise line industry. As such, at all relevant times Mr. Sierra-Caro
knew (a) that creators such as the Plaintiffs herein pitch creative ideas to prospective purchasers
with the object of selling those ideas for compensation; and (b) that it was standard in the cruise-
line and entertainment industry for ideas to be pitched with the expectation of compensation in the
event of use.
16. After conceiving of the ideas for the reality series Walk the Plank Program
and Beyond the Cruise Program, Plaintiffs worked together to create a treatment, which included
character biographies and profiles, concepts, and themes.
17. Plaintiffs recorded their creation by registering Walk the Plank Program
with the Writers Guild of America West, Inc.
18. Specifically, plaintiffs recorded the materials for the Walk the Plank
Program on January 12, 2014. Attached hereto as Exhibit "B" and made a part hereof is a true
copy of the document evidencing said recording.
19. Plaintiffs recorded their creation by registering Beyond the Cruise Program
with the Writers Guild of America West, Inc.
20. Plaintiffs recorded the materials for the Beyond the Cruise Program on
August 7, 2013. Attached hereto as Exhibit "C" and made a part hereof is a true copy of the
document evidencing said recording.
21. From approximately October 29, 2013 until approximately November 22,
2013, plaintiff, Mr. Grimes, had a number of telephone conversations with Ms. Sierra-Caro
concerning the Walk the Plank Program and the Beyond the Cruise Program.
22. On or around October 30, 2013, at the request of Ms. Sierra-Caro, Plaintiffs
sent her materials related to the pitch of the Show. A true and complete copy of the materials
related to the Walk the Plank Program and transmitted to Ms. Sierra Caro" is attached hereto as
Exhibit "D" and made a part hereof (hereinafter referred to as the "Walk the Plank Materials"). A
true and complete copy of the materials related to Beyond the Cruise Program and transmitted by
plaintiffs to Ms. Sierra-Caro is attached hereto as Exhibit "E" and made a part hereof (hereinafter
referred to as the "Beyond the Cruise Materials"). (Exhibit "D" and Exhibit "E" shall be
collectively referred to as the "Materials").
23. The express purpose of sending the Materials to Ms. Sierra-Caro was to
pitch creative ideas to Royal Caribbean and Celebrity for a television series. It was understood
that Plaintiffs were pitching those ideas with the object of persuading Royal Caribbean and
Celebrity and anyone working with them to purchase those ideas for commercial development,
and/or to employ Plaintiffs in the production of those ideas.
24. After Plaintiffs sent those materials to Royal Caribbean and Celebrity,
Plaintiffs told Ms. Sierra-Caro that they wanted to meet with her to pitch the shows represented in
the Materials.
25. On November 21, 2013, Ms. Sierra-Caro issued correspondence to
Mr. Grimes, one of the Creators, stating, "We have reviewed your proposals and at this time will
have to pass onthis opportunity as we feel it does not align with our current priorities." Atrue
and complete copy of said November 21, 2013 correspondence is attached hereto as Exhibit "F"
and made a part hereof.
26. Ms. Sierra-Caro didnot advise Plaintiffs, directly or indirectly, verbally or
otherwise, that Defendants, Celebrity or Royal Caribbean, hador was developing a similar series
with Defendants, NBC Universal and Bravo, whose main theme was a food reality show onboard
its cruise liners.
27. Unbeknownst to Plaintiffs, Royal Caribbean and Celebrity, NBCUniversal
and Bravo, misappropriated Plaintiffs' ideas (including the series concept and story lines) and
secretly engaged in producing its own television series based on the ideas that were created by
Plaintiffs and shared with Defendants.
28. On or about February 4, 2014, Plaintiffs learned that the Program they
created and presented to Royal Caribbean and Celebrity was, in fact, appropriated by Royal Caribbean
and Celebrity, in full cooperation and conspiracy with NBC Universal and Bravo, and was being
produced (contrary to Ms. Sierra-Caro's written advice) and being aggressively advertised.
29. Attached as Exhibit "G" and made a part hereof is atrue and complete copy of
an article that was published on February 4, 2012 appearing at www.broadwavworld.com relating to
CelebrityCruises' launch of Top Chef at Sea Cruises.
30. Attached hereto as Exhibit "H" and made a part hereof is a true and complete
copy of the print out of a press release which was prepared by defendant Bravo and published on
February 4, 2014 at http://vvww.bravotv.com/blogs/the-dish/top-chef-is-settinti-sail-for-the-hiah-seas
8
31. Without Plaintiffs' knowledge or consent, Royal Caribbean, Celebrity, NBC
Universal and Bravo, have produced and are producing a television reality series titled "Top Chef
at Sea" based upon and utilizing the detailed ideas, concept and story lines Plaintiffs had as
reflected in the Materials (the "Misappropriated Show").
32. In general, the Defendants misappropriated:
a. The concept in its entirety;
b. The title;
c. The execution;
d. The partnership with Bravo;
e. Worldwide distribution;
f. Celebrity chef participation;
g. Interactive website with audience participation; and
h. Behind the scenes glimpse.
33. More specifically, but within limitation, the Misappropriated Showutilized
the following non-exhaustive comparison of ideas that were misappropriated byDefendants from
Plaintiffs:
a. Plaintiffs' Description:
Top Chef at Sea with a "Survivor" twist!
Defendants' Description:
Top Chef at Sea
b. Plaintiffs' Description:
THEY EXPERIENCE THE INTRIGUE OF ADVENTURE AND THE
THRILL OF TRAVELING TO FOREIGN DESTINATIONS, EMBRACING NEW
PEOPLE AND CULTURES ...
Defendants' Description :
...the culinary adventure allows fans the ultimate showexperience while
sailing the high seas to dream vacation destinations.
c. Plaintiffs' Description:
IT'S AN UP CLOSE AND PERSONAL VIEW OF REAL LIVES, IN
REAL TIME OF A CAPTAIN, CHEF, BARTENDER, STEWARD, CRUISE
DIRECTOR, PASSENGERS, AND OTHERS.
THE AUDIENCE WILL WITNESS THE. MASTERY OF CAPTAIN ON
THE BRIDGE, THE CRUISE SAFETY AND REGULATIONS DEMONSTRATION ,
THE CHEF PREPARING WONDERFUL DELECTABLES IN THE GALLEY...
Defendants Description:
Top Chef at Sea lets fans get up close to their favorite cheftestantsand
their dishes. Each voyage will includeinteractive Quickfire Challenges, private cooking
classes and exclusive events hosted by former cheftestants.
d. Plaintiffs' Description:
FOODIES ARE LOYAL AND CURIOUS HOW-TO-COOK
ENTHUSIASTS! THEY HAVE BIG APPETITES AND INDULGE IN A
SMORGASBORD OF PERSONALITY DRIVEN REALITY COOKING SHOWS
WITH TASTY CUISINES AND INTERESTING SETTINGS. FOODIES ARE READY
TO COME ABOARD AND EXPERIENCE THE SHIP LIFE.
Defendants' Description:
The "TopChef cruise is the latest food-themed cruise packagedesigned
to appeal to foodies.
Ahoy, foodies...
... fans can enjoy an exclusive taste of the well-known series with enhanced
10
culinary experiences for foodies and globetrotters alike.
34. The Materials and concept of Plaintiffs is a competitive reality show with
chefs competingon-board cruise liners combined with its passengers experiencing global travel.
35. Plaintiffs identified Bravo to defendants Celebrity and Royal Caribbean as
a possible partner in the venture. In fact, a press announcement by Bravo stated, "Bravo is thrilled
to announce the launch of Top Chef at Sea, set to kick off this summer. A partnership with Bravo
and Celebrity Cruises, the culinary adventure allows fans the ultimate show experience while
sailing the high seas to dream vacation destinations".
36. The coordination, cooperation and conspiracy of NBC UNIVERSAL and
BRAVO with ROYAL CARIBBEAN and CELEBRITY as aforesaid is in direct contravention of
both the spirit and letter of the Diversity Fairness Agreement to which NBC Universal is a party.
37. Plaintiffs learned that Royal Caribbean had decided to produce and
broadcast the Misappropriated Show in or about February of2014, when one ofthe Plaintiffs, Tom
Grimes, observed a commercial for the Misappropriated Show. Upon information and belief, the
defendants intend to begin broadcasting in or about July of 2014.
38. Royal Caribbean, Celebrity, NBC Universal and Bravo has deceived and
will deceive the public by falsely stating that individuals other than Plaintiffs created the
Misappropriated Show.
39. At no time did Royal Caribbean, Celebrity, NBC Universal or Bravo ever
request or obtain Plaintiffs' consent to use the above-referenced ideas.
40. None of the Defendants has compensated Plaintiffs for the value of his or
her contributions. By using Plaintiffs' concepts, Royal Caribbean, Celebrity, NBC Universal and
Bravo will make millions of dollars. Plaintiffs, on the other hand, have received no compensation
11
whatsoever relating or referring to the Misappropriated Show
COUNT ONE
(Breach of Implied Contract)
41. Plaintiffs repeat and reallege the allegations contained in paragraphs 1
through 41 of the Complaint as if fully set forth at length herein.
42. The Walk the Plank Program, the Beyond the Cruise Program and the
Materials are an original and novel work, idea and expression thereof.
43. Plaintiffs submitted their idea and the Program to Celebrity and Royal
Caribbean with the object of persuading the Defendants to purchase their ideas and the Walk the
Plank Program and the Beyond the Cruise Program for commercial development. Upon
information and belief, Celebrity and Royal Caribbean shared the ideas, the Walk the Plank
Program and the Beyond the Cruise Program with NBC Universal and Bravo.
44. Plaintiffs and the Defendants, at all relevant times, knew that writers-
creators pitch creative ideas to prospective purchasers with the object of selling those ideas for
compensation.
45. Plaintiffs and the Defendants, at all relevant times, knew that it was standard
industrypractice for ideas to be pitched with the expectation of compensation in the event of use.
46. Plaintiffs the Defendants expressly understood that the Plaintiffs submitted
their idea with the understanding that, if the Programwas made, Plaintiffs would be compensated
as creator, writer, producer and executive producer of the Show.
47. Defendants accepted the Program and ideas by receiving and keeping copies
of Plaintiffs' Program Materials and concept after the submission via email.
12
48. Defendants' acceptance of the Program and Materials formed an implied-
in-fact contract.
49. Defendants breached that contract by assisting others in producing and
distributing the Show, a television show that was based on Plaintiffs' Program and ideas, and its
derivatives, without compensating Plaintiffs when profits were made.
50. Plaintiffs were damaged as direct and proximate result of Defendants'
breach. Plaintiffs have been damaged in an amount to be proven at trial, and they believe that they
have been damaged in an amount that exceeds several million dollars, including, but not limited
to, the value of Plaintiffs' ideas, and the loss of share of the profits derived from their ideas.
Plaintiffs have also been deprived of credits to the Show that they are entitled to as well as product
line sales commissions/compensation.
WHEREFORE, plaintiffs, THOMAS GRIMES, DEBORAH WILLIAMS and
CARNETTA JONES, demand judgment against defendants, CELEBRITY CRUISE LINES,
ROYAL CARIBBEAN INTERNATIONAL, NBC UNIVERSAL and BRAVO TELEVISION
NETWORK, as follows:
A. General and special damages according to proofs;
B. Inj unctive relief;
C. Attorney's fees;
D. Interest;
E. Costs of suit; and
F. Such other and further relief as the Court deems appropriate under the
circumstances.
13
SECOND COUNT
(Copyright Infringement)
(17 U.S.C. 501, et. sea.)
51. Plaintiffs repeat and reallege the allegations contained in paragraphs 1
through 50 of the Complaint as if fully set forth at length herein
52. Plaintiff is the owner of all right, title and interest in and to Plaintiffs'
unregistered copyrights.
53. Plaintiff has never authorized, licensed or otherwise permitted Defendants
to develop, produce, display, distribute, sell, or otherwise make any use of the Plaintiffs' Programs.
54. Defendants have copied, displayed and distributed the Plaintiffs
copyrighted materials by developing, displaying, producing and or arranging for development,
production, advertising, distribution, offering for sale and selling materials that infringe upon the
Defendant's copyrights and which are identical or nearly identical to the Plaintiffs' Programs.
55. As a direct and proximate result of Defendants' unauthorized use of the
Plaintiffs' copyrights, Plaintiff has suffered damages to its valuable copyrighted property and
business and other damages in an amount to be proven at trial.
56. Defendants have realized unjust profits, gains and advantages as a
proximate result of their infringement.
WHEREFORE, plaintiffs, THOMAS GRIMES, DEBORAH WILLIAMS and
CARNETTA JONES, demand judgment against defendants, CELEBRITY CRUISE LINES,
ROYAL CARIBBEAN INTERNATIONAL, NBC UNIVERSAL and BRAVO TELEVISION
NETWORK, as follows:
A. General and special damages according to proofs;
B. Injunctive relief;
14
c.
D.
E.
F.
Attorney's fees;
Interest;
Costs of suit; and
Such other and further relief as the Court deems appropriate under the
circumstances.
Dated: New York, New York
July 2, 2014
PERI & STEWART, LLC
Michael T. Stewart
Attorneys for Plaintiff
One Passaic Avenue
Fairfield, NJ 07004
(973)521-7426
DEMAND FOR JURY
Plaintiffs hereby demand a trial by jury as to all issues so triable.
Dated: New York, New York
July 2, 2014
15
PERI & STEWART, LLC
<Stewart
Attorneys for Plaintiff
One Passaic Avenue
Fairfield, NJ 07004
(973)521-7426
1 . ' .
Exhibit A
MEMORANDUM OF UNDERSTANDING
between
COMCAST CORPORATION, NBC UNIVERSAL
and
THE AFRICAN AMERICAN LEADERSHIP ORGANIZATIONS
THIS MEMORANDUM OF UNDERSTANDING ("MOU"), entered into on this
13,h day of December, 2010, and made effective upon the closing of thejoint venture between
Comcast Corporation ("Comcast") and NBC Universal ("NBCU"), is made by and among
Comcast, NBCU, and certain African American leadership organizations, including the National
Association for the Advancement of Colored People ("NAACP"), the National Urban League
("NUL"), and National Action Network ("NAN"), collectively called for the purposes of this
Agreement the "National African American Leadership Organizations."
WHEREAS, diversity is a core principle of the way in which Comcast and NBCU
conduct their respective businesses, the National African American Leadership Organizations
urge that Comcast and NBCU improve upon their current diversity efforts inthe areas of
corporate governance, employment/workforce recruitment and retention, procurement,
programming, and philanthropy and communityinvestments;
WHEREAS, Comcast is dedicated to continuing and enhancing its commitment to
diversity in connection with the proposed joint venture with General Electric ("GE") withrespect
to NBCU and to incorporating and expanding upon Comcast's and NBCU's existing diversity
programs;
WHEREAS, Comcast and NBCU wish to grow and strengthen their working
relationships with national organizations representing African American communities withthe
goal of maintaining and improving their diversity efforts;
WHEREAS, Comcast and NBCU strive to be industry leaders in the diversity
arena and desire to have their business practices reflect their customer base in the communities
where they operate; and
WHEREAS, Comcast remains committed to providing competitive and affordable
video services to its customers, including its customers in the African American community;
NOW THEREFORE, Comcast, NBCU, and the National African American
Leadership Organizations have created this MOU to establish an action plan for their cooperative
efforts after the closing of the transaction between Comcast and NBCU, on the diversity
initiatives enumerated herein, with the stated objectives of maintaining and growing productive
community partnerships with a wide variety of diverse organizations.
1. Purpose
Comcast, NBCU, and the National African American Leadership Organizations
share abelief that increased participation and involvement in all communities in which Comcast
and NBCU do business across their enterprise, including the African American community, will
benefit those communities, Comcast, and NBCU.
Comcast, NBCU, and the National African American Leadership Organizations
acknowledge that working together is appropriate to achieve the goals, objectives, and overall
spirit of this MOU.
This MOU is set forth primarily (1) toenhance the policies and programs by
which African Americans may realize greater participation in the five focus areas listed inthis
MOU; and (2) to identify and pursue actions by which the National African American
Leadership Organizations can support the growth ofComcast and NBCU's business within the
African American consumer market.
Nothing in this MOU is intended either to disadvantage or to provide favoritism
to any community. While this MOU highlights efforts that Comcast and NBCU are currently
undertaking to support the African American community, there are and will continue to be many
other ongoing efforts by the companies now, and by the combined company in the future, that
support myriad diverse communities and interest groups.
Consistent with the understanding in connection with theagreement entered into
among Comcast, NBCU, and various Hispanic Leadership Organizations, dated June 25, 2010,
the parties agree that the intent ofthis MOU is to create afree-standing agreement on diversity
commitments and that the commitments made herein are binding upon the parties, but shall not
be conditioned on approval ofthe transaction by the Federal Communications Commission
("FCC").
2. Scope
(a) Comcast Structure. This MOU is intended to cover all ofComcast's
major operating subsidiaries, including Comcast Cable and Comcast Entertainment Group
(which, upon closing ofthe transaction with GE, will include NBCU and NBCU's major
operating subsidiaries including Universal Studios and Universal Theme Parks). References
herein to "Comcast" are intended to encompass Comcast Corporation and the aforementioned
operating subsidiaries. The parties recognize that the corporate structure ofComcast is
specifically designed to respect the independence ofeach operating subsidiary and the
decentralized nature of Comcast's management of its business.
While Comcast is committed to these general diversity initiatives, it is understood
that each operating subsidiary retains independent discretion to determine the best method to
implement the initiatives in accordance with the parameters set forth within the MOU.
(b) Comcast Entertainment Group. It is understood that the new corporate
entity, known as the Comcast Entertainment Group, will not be apublicly-traded company and,
therefore, will not have anindependent board of directors. Upon closing, Comcast will own 51
percent ofComcast Entertainment Group and manage these combined NBCU/Comcast
programming assets. NBCU will essentially become aComcast operating subsidiary which will
be separately managed and will enjoy asignificant degree ofindependence.
(c) NBC Memorandum of Understanding. NBC currently is a party to a
2000 memorandum of understanding (the "NBC Memorandum") with a coalition representing
the interests of various minority organizations. Comcast isprepared tohonor the commitments
in the NBC Memorandum, to the extent theyremain relevant, includingwith respect to the
programming assets that Comcast will contribute to the newly formed Comcast Entertainment
Group.
3. Five Focus Areas
Comcast, NBCU, andthe National African American Leadership Organizations
have agreed to make commitments in the following areas that will be referred to as"Focus
Areas" for the purposes of this MOU:
1. Corporate Governance
2. Employment/Workforce Recruitment &Retention
3. Procurement
4. Programming
5. Philanthropy & Community Investments
Within ninety (90) days of the closing of the joint venture, Comcast will develop
amaster strategic plan, with advice from external diversity councils described below, that will
address the five Focus Areas outlined above and that will detail goals and objectives for each of
the Focus Areas. Immediately following execution of this MOU, Comcast will commence
laying the groundwork and planning for the master strategic plan (taking into account applicable
legal requirements that Comcast Corporation and NBCU continue to be separate entities until
closing of the joint venture).
4. Focus Area One - Corporate Governance; External Diversity Advisory Councils
(a) Structureand Purpose. Comcast has committed to establish external
Diversity Advisory Councils (the "Councils," which collectively shall be known as the "Joint
Council") to facilitate open communication over the development, monitoring, and evaluation of
diversity initiatives, including those discussed herein. One of the Councils shall be the National
African American Advisory Council ("African American Advisory Council"), which shall
provide advice to the senior executive teams at Comcast and NBCU regarding the companies'
development and implementation ofthe master strategic plan to improve diversity practices at
Comcast, including the five Focus Areas. In addition, Comcast intends to create other advisory
councils, including the National Hispanic Advisory Council and the National Asian American
Advisory Council. Comcast also may invite representatives of other diverse groups toserve on
the Joint Council, including Native Americans, veterans, disabled, and
lesbian/gay/bisexual/transgender.
(b) Members of African American Advisory Council. Within thirty (30)
days ofthe closing ofthe joint venture, Comcast will appoint nine (9) members to the African
American Advisory Council, including at least one senior executive or board member from each
of the three National African American Leadership Organizations (NUL, NAACP, and NAN).
In addition, the National African American Leadership Organizations may propose to Comcast
individuals for appointment to the African American Advisory Council; however, Comcast will
retain complete discretion inmaking all appointments.
(c) Meetings. The Joint Council will meet not less than two times per year.
Comcast's Chairman and Chief Executive Officer will attend one of those meetings, as well as
an individual meeting with the African American Advisory Council. Comcast's internal
Diversity Council ("Comcast Diversity Council"), including Comcast's Executive Vice
President/Chief Diversity Officer and Chief Operating Officer, and NBCU's internal Diversity
Council ("NBCU Diversity Council"), including NBCU's Executive Vice President/Chief
Diversity Officer, as well as other senior executives ofComcast and its operating subsidiaries as
appropriate, will participate in the twice-yearly meetings ofthe Joint Council and the African
American Advisory Council. Each Diversity Advisory Council, including the African American
Advisory Council, also will have the opportunity to interact with the Comcast and NBCU
Diversity Councils in between formal meetings ofthe Joint Council, including additional
meetings on an as-needed basis to offer advice on the master strategic plan and to discuss
progress under the plan.
The purpose ofthe two annual meetings will be to provide the Joint Council, and
where appropriate each individual Diversity Advisory Council, with briefings on relevant, non
confidential company business plans and operations as to the operating subsidiaries within the
scope ofthis MOU; to review progress on diversity initiatives, including under the Monitoring
and Evaluation provisions herein; and to solicit advice on how the companies and each Council
can work collaboratively toimprove performance ondiversity initiatives.
(d) Travel Expenses. Comcast will reimburse all reasonable travel and
hotel expenses for the members ofthe African American Advisory Council associated with
attending meetings ofthe African American Advisory Council and ofthe Joint Council.
(e) Liaisons. The chief diversity officers ofComcast and NBCU will
designate appropriate staff members to serve as liaisons to the African American Advisory
Council to, among other things, facilitate communication between the African American
Advisory Council, Comcast, and NBCU concerning the Focus Areas, as well as to address
administrative issues such as scheduling meetings, coordinating logistics and travel, preparing
meeting agendas, recording and distribution ofminutes, and facilitating post-meeting action
items.
5. Focus Area Two - Employment/Workforce Recruitment and Retention
Comcast andNBCU will strive to increase African American representation and
retention among its employees and executives at all levels oftheir respective organizations. This
Focus Area will focus on four key areas: senior management, mid-level management, entry-
level employment opportunities, and current employment levels at Comcast and NBCU. As it
relates to all four keyareas, Comcast and NBCU will continue to build and/or leverage
development and training programs that focus on building leadership talent among African
Americans employed within the organizations and enhancing opportunities for further
advancement within the organizations.
(a) Current Initiatives. Comcast and NBCU each has established corporate-
wide diversity programs, affirmative action plans, and a variety of other measures related to
recruitment, development, andretention toenhance diversity, including African American
representation, in their workforces.
Each organization has aninternal Diversity Council consisting of senior leaders
from their respective organizations. The diversity programs at each organization are active and
reflect the organizations' commitments to a diverse workforce through training, recruitment,
leadership development, and retention programs. Both organizations also have established
partnerships with key multicultural professional associations designed to attract talent for their
respective workforces.
Comcast Cable and NBCU are the two primary supporters of The Emma Bowen
Foundation for Minority Interests in Media ("Emma Bowen"), a unique five-year internship
program that provides minority students with the opportunity towork for partner companies, like
Comcast and NBCU, during summers andschool breaks from thesummer following their junior
year inhigh school until they graduate from college. This program has opened doors for many
minority candidates, and 61 percent of Comcast's Emma Bowen Foundation interns in2010 are
African American. Upon program completion, Emma Bowen students are integrated into
Comcast's and NBCU's recruitment pipelines. Today, Comcast employssix former Emma
BowenFoundation interns, and NBCUemploys 10, and many others work in the media industry.
(b) Enhancing Workforce Diversity. Looking forward, Comcast and NBCU
arecommitted tobe industry leaders inthe arena of workforce diversity and, therefore, will
recruit and retain more African Americans so that their workforces more accurately reflect the
communities they serve.
(i) Comcast will continue its commitment to increase diversity in its
leadership ranks, including at the vice president and director levels and above. Consistent with
its affirmative action goals, Comcast will actively take steps torecruit African Americans in its
workforce. The followingpipeline initiatives will be implemented:
(1) Comcast's Human Resources Department will launch focus
group discussions as a resource for employees from all demographic groups, backgrounds, and
experiences. These focus group discussions will play anintegral role inenhancing the diversity
climate at Comcast.
(2) Comcast will implement a boot camp program for mid-
level vicepresident candidates, including no less than 80 percent diverse candidates.
(3) Withcooperation fromthe African American Advisory
Council, Comcast and NBCU will identify and utilize search firms with track records of
successfully recruiting diverse pools of talent, including African American talent, and work with
these firms to identify diverse leaders.
(4) Comcast will continue its commitment to enhancing
minority representation in the leadership ranks of the organization by requiring adiverse pool of
candidates for all hires at the vice president level and above. Comcast is committed to having at
least one person of color on the slate for all positions at the vice president level or above,
including its corporate executive and division leadership.
(ii) Apercentage ofComcast Corporate senior management's bonus
will be tied to the achievement of diversity initiatives.
(iii) NBCU will roll out an annual online diversity training module to
coverall regular NBCUemployees.
(iv) NBCU will support and partner with organizations training African
Americans in all facets ofthe entertainment industry, and Comcast is willing to consider
providing financial support to such organizations. In addition, Comcast and NBCU will continue
to develop career-path programs, including mentoring programs designed to enhance the
promotion potential of identified talent, moving individuals from entry-level, to mid-level, to
senior management. The African American Advisory Council may suggest organizations for
Comcast to consider for such training.
(v) NBCU is committed to maintaining its unique Diversity Council
and structure and to identifying additional forms of outreach and recognition. Spending on
diversity initiatives and the overall NBCU Diversity budget has increased substantially over the
past three years to ensure current programs and new initiatives are supported and expanded, and
NBCU will continue toprovide full support to itsambitious diversity program.
(vi) The African American Advisory Council may make
recommendations to Comcast and NBCU regarding the selection ofexecutive leadership
development programs, including recommendations for search firms with expertise in identifying
African American executive candidates and for development ofinternship programs aimed at
exposing college and university-level students.
(vii) Comcast will provide annual workforce-related data in a format to
be discussed with the African American Advisory Council. This data will be provided to the
African American Advisory Council, as well as to the National African American Leadership
Organizations upon request, subject to anon-disclosure agreement and with the understanding
that the data is to be used only for internal discussions and progress report development with the
Joint Council.
6. Focus Area Three - Procurement
(a) Current Initiatives. Comcast Cable and NBCU currently spend
significant amounts with minority-owned and minority-led suppliers and vendors. Comcast
spent more than SI .3 billion with minority-owned vendors between 2006 and 2009, including
vendors in the African Amencan community. Since its formal supplier diversity program began
in 2003, the percentage ofcompany-wide spend attributed to diverse suppliers has grown from
7.4 percent to 11.9 percent in 2009. In dollar terms, Comcast increased its overall annual
spending with diverse suppliers during this period from $322 million to $627 million,
representing a95 percent increase. In 2009, Comcast spent S84 million with over 130 African
American-owned businesses.
Since 2006, NBCU increased itsdiverse spending by 78%. From 2006 to 2009,
NBCU spent over $650 million with diverse suppliers. In 2009, NBCU spent almost S34 million
withbusinesses ownedand operated by African Americans.
In addition, bothComcast and NBCU partnerwith African American-based
organizations to enhance utilization ofminority-owned enterprises. Comcast Cable and NBCU
also have "second tier" procurement programs designed to encourage their top suppliers to
purchase goods and services from minority-owned vendors, including African American-owned
vendors.
Comcast CableandNBCU will continue to partner withthe African American
business community and participate in procurement-related events, as they have in recent years.
Comcast and NBCU will seek advice from the African American Advisory Council toidentify
opportunities for spending with African American-owned suppliers who can meet the
companies' needs in agreed-upon categories.
(b) Enhancing Procurement Diversity. Comcast and NBCU will enhance
diversity in its procurement ofgoods and services and company-wide supplier diversity
activities, increasing the amount spent on diverse business partners, including African American-
owned enterprises. On a nationwide basis, and in furtherance ofits above stated commitments,
Comcast and NBCU will continue, consistent with past efforts, to strive toincrease the
percentage of business conducted with African American-owned vendors to be on par with the
percentage ofAfrican American-owned businesses in the communities they serve.
(i) In 2010, Comcast became a founding partner inthe Inclusion
Initiative, a collaborative effort among several publicly held corporations designed to increase
significantly business opportunities for law firms owned by diverse individuals. The overall goal
for this initiative is$30 million, of which Comcast has committed $1 million. As part of the
Inclusion Initiative, Comcast will use its best efforts to retain minority-owned law firms that
participate in the Initiative. Further, NBCU commits post-close to expand its business with
minority-owned law firms. NBCU will establish aworking relationship with one or more
minority finns in at least three cities where it has headquarters operations - New York City, Los
Angeles, and Washington, D.C. In addition, NBCU will commit to have its General Counsel
meet annually with the executive director ofthe National Association ofMinority and Women
Owned Law Firms ("NAMWOLF") and the senior executive of the National Bar Association to
review NBCU's outreach efforts tominority-owned law firms andreview its efforts toexpand
the amount of business that NBCU does with minority-owned firms.
(ii) Comcast also commits to engage an African American owned
advertising agency (or agencies) to develop national and/or local advertising and marketing
materials. Further, in 2011, following the close of the transaction, Comcast and NBCU jointly
will commit at least anadditional $7 million in spending onadvertising with minority-owned
media.
(Hi) Comcast will grow the diversity of its investment banking and
banking partners through its minority banking program and through the development and
expansion of relationships with minority investment firms, including African American-owned
firms. In addition, Comcast will continue to evaluate its second tier procurement program and
work to find ways to expand it to create additional opportunities and an even greater impact,
including expansion ofsecond tier reporting to encompass more suppliers and automation ofthe
reporting process.
(iv) Additionally, Comcast and NBCU will continue topartner with
African American organizations to enhance the utilization ofAfrican American owned
enterprises, specifically African American-led chambers ofcommerce and/or other African
American-led business organizations, including African American owned banks at the national,
regional, and local levels.
(v) Going forward, NBCU will continue its robust procurement plan
that will include a collaborative effort with theNational African American Leadership
Organizations toidentify African American vendors.
(vi) Comcast and NBCU will work together with the African American
Advisory Council to identify opportunities for spending with African American suppliers in
agreed-upon categories, which may include advertising, construction, information technology,
legal services, financial services, office furniture and supplies, promotional and marketing
products, etc. In addition, Comcast and NBCU will identify opportunities that increase the
number and qualification ofsuppliers in certain spending categories. Comcast and NBCU will
continue to train its procurement category buyers to be aware ofopportunities for inclusion,
including opportunities for existing African American suppliers to expand their portfolio of
business with Comcast and NBCU.
(vii) Comcast will provide annual procurement-related data ina format
to bediscussed with the African American Advisory Council. Thisdata will be provided to the
African American Advisory Council, as well as to the National African American Leadership
Organizations upon request, subject to anon-disclosure agreement and with the understanding
that the data isto be used only for internal discussions and progress report development with the
Joint Council.
7. Focus Area Four -- Programming
(a) Current Initiatives. Comcast Cable is committed tomaintaining and
improving its track record in bringing diverse programming to its subscribers. Comcast
continues to offer a robust variety of programming featuring African Americans or aimed at
Afncan American viewership.
Comcast currently carries twelve (12) cable networks which are owned by
African American interests and/or air programming primarily focused on the African Amencan
community Among these networks are well known channels, such as Black Entertainment
Television ("BET"), Centric, the Gospel Music Channel, and TV One. Comcast was
instrumental in the creation of TV One - one of the most meaningful advancements ofminority
ownership in cable television history. In 2003, Comcast recognized there was aneed for another
entertainment channel targeting the African American community, so it partnered with an
experienced African American radio programmer, Radio One (the largest radio broadcaster
primarily targeting African American and urban listeners), to create TV One, an alternative to
BET. Today, the network is available to over 50 million homes.
Comcast features On Demand programming that delivers avariety oftelevision
entertainment and music choices from various African American-oriented content providers,
including BET and H20 Hip Hop On Demand, to recently acquired Soul Train content.
Comcast also recently launched Black Cinema On Demand. This Video On
Demand ("VOD") channel is acelebration of African American films, filmmakers, and actors
from the past, present, and future, focusing on the wide range of experiences, accomplishments,
and points-of-view of African Americans as expressed through the artistic medium of film.
Black Cinema on Demand provides aforum for diverse independent programmers and frequently
showcases the works ofboth famous and relatively unknown Afncan American actors, directors,
and producers. Black Cinema on Demand provides 20 hours per month of content and has
enjoyedinitial success.
(b) Enhancing Programming Diversity. Comcast is expanding its joint
commitment with GE and NBCU regarding the addition ofindependently-owned and -operated
channels to its digital line-up, which appears in the FCC Public Interest Statement of January 28,
2010, as follows.
(i) Comcast has committed to add at least ten (10) new independently-
owned and-operated programming services over the next eight (8) years following closing of the
transaction. Comcast has enhanced this pledge by committing that at least eight (8) ofthese
networks will be networks in which minorities have substantial participation, either through
ownership or operational control. Four (4) of the new networks will be linear video
programming services in which African Americans have amajority or substantial ownership
interest, with at least two (2) ofthose services to be added in the first two (2) years following
closing'of the transaction. The two (2) remaining linear video programming services in which
African Americans have amajority or substantial ownership interest will be added within the
eight (8) year period following closing of the transaction. In each system that adds one or more
of the four (4) programming services, such service(s) will be added to the "Dl" digital tier. Such
services will be added on commercially comparable and competitive terms to the carriage ofthe
services by other distributors. Comcast will work closely with the African American Advisory
Council to help identify programming services in which African Americans have amajority or
substantial ownership interest or African American entrepreneurs with the financial means to
make the significant investment required in starting anetwork; provided, however, that the
selection ofsuch newly distributed programming services will be in Comcast's discretion.
(ii) Comcast currently carries (a) African American-controlled and -
operated networks and also (b) non-African American-owned networks that target the African
American community. In addition to its commitment in the preceding paragraph, Comcast will
work with programmers to extend at least two programming services comprising either or both
of these types of programming in systems serving at least one key market for each such service
from the following list ofmarkets within six months ofclosing ofthe transaction: Atlanta,
Chicago, Washington, D.C., Philadelphia, and Detroit. The selection ofsuch currently
distributed programming services and such markets will be in Comcast's discretion.
(iii) In addition, Comcast will establish aventure capital fund intended
to expand opportunities for minority entrepreneurs in the development ofnew digital media
applications. Comcast will commit at least $20 million in funding to this new fund within six
months of closing of the transaction.
(iv) To assist in improving the representation ofminorities in executive
positions in Hollywood's creative community, Comcast is committed to work with
NBCU/Universal Studios to expand opportunities for diverse business executives, creative
executives, and diverse talent in film production ina variety of ways.
(v) NBCU isproud that across all of its content of news, sports,
feature films, digital, cable and broadcast, diverse talent is prominent. In particular, African
American actors and actresses are in strong, positive roles, including in NBCU's popular cable
shows, such as Bravo's Bad Girls and Real Housewives ofAtlanta, Syfy's Eureka, Stargate
Universe, Beast Legends, and Warehouse 13, USA Network's Psych, White Collar, and Facing
Kate. African Americans also can be seen in 2010-2011 primetime season on NBC with
returning series, including America's Got Talent, 30 Rock, Saturday Night Live, Community,
Parenthood, Law &Order: SVU, Friday Night Lights, Parks and Recreation, Last Comic
Standing, and The Office. New series on the 2010-2011 schedule included Undercovers, which
features a married African American couple, as well as other new series that debuted this season
with African American leads, including The Paul Reiser Show, Love Bites, Friends with Benefits,
Chase, Outlaw, The Cape, and Tlie Event, starring Blair Underwood as the President ofthe
United States.
(vi) To promote diversity among its writers, NBCU has committed to
continue funding adiversity staff writer position (selected by the showrunner/producer) for each
ofits scripted series on the NBC broadcast network and for each ofNBC's three late-night
programs. In addition, NBCU will expand this program to fund adiverse staff writer position on
each scripted series on NBCU's cable networks. Further, NBCU will continue to sponsor
programs that give minorities, including African Americans, the opportunity to work with NBCU
professionals, including its Director's Fellowship program, casting initiatives, and other
professional development programs.
(vii) NBCU will strive to ensure the presentation ofdiverse viewpoints
by seeking the expanded participation of minorities on its news and public affairs programming.
To advance this goal, NBCU will consider suggestions from the African American Advisory
Council of individuals who could be considered for such participation.
10
(viii) Comcast will provide annual programming-related data in aformat
to be discussed with the African American Advisory Council. This data will be provided to the
African American Advisory Council, as well as to the National African Amencan Leadership
Organizations upon request, subject to anon-disclosure agreement and with the understanding
that the data is to be used only for internal discussions and progress report development with the
Joint Council. In addition, Comcast will participate in an effort to benchmark its performance.
Comcast will also work to persuade other multi-channel video programming distributors to join
these benchmarking efforts so that it isan industry-wide practice.
8. Focus Area Five - Philanthropy and Community Investment
(a) Current Initiatives. Comcast and NBCU recognize the importance of
investing in minority-led organizations, including African American organizations, and the
programs and services provided by minority organizations to their respective communities.
Further, Comcast and NBCU understand that corporate and foundation contributions are
important to the communities where they do business and are consistent with responsible
business practices.
Comcast has three community investment priorities - Building Tomorrow's
Leaders, Expanding Digital Literacy, and Promoting Community Service - with diversity as an
underpinning in each ofthese areas. In general, with alarge percentage ofthe African Amencan
population residing in urban areas, Comcast's support of organizations with abroad national
footprint ensures that asignificant portion of its cash and in-kind contributions are making a
difference in the lives of thosein African American communities.
NBCU also is committed to a wide range of community investment initiatives in
diverse communities. For more than ten years, NBCU has made education apriority in its
philanthropic and corporate giving programs. The NBCU Foundation supports many
organizations, including organizations dedicated to advancing the interests of racially diverse
communities.
(b) Enhancing Diversity in Community Investment. While more specific
benchmarks may be established in consultation with the African American Advisory Council,
Comcast and NBCU will commit to increase their philanthropic efforts to support African
American-led and African American-serving institutions.
(i) In addition, Comcast makes the following commitments to
enhance its investment in the African American community specifically and the minority
community generally:
(1) Comcast and the African American Advisory Council will
work cooperatively to increase outreach to African American students by reaching out to high
school principals and guidance counselors in predominantly African Amencan communities to
nominate students for participation in its Leaders and Achievers program.
(2) Comcast and NBCU will increase support for internship
and scholarship programs ofAfrican American-led and African American-serving organizations
11
with proven track records in working with the African Amencan community. In addition,
Comcast and NBCU will work with their respective Human Resources Departments to ensure
that graduates of these programs are being considered for entry-level positions.
(3) Comcast will expand its Comcast Cares Day focus to add
organizations serving African American communities and to increase the number of
organizations that are servingAfrican American beneficiaries.
(4) Comcast will ensure the locations of its programs through
the Comcast Digital Connectors program are indiverse communities, including specifically
African American communities.
(5) Comcast will further promote and communicate about the
positive work and impact of itsAfrican American partners, including the NAACP, NUL, and
NAN, by increasing the provision of publicserviceannouncements, social media
communications, advertising, and media placement (both locally and nationally).
(ii) Comcast will provide annual community investment-related data in
a format to be discussed with the African American Advisory Council. This data will be
provided to the African American Advisory Council, as well astothe National African
American Leadership Organizations uponrequest, subject to a non-disclosure agreement and
with the understanding that the data is to be usedonly for internal discussions and progress
report development with the Joint Council.
9. Monitoring and Evaluation of Progress
(a) Within sixty(60) days of the execution of this MOU, Comcast will laythe
groundwork for and begin planning to conduct a benchmark study of the initiatives set forth
herein, against which future progress will bemeasured and monitored, with thegoal of
completing the study within ninety (90) days of closing of thejoint venture. The benchmark
study will include bothComcast Cable and Comcast Entertainment Group. On anannual basis
thereafter, Comcast will conduct an assessment of progress on the initiatives. The annual
assessment will be scheduled for reviewby the African American Advisory Council at one of the
meetings with the Comcast and NBCU Diversity Councils for the purposes of seeking input and
recommendations for strategies to improveperformanceon the enumerateddiversity initiatives.
(b) Comcast affirms its commitments stated herein to provide annual
workforce, procurement, programming and philanthropic and community investment-related data
in a format to be discussed with the African American Advisory Council. The benchmark study
also will be provided tothe African American Advisory Council. This datawill be provided to
the African American Advisory Council, as well as to the National African American Leadership
Organizations upon request, subject toa non-disclosure agreement, with the understanding that
thedata is to be used only for internal discussions and progress report development with the Joint
Council.
12
10. Effective Date
This MOUwill takeeffect uponthe closingof the joint venture between Comcast
and NBCU. The parties agree that, inanticipation of closing, they will continuetheir discussions
over matters contained in this MOU and will beginto work cooperatively to lay the groundwork
for initiatives herein, including the formation of the Councils.
COMCAST CORPORATION
Stephen Bunjre
Chief Operating Officer
David'L'Cohen
Executive Vice President and
Chief Diversity Officer
NBC UNIVERSAL
QaA fliu-l
Paula Madison
Executive Vice President and
Chief Diversity Officer
Date:
lite t<6, TatO
: / 1s//*///!/
Date
Date:
W> r //
Date:. M
/^//5//6
FOR NATIONAL AFRICANAMERICAN LEADERSHIP ORGANIZATIONS:
Benjamin'ToddJealous
President and Chief Executive Office.
\ACP
13
Dale:
12/14/10
Marc H. Morial
President and Chief Executive Officer
National Urban League
. Al ShaxotonI Rev. Al Shaxpton
Founder
National Action Network
Date: M
10
Date:
/2/t V/Q