JS 44C/SDNY

* REV.^/2014JUDGE WOODS CIVIL COVER SHEEHCV5048tiAieplawnior supplement the filing and 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 theJudicial Conference of the United States in September 1974, is required for use of the Clerk of Court for the purpose ofinitiating the civil docket sheet.

n *DEFENDANTS UUL_ v wPLAINTIFFS

THOMAS GRIMES, DEBORAH WILLIAMS and CARNETTA JONES,

ATTORNEYS (FIRM NAME, ADDRESS, AND TELEPHONE NUMBERMichael T. Stewart, Esq.Peri & Stewart, LLCOne Passaic Avenue, Fairfield, NJ 07004; (973) 521-7426

JUL 0:2014CELEBRITY CRUISE LINES, ROYAL CARIBBEAN INTERNATIONAL, NBCUNIVERSAL 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 CIVIL STATUTE UNDER WHICH YOU ARE FILING AND WRITE ABRIEF STATEMENT OF CAUSE)(DO NOT CITE JURISDICTIONAL STATUTES UNLESS DIVERSITY)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 | |

(PLACE AN [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 LIABILITYSEIZURE OF PROPERTY 28 USC 158 REAPPORTIONMENT

[ ]130 MILLER ACT LIABILITY [ ] 365 PERSONAL INJURY21 USC 881 [ ] 423 WITHDRAWAL [ ] 410 ANTITRUST

[ 1140 NEGOTIABLE [ ] 320 ASSAULT, LIBEL & PRODUCT LIABILITY [ ] 690 OTHER 28 USC 157 [ j430BANKS &BANKINGINSTRUMENT 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 jOF 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 TVSTUDENT 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) EXCHANGEOF 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 XVISUITS [ ] 720 LABOR/MGMT [ ] 865 RSI (405(g)) [ ) 890 OTHER STATUTORY

M190 OTHER PRISONER PETITIONS RELATIONS ACTIONSCONTRACT [ ] 463 ALIEN DETAINEE [ ] 740 RAILWAY LABOR ACT [] 891 AGRICULTURAL ACTS

[ ]195 CONTRACT [ ] 510 MOTIONS TO [ J 751 FAMILY MEDICALLEAVE ACT (FMLA)

FEDERAL TAX SUITSPRODUCT ACTIONS UNDER STATUTES VACATE SENTENCELIABILITY 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 [ ]895 FREEDOM 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 RIGHTSPROCEDURE 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 WITHDISABILITIES -OTHER

i

i[ ]290 ALL OTHER

REAL PROPERTY

[ ] 448 EDUCATION 'ti

Checkif demanded in complaint:

CHECK IF THIS IS A CLASS ACTIONUNDER FRCP. 23•

DEMAND $ OTHER

Check YES only ifdemanded incomplaintJURY 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).

(PLACE AN x IN ONE BOX ONLY) ORIGIN

1*1 1 Original U 2 Removed from I—I 3 Remanded LJ 4 Reinstated or \_J 5 Transferred from |~J 6 Multidistrict |~J 7 Appeal to DistrictProceeding state court from Reopened (Specify District) Litigation Judgefrom

• a. a„partiesrepreSen,ed Appellate Mgw.JudgeI | b. At least one

party is pro se.

(PLACE AN x IN ONEBOXONLY) BASIS OF JURISDICTION 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 CITIZEN OR SUBJECT OF A []3[*3 INCORPORATED and PRINCIPAL PLACE []5 []5FOREIGN COUNTRY OF BUSINESS IN ANOTHER STATE

CITIZEN OF ANOTHERSTATE [*] 2 [x] 2 INCORPORATEDor PRINCIPAL PLACE [ ] 4 [ ] 4 FOREIGN NATION [ ] 6 [ ] 6OF 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 RoadWinchester, VA 22604 Woodland Hills, CA 91364 Agua Dulce, CA 91390County of Frederick County of Los Angeles County of Los Angeles

DEFENDANT(S) ADDRESS(ES) AND COUNTY(IES)

Celebrity Cruise Lines Royal Caribbean International NBC Universal1050 Caribbean Way 1050 Caribbean Way 3000 West Alameda AvenueMiami, 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 UNKNOWNREPRESENTATION IS HEREBY MADE THAT, 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 RIGHTSCOMPLAINT.)

DATE SIGNATUf$0F ATTORr^EYJD&RECORO ADMITTED TO PRACTICE IN THIS DISTRICT7/W/V / vtAi/fr n no

' ' ' / ^ / l M YES (DATE ADMITTED Mo.June Yr. 1989 )RECEIPT # Attorney Bar Code # MS7294

Magistrate Judge is to be designated by the Clerk of the (HQU. JUD&£ FfUMJfMagistrate Judge ^___ is so Designated.

Ruby J. Krajick, Clerk of Court by Deputy Clerk, DATED .

UNITED STATES DISTRICT COURT (NEW YORK SOUTHERN)

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

-X

048THOMAS GRIMES, DEBORAHWILLIAMS and CARNETTA JONES,

Plaintiffs,

-against-

CELEBRITY CRUISE LINES, ROYALCARIBBEAN INTERNATIONAL,NBC UNIVERSAL and BRAVO

TELEVISION NETWORK,

Defendants.

1-1CVJUDGE WOODS

-X

rOMPTAJffl^QXTH JURY DEMANDFillED

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"). A true and complete copy of the Diversity Fairness Agreement is attached hereto 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 LeadershipOrganizations share a belief that increased participation and involvement inall communities in which Comcast and NBCU do business across their

enterprise, including the African American community, will benefit thosecommunities, Comcast, and NBCU.

Comcast, NBCU, and the National African American LeadershipOrganizations acknowledge that working together is appropriate to achievethe goals, objectives, and overall spirit of this MOU.

This MOU is set forth primarily (1) to enhance the policies andprograms by which African Americans may realize greater participation inthe five focus areas listed in this MOU; and (2) to identify and pursueactions by which the National African Leadership Organizations cansupport the growth of Comcast and NBCU's business within the AfricanAmerican consumer market.

Nothing in this MOU is intended either to disadvantage or to providefavoritism to any community. While this MOU highlights efforts thatComcast and NBCU are currently undertaking to support the AfricanAmerican community, there are and will continue to be many other ongoingefforts 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 agreemententered into among Comcast, NBCU, and various Hispanic LeadershipOrganizations, dated June 25, 2010, the parties agree that the intent of thisMOU is to create a free-standing agreement on diversity commitments andthat the commitments made herein are binding upon the parties, but shallnot be conditioned on approval of the transaction by the FederalCommunications 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 watchingfood networks have heightened to the extent where they describes themselves as"foodies."

Foodies are loyal and curious how-to-cook enthusiasts! They havebig appetites and indulge in a smorgasbord of personality driven reality cookingshows with tasty cuisines and interesting settings! Foodies are ready to test theirpalate on cruise line cuisine! They are ready to come aboard and experience theship 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 takesplace in the galley of a cruise ship. 13 chefs will compete for the grand prize ofbeing the Executive Chefofa cruise ship. They will be challenged to create variouscontinental cuisines and culinary delights. Episodes will show themed foodcreations 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. Allmeals will be prepared and presented to the judges within a set time.

• Under the direction of the head executive chef, contestants will bejudged according to taste, presentation and creativity! Contestants will discuss andchoose one person they feel is weak in character, and/or as a cook, and should beeliminated. 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 of the challenge is safe from elimination. The unlucky one willbe 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'ttake 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

reality television series titled "Beyond the 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 theirimagination as a way of exploration. Dreamers live vicariously through another's

experiences.

• They experience the intrigue of adventure and the thrill of traveling toforeign destinations, embracing new people and cultures and lifestyles through theeyes of another. Perhaps, through the eyes of the staff and crew of RoyalCaribbean, the master of "freestyle cruising."

• Beyond the cruise, is a reality TV series. It's an up close and personalview of real lives, in real time ofa captain, chef, bartender, steward, cruise director,passengers, and others.

• We will vicariously experience their camaraderie, their harmony, theirdrama, their romance, and their hierarchy. Anticipating encounters behind thescenes 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 ofMs. 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 on this opportunity as we feel it does not align with our current priorities." A true

and complete copy of said November 21, 2013 correspondence is attached hereto as Exhibit "F"

and made a part hereof.

26. Ms. Sierra-Caro did not advise Plaintiffs, directly or indirectly, verbally or

otherwise, thatDefendants, 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, NBC Universal

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 a true and complete copy of

an article that was published on February 4, 2012 appearing at www.broadwavworld.com relating to

Celebrity Cruises' 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 orconsent, 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; andh. Behind the scenes glimpse.

33. More specifically, but within limitation, the Misappropriated Showutilized

the following non-exhaustive comparison of ideas thatwere misappropriated by Defendants 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 cheftestants—and

their dishes. Each voyage will include interactive 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 "Top Chef cruise is the latest food-themed cruise package designed

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 competing on-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

industry practice 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. Injunctive 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 YorkJuly 2, 2014

PERI & STEWART, LLC

Michael T. Stewart

Attorneys for PlaintiffOne 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 YorkJuly 2, 2014

15

PERI & STEWART, LLC

<Stewart

Attorneys for PlaintiffOne Passaic Avenue

Fairfield, NJ 07004(973)521-7426

1 . ' .

Exhibit A

MEMORANDUM OF UNDERSTANDING

between

COMCAST CORPORATION, NBC UNIVERSALand

THE AFRICAN AMERICAN LEADERSHIP ORGANIZATIONS

THIS MEMORANDUM OF UNDERSTANDING ("MOU"), entered into on this13,h day of December, 2010, and made effective upon the closing of thejoint venture betweenComcast Corporation ("Comcast") and NBC Universal ("NBCU"), is made by and amongComcast, NBCU, and certain African American leadership organizations, including the NationalAssociation for the Advancement of Colored People ("NAACP"), the National Urban League("NUL"), and National Action Network ("NAN"), collectively called for the purposes of thisAgreement the "National African American Leadership Organizations."

WHEREAS, diversity is a core principle of the way in which Comcast and NBCUconduct their respective businesses, the National African American Leadership Organizationsurge that Comcast and NBCU improve upon their current diversity efforts in the areas ofcorporate governance, employment/workforce recruitment and retention, procurement,programming, and philanthropy and community investments;

WHEREAS, Comcast is dedicated to continuing and enhancing its commitment todiversity in connection with the proposed joint venture with General Electric ("GE") with respectto NBCU and to incorporating and expanding upon Comcast's and NBCU's existing diversityprograms;

WHEREAS, Comcast and NBCU wish to grow and strengthen their workingrelationships with national organizations representing African American communities with thegoal of maintaining and improving their diversity efforts;

WHEREAS, Comcast and NBCU strive to be industry leaders in the diversityarena and desire to have their business practices reflect their customer base in the communitieswhere they operate; and

WHEREAS, Comcast remains committed to providing competitive and affordablevideo services to its customers, including its customers in the African American community;

NOW THEREFORE, Comcast, NBCU, and the National African AmericanLeadership Organizations have created this MOU to establish an action plan for their cooperativeefforts after the closing of the transaction between Comcast and NBCU, on the diversityinitiatives enumerated herein, with the stated objectives of maintaining and growing productivecommunity partnerships with a wide variety of diverse organizations.

1. Purpose

Comcast, NBCU, and the National African American Leadership Organizationsshare abelief that increased participation and involvement in all communities in which Comcastand NBCU do business across their enterprise, including the African American community, willbenefit those communities, Comcast, and NBCU.

Comcast, NBCU, and the National African American Leadership Organizationsacknowledge that working together is appropriate to achieve the goals, objectives, and overallspirit of this MOU.

This MOU is set forth primarily (1) to enhance the policies and programs bywhich African Americans may realize greater participation in the five focus areas listed in thisMOU; and (2) to identify and pursue actions by which the National African AmericanLeadership Organizations can support the growth ofComcast and NBCU's business within theAfrican American consumer market.

Nothing in this MOU is intended either to disadvantage or to provide favoritismto any community. While this MOU highlights efforts that Comcast and NBCU are currentlyundertaking to support the African American community, there are and will continue to be manyother ongoing efforts by the companies now, and by the combined company in the future, thatsupport myriad diverse communities and interest groups.

Consistent with the understanding in connection with theagreement entered intoamong Comcast, NBCU, and various Hispanic Leadership Organizations, dated June 25, 2010,the parties agree that the intent ofthis MOU is to create a free-standing agreement on diversitycommitments and that the commitments made herein are binding upon the parties, but shall notbe conditioned on approval ofthe transaction by the Federal Communications Commission("FCC").

2. Scope

(a) Comcast Structure. This MOU is intended to cover all ofComcast'smajor operating subsidiaries, including Comcast Cable and Comcast Entertainment Group(which, upon closing ofthe transaction with GE, will include NBCU and NBCU's majoroperating subsidiaries including Universal Studios and Universal Theme Parks). Referencesherein to "Comcast" are intended to encompass Comcast Corporation and the aforementionedoperating subsidiaries. The parties recognize that the corporate structure ofComcast isspecifically designed to respect the independence ofeach operating subsidiary and thedecentralized nature of Comcast's management of its business.

While Comcast is committed to these general diversity initiatives, it is understoodthat each operating subsidiary retains independent discretion to determine the best method toimplement the initiatives in accordance with the parameters set forth within the MOU.

(b) Comcast Entertainment Group. It is understood that the new corporateentity, known as the Comcast Entertainment Group, will not be apublicly-traded company and,

therefore, will not have an independent board of directors. Upon closing, Comcast will own 51percent ofComcast Entertainment Group and manage these combined NBCU/Comcastprogramming assets. NBCU will essentially become aComcast operating subsidiary which willbe separately managed and will enjoy asignificant degree of independence.

(c) NBC Memorandum of Understanding. NBC currently is a party to a2000 memorandum of understanding (the "NBC Memorandum") with a coalition representingthe interests of various minority organizations. Comcast isprepared to honor the commitmentsin the NBC Memorandum, to the extent theyremain relevant, includingwith respect to theprogramming assets that Comcast will contribute to the newly formed Comcast EntertainmentGroup.

3. Five Focus Areas

Comcast, NBCU, and the National African American Leadership Organizationshave agreed to make commitments in the following areas that will be referred to as"FocusAreas" for the purposes of this MOU:

1. Corporate Governance2. Employment/Workforce Recruitment & Retention3. Procurement

4. Programming5. Philanthropy & Community Investments

Within ninety (90) days of the closing of the joint venture, Comcast will developa master strategic plan, with advice from external diversity councils described below, that willaddress the five Focus Areas outlined above and that will detail goals and objectives for each ofthe Focus Areas. Immediately following execution of this MOU, Comcast will commencelaying the groundwork and planning for the master strategic plan (taking into account applicablelegal requirements that Comcast Corporation and NBCU continue to be separate entities untilclosing of the joint venture).

4. Focus Area One - Corporate Governance; External Diversity Advisory Councils

(a) Structureand Purpose. Comcast has committed to establish externalDiversity Advisory Councils (the "Councils," which collectively shall be known as the "JointCouncil") to facilitate open communication over the development, monitoring, and evaluation ofdiversity initiatives, including those discussed herein. One of the Councils shall be the NationalAfrican American Advisory Council ("African American Advisory Council"), which shallprovide advice to the senior executive teams at Comcast and NBCU regarding the companies'development and implementation ofthe master strategic plan to improve diversity practices atComcast, including the five Focus Areas. In addition, Comcast intends to create other advisorycouncils, including the National Hispanic Advisory Council and the National Asian AmericanAdvisory Council. Comcast also may invite representatives of other diverse groups toserve onthe JointCouncil, including Native Americans, veterans, disabled, andlesbian/gay/bisexual/transgender.

(b) Members ofAfrican American Advisory Council. Within thirty (30)days ofthe closing ofthe joint venture, Comcast will appoint nine (9) members to the AfricanAmerican Advisory Council, including at least one senior executive or board member from eachof the three National African American Leadership Organizations (NUL, NAACP, and NAN).In addition, the National African American Leadership Organizations may propose to Comcastindividuals for appointment to the African American Advisory Council; however, Comcast willretain complete discretion in making 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 asan individual meeting with the African American Advisory Council. Comcast's internalDiversity Council ("Comcast Diversity Council"), including Comcast's Executive VicePresident/Chief Diversity Officer and ChiefOperating Officer, and NBCU's internal DiversityCouncil ("NBCU Diversity Council"), including NBCU's Executive Vice President/ChiefDiversity Officer, as well as other senior executives ofComcast and its operating subsidiaries asappropriate, will participate in the twice-yearly meetings ofthe Joint Council and the AfricanAmerican Advisory Council. Each Diversity Advisory Council, including the African AmericanAdvisory Council, also will have the opportunity to interact with the Comcast and NBCUDiversity Councils in between formal meetings ofthe Joint Council, including additionalmeetings on an as-needed basis to offer advice on the master strategic plan and to discussprogress under the plan.

The purpose ofthe two annual meetings will be to provide the Joint Council, andwhere appropriate each individual Diversity Advisory Council, with briefings on relevant, nonconfidential company business plans and operations as to the operating subsidiaries within thescope ofthis MOU; to review progress on diversity initiatives, including under the Monitoringand Evaluation provisions herein; and to solicit advice on how the companies and each Councilcan work collaboratively to improve performance ondiversity initiatives.

(d) Travel Expenses. Comcast will reimburse all reasonable travel andhotel expenses for the members ofthe African American Advisory Council associated withattending meetings ofthe African American Advisory Council and ofthe Joint Council.

(e) Liaisons. The chiefdiversity officers ofComcast and NBCU willdesignate appropriate staff members to serve as liaisons to the African American AdvisoryCouncil to, among other things, facilitate communication between the African AmericanAdvisory Council, Comcast, and NBCU concerning the Focus Areas, as well as to addressadministrative issues such as scheduling meetings, coordinating logistics and travel, preparingmeeting agendas, recording and distribution ofminutes, and facilitating post-meeting actionitems.

5. Focus Area Two - Employment/Workforce Recruitment and Retention

Comcast and NBCU will strive to increase African American representation andretention among its employees and executives at all levels oftheir respective organizations. ThisFocus 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 key areas, Comcast and NBCU will continue to build and/or leveragedevelopment and training programs that focus on building leadership talent among AfricanAmericans employed within the organizations and enhancing opportunities for furtheradvancement 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 torecruitment, development, andretention to enhance diversity, including African Americanrepresentation, in their workforces.

Each organization has an internal Diversity Council consisting of senior leadersfrom their respective organizations. The diversity programs at each organization are active andreflect the organizations' commitments to a diverse workforce through training, recruitment,leadership development, and retention programs. Both organizations also have establishedpartnerships with key multicultural professional associations designed to attract talent for theirrespective workforces.

Comcast Cable and NBCU are the two primary supporters of The Emma BowenFoundation forMinority Interests in Media ("Emma Bowen"), a unique five-year internshipprogram that provides minority students with the opportunity towork for partner companies, likeComcast and NBCU, during summers andschool breaks from thesummer following their junioryear inhigh school until they graduate from college. This program has opened doors for manyminority candidates, and 61 percent of Comcast's Emma Bowen Foundation interns in 2010 areAfrican American. Upon program completion, Emma Bowen students are integrated intoComcast's and NBCU's recruitment pipelines. Today, Comcast employssix former EmmaBowen Foundation interns, and NBCUemploys 10, and many others work in the media industry.

(b) Enhancing Workforce Diversity. Looking forward, Comcast and NBCUarecommitted to be industry leaders in the arena of workforce diversity and, therefore, willrecruit and retain more African Americans so that their workforces more accurately reflect thecommunities they serve.

(i) Comcastwill continue its commitment to increase diversity in itsleadership ranks, including at the vice president and director levels and above. Consistent withits affirmative action goals, Comcast will actively take steps to recruit African Americans in itsworkforce. The followingpipeline initiatives will be implemented:

(1) Comcast's Human Resources Department will launch focusgroup discussions as a resource for employees from all demographic groups, backgrounds, andexperiences. These focus group discussions will play an integral role inenhancing the diversityclimate at Comcast.

(2) Comcast will implement a boot camp program for mid-level vice president candidates, including no less than 80 percent diverse candidates.

(3) With cooperation from the African American AdvisoryCouncil, 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 withthese firms to identify diverse leaders.

(4) Comcast will continue its commitment to enhancingminority representation in the leadership ranks of the organization by requiring adiverse pool ofcandidates for all hires at the vice president level and above. Comcast is committed to having atleast 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 bonuswill be tied to the achievement of diversity initiatives.

(iii) NBCU will roll out an annual online diversity training module tocoverall regular NBCU employees.

(iv) NBCU will support and partner with organizations training AfricanAmericans in all facets ofthe entertainment industry, and Comcast is willing to considerproviding financial support to such organizations. In addition, Comcast and NBCU will continueto develop career-path programs, including mentoring programs designed to enhance thepromotion potential of identified talent, moving individuals from entry-level, to mid-level, tosenior management. The African American Advisory Council may suggest organizations forComcast to consider for such training.

(v) NBCU is committed to maintaining its unique Diversity Counciland structure and to identifying additional forms ofoutreach and recognition. Spending ondiversity initiatives and the overall NBCU Diversity budget has increased substantially over thepast three years to ensure current programs and new initiatives are supported and expanded, andNBCU will continue toprovide full support to itsambitious diversity program.

(vi) The African American Advisory Council may makerecommendations to Comcast and NBCU regarding the selection ofexecutive leadershipdevelopment programs, including recommendations for search firms with expertise in identifyingAfrican American executive candidates and for development of internship programs aimed atexposing college and university-level students.

(vii) Comcast will provide annual workforce-related data in a format tobe discussed with the African American Advisory Council. This data will be provided to theAfrican American Advisory Council, as well as to the National African American LeadershipOrganizations upon request, subject to anon-disclosure agreement and with the understandingthat the data is to be used only for internal discussions and progress report development with theJoint Council.

6. Focus Area Three - Procurement

(a) Current Initiatives. Comcast Cable and NBCU currently spendsignificant amounts with minority-owned and minority-led suppliers and vendors. Comcastspent 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 beganin 2003, the percentage ofcompany-wide spend attributed to diverse suppliers has grown from7.4 percent to 11.9 percent in 2009. In dollar terms, Comcast increased its overall annualspending 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 AfricanAmerican-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 millionwith businesses owned and operated by African Americans.

In addition, bothComcast and NBCU partnerwith African American-basedorganizations to enhance utilization ofminority-owned enterprises. Comcast Cable and NBCUalso have "second tier" procurement programs designed to encourage their top suppliers topurchase goods and services from minority-owned vendors, including African American-ownedvendors.

Comcast Cableand NBCU will continue to partner with the African Americanbusiness 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 to identifyopportunities for spending with African American-owned suppliers who can meet thecompanies' needs in agreed-upon categories.

(b) Enhancing Procurement Diversity. Comcast and NBCU will enhancediversity in its procurement ofgoods and services and company-wide supplier diversityactivities, increasing the amount spent on diverse business partners, including African American-owned enterprises. On a nationwide basis, and in furtherance of its above stated commitments,Comcast and NBCU will continue, consistent with past efforts, to strive to increase thepercentage of business conducted with African American-owned vendors to be on par with thepercentage ofAfrican American-owned businesses in the communities they serve.

(i) In 2010, Comcast became a founding partner in the InclusionInitiative, a collaborative effort among several publicly held corporations designed to increasesignificantly business opportunities for law firms owned by diverse individuals. The overall goalfor this initiative is$30 million, of which Comcast has committed $1 million. As part of theInclusion Initiative, Comcast will use its best efforts to retain minority-owned law firms thatparticipate in the Initiative. Further, NBCU commits post-close to expand its business withminority-owned law firms. NBCU will establish a working relationship with one or moreminority finns in at least three cities where it has headquarters operations - New York City, LosAngeles, and Washington, D.C. In addition, NBCU will commit to have its General Counselmeet annually with the executive director ofthe National Association ofMinority and WomenOwned Law Firms ("NAMWOLF") and the senior executive of the National Bar Association toreview NBCU's outreach efforts to minority-owned law firms and review its efforts to expandthe amount of business that NBCU does with minority-owned firms.

(ii) Comcast also commits to engage an African American ownedadvertising 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 jointlywill commit at least an additional $7 million in spending onadvertising with minority-ownedmedia.

(Hi) Comcast will grow the diversity of its investment banking andbanking partners through its minority banking program and through the development andexpansion of relationships with minority investment firms, including African American-ownedfirms. In addition, Comcast will continue to evaluate its second tier procurement program andwork 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 ofthereporting process.

(iv) Additionally, Comcast and NBCU will continue topartner withAfrican American organizations to enhance the utilization ofAfrican American ownedenterprises, specifically African American-led chambers ofcommerce and/or other AfricanAmerican-led business organizations, including African American owned banks at the national,regional, and local levels.

(v) Going forward, NBCU will continue its robust procurement planthatwill include a collaborative effort with the National African American LeadershipOrganizations to identify African American vendors.

(vi) Comcast and NBCU will work together with the African AmericanAdvisory Council to identify opportunities for spending with African American suppliers inagreed-upon categories, which may include advertising, construction, information technology,legal services, financial services, office furniture and supplies, promotional and marketingproducts, etc. In addition, Comcast and NBCU will identify opportunities that increase thenumber and qualification ofsuppliers in certain spending categories. Comcast and NBCU willcontinue to train its procurement category buyers to be aware ofopportunities for inclusion,including opportunities for existing African American suppliers to expand their portfolio ofbusiness with Comcast and NBCU.

(vii) Comcast will provide annual procurement-related data ina formatto bediscussed with the African American Advisory Council. Thisdata will be provided to theAfrican American Advisory Council, as well as to the National African American LeadershipOrganizations upon request, subject to anon-disclosure agreement and with the understandingthat the data is to be used only for internal discussions and progress report development with theJoint Council.

7. Focus Area Four -- Programming

(a) Current Initiatives. Comcast Cable is committed to maintaining andimproving its track record in bringing diverse programming to its subscribers. Comcastcontinues to offer a robust variety of programming featuring African Americans or aimed atAfncan American viewership.

Comcast currently carries twelve (12) cable networks which are owned byAfrican American interests and/or air programming primarily focused on the African Amencancommunity Among these networks are well known channels, such as Black EntertainmentTelevision ("BET"), Centric, the Gospel Music Channel, and TV One. Comcast wasinstrumental in the creation of TV One - one of the most meaningful advancements ofminorityownership in cable television history. In 2003, Comcast recognized there was aneed for anotherentertainment channel targeting the African American community, so it partnered with anexperienced African American radio programmer, Radio One (the largest radio broadcasterprimarily targeting African American and urban listeners), to create TV One, an alternative toBET. Today, the network is available to over 50 million homes.

Comcast features On Demand programming that delivers avariety oftelevisionentertainment 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 OnDemand ("VOD") channel is acelebration of African American films, filmmakers, and actorsfrom 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 a forum for diverse independent programmers and frequentlyshowcases 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 hasenjoyedinitial success.

(b) Enhancing Programming Diversity. Comcast is expanding its jointcommitment with GE and NBCU regarding the addition ofindependently-owned and -operatedchannels 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 thetransaction. Comcast has enhanced this pledge by committing that at least eight (8) ofthesenetworks will be networks in which minorities have substantial participation, either throughownership or operational control. Four (4) of the new networks will be linear videoprogramming services in which African Americans have amajority or substantial ownershipinterest, with at least two (2) ofthose services to be added in the first two (2) years followingclosing'of the transaction. The two (2) remaining linear video programming services in whichAfrican Americans have amajority or substantial ownership interest will be added within theeight (8) year period following closing of the transaction. In each system that adds one or moreof the four (4) programming services, such service(s) will be added to the "Dl" digital tier. Suchservices will be added on commercially comparable and competitive terms to the carriage oftheservices by other distributors. Comcast will work closely with the African American AdvisoryCouncil to help identify programming services in which African Americans have amajority orsubstantial ownership interest or African American entrepreneurs with the financial means tomake the significant investment required in starting anetwork; provided, however, that theselection 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 AfricanAmerican community. In addition to its commitment in the preceding paragraph, Comcast willwork with programmers to extend at least two programming services comprising either or bothof these types of programming in systems serving at least one key market for each such servicefrom the following list ofmarkets within six months ofclosing ofthe transaction: Atlanta,Chicago, Washington, D.C., Philadelphia, and Detroit. The selection ofsuch currentlydistributed programming services and such markets will be in Comcast's discretion.

(iii) In addition, Comcast will establish a venture capital fund intendedto expand opportunities for minority entrepreneurs in the development ofnew digital mediaapplications. Comcast will commit at least $20 million in funding to this new fund within sixmonths of closing of the transaction.

(iv) To assist in improving the representation ofminorities in executivepositions in Hollywood's creative community, Comcast is committed to work withNBCU/Universal Studios to expand opportunities for diverse business executives, creativeexecutives, and diverse talent in film production in a 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, AfricanAmerican actors and actresses are in strong, positive roles, including in NBCU's popular cableshows, such as Bravo's Bad Girls and Real Housewives ofAtlanta, Syfy's Eureka, StargateUniverse, Beast Legends, and Warehouse 13, USA Network's Psych, White Collar, and FacingKate. African Americans also can be seen in 2010-2011 primetime season on NBC withreturning series, including America's Got Talent, 30 Rock, Saturday Night Live, Community,Parenthood, Law &Order: SVU, Friday Night Lights, Parks and Recreation, Last ComicStanding, and The Office. New series on the 2010-2011 schedule included Undercovers, whichfeatures a married African American couple, as well as other new series that debuted this seasonwith 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 oftheUnited States.

(vi) To promote diversity among its writers, NBCU has committed tocontinue funding adiversity staffwriter position (selected by the showrunner/producer) for eachofits scripted series on the NBC broadcast network and for each ofNBC's three late-nightprograms. In addition, NBCU will expand this program to fund adiverse staffwriter position oneach scripted series on NBCU's cable networks. Further, NBCU will continue to sponsorprograms that give minorities, including African Americans, the opportunity to work with NBCUprofessionals, including its Director's Fellowship program, casting initiatives, and otherprofessional development programs.

(vii) NBCU will strive to ensure the presentation ofdiverse viewpointsby 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 AdvisoryCouncil of individuals who could be considered for such participation.

10

(viii) Comcast will provide annual programming-related data in a formatto be discussed with the African American Advisory Council. This data will be provided to theAfrican American Advisory Council, as well as to the National African Amencan LeadershipOrganizations upon request, subject to anon-disclosure agreement and with the understandingthat the data is to be used only for internal discussions and progress report development with theJoint 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 jointhese 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 ofinvesting in minority-led organizations, including African American organizations, and theprograms and services provided by minority organizations to their respective communities.Further, Comcast and NBCU understand that corporate and foundation contributions areimportant to the communities where they do business and are consistent with responsiblebusiness practices.

Comcast has three community investment priorities - Building Tomorrow'sLeaders, Expanding Digital Literacy, and Promoting Community Service - with diversity as anunderpinning in each ofthese areas. In general, with a large percentage ofthe African Amencanpopulation residing in urban areas, Comcast's support oforganizations with abroad nationalfootprint ensures that asignificant portion of its cash and in-kind contributions are making adifference in the lives of those in African American communities.

NBCU also is committed to a wide range ofcommunity investment initiatives indiverse communities. For more than ten years, NBCU has made education a priority in itsphilanthropic and corporate giving programs. The NBCU Foundation supports manyorganizations, including organizations dedicated to advancing the interests of racially diversecommunities.

(b) Enhancing Diversity in Community Investment. While more specificbenchmarks may be established in consultation with the African American Advisory Council,Comcast and NBCU will commit to increase their philanthropic efforts to support AfricanAmerican-led and African American-serving institutions.

(i) In addition, Comcast makes the following commitments toenhance its investment in the African American community specifically and the minoritycommunity generally:

(1) Comcast and the African American Advisory Council willwork cooperatively to increase outreach to African American students by reaching out to highschool principals and guidance counselors in predominantly African Amencan communities tonominate students for participation in its Leaders and Achievers program.

(2) Comcast and NBCU will increase support for internshipand 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 ensurethat graduates of these programs are being considered for entry-level positions.

(3) Comcast will expand its Comcast Cares Day focus to addorganizations serving African American communities and to increase the number oforganizations that are servingAfrican American beneficiaries.

(4) Comcast will ensure the locations of its programs throughthe Comcast Digital Connectors program are indiverse communities, including specificallyAfrican American communities.

(5) Comcast will further promote and communicate about thepositive work and impact of itsAfrican American partners, including the NAACP, NUL, andNAN, by increasing the provision of publicserviceannouncements, social mediacommunications, advertising, and media placement (both locally and nationally).

(ii) Comcast will provide annual community investment-related data ina format to be discussed with the African American Advisory Council. This data will beprovided to the African American Advisory Council, aswell as to the National AfricanAmerican Leadership Organizations uponrequest, subject to a non-disclosure agreement andwith the understanding that the data is to be usedonly for internal discussions and progressreport development with the Joint Council.

9. Monitoring and Evaluation of Progress

(a) Within sixty(60) days of the execution of this MOU, Comcast will lay thegroundwork for and begin planning to conduct a benchmark study of the initiatives set forthherein, against which future progress will be measured and monitored, with the goal ofcompleting the study within ninety (90) days of closing of thejointventure. The benchmarkstudy will include bothComcast Cable and Comcast Entertainment Group. On an annual basisthereafter, Comcast will conduct an assessment of progress on the initiatives. The annualassessment will be scheduled for review by the African American Advisory Council at one of themeetings with the Comcast and NBCU Diversity Councils for the purposes of seeking input andrecommendations for strategies to improveperformanceon the enumerateddiversity initiatives.

(b) Comcast affirms its commitments stated herein to provide annualworkforce, procurement, programming and philanthropic and community investment-related datain a format to be discussed with the African American Advisory Council. The benchmark studyalso will be provided to the African American Advisory Council. This data will be provided tothe African American Advisory Council, as well as to the National African American LeadershipOrganizations upon request, subject to a non-disclosure agreement, with the understanding thatthe data is to be used only for internal discussions and progress reportdevelopment with the JointCouncil.

12

10. Effective Date

This MOU will take effect upon the closingof the joint venture between Comcastand NBCU. The parties agree that, in anticipation of closing, they will continue their discussionsover matters contained in this MOU and will begin to work cooperatively to lay the groundworkfor initiatives herein, including the formation of the Councils.

COMCAST CORPORATION

Stephen BunjreChief Operating Officer

David'L'CohenExecutive Vice President andChief Diversity Officer

NBC UNIVERSAL

QaA fliu-lPaula MadisonExecutive Vice President andChief Diversity Officer

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FOR NATIONAL AFRICAN AMERICAN LEADERSHIP ORGANIZATIONS:

Benjamin'ToddJealousPresident and Chief Executive Office.£\ACP

13

Dale:12/14/10

Marc H. MorialPresident and Chief Executive OfficerNational Urban League

. Al ShaxotonIRev. Al ShaxptonFounderNational Action Network

Date: M 10

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