These are the terms and conditions ("Official Rules") that apply to Comedy Central’s Test Pilots II 2007 contest (the "Contest") which is sponsored by Comedy Central, a programming channel operated by Comedy Partners ("CP"), a part of MTV Networks, a division of Viacom International Inc. and we will use the term "MTV Networks" to mean and refer to all of these business units and entities collectively. The Contest will be posted on www.comedycentral.com and on www.Atomfilms.com (together, the "Websites") on or before the Entry Period (as defined in Section 2) commences. Entry to the Contest will be hosted exclusively on www.Atomfilms.com. All determinations and decisions of CP in connection with the Contest and these Official Rules shall be final and binding for all purposes on all entrants, contestants, participants, winners and all other parties and CP has the sole and exclusive right to exercise its discretion and judgment in all matters regarding the administration, operation and conduct of the Contest. This Contest is void wherever prohibited or restricted by law.

1. Who is Eligible to Enter. You must live in the continental United States (or Hawaii and Alaska) and be considered an adult and permitted to enter into binding contracts in the State in which you are a legal resident, in order to enter, participate or win. At all times when you enter, during the course of the Contest and in order to be eligible to win and/or be awarded any prize, except for the specific allowance noted below, entrants cannot have entered into a production, development, or distribution contract with any online or internet content provider, motion picture studio, motion picture production company, television production company, or licensed network television and/or cable company; and entrants must not be subject to any agreement, option or any other rights or obligations with respect to such contracts, whether or not these might interfere with the entrant’s entry, participation or winning the Contest and the award of any prize including, but not limited to, rights to on-air or online broadcast of any Video (as defined in Section 3(a)). Notwithstanding the foregoing restrictions on entry, you will be allowed to enter, participate and be eligible to the Contest if the only contracts you have with an online or internet content provider, motion picture studio, motion picture production company, television production company, or licensed network television and/or cable company are limited to the exploitation of your original content online (i.e., display or performance on the Web), even if any of these companies have agreed to provide you all or some portion of the compensation or any consideration in connection with that exploitation, provided that such contracts for online exploitation of content do preclude CP, AtomFilms, or MTV from using your entry as set forth in Sections 6 and 11, or as otherwise contemplated in these Official Rules.

A group is generally not permitted to enter or submit an entry in this Contest and any attempt to submit a Contest entry form, Video, Application (as defined in Section 3(b)) or otherwise enter the Contest by or on behalf of a group (e.g., multiple entrants) without advance authorization from CP, will subject the entry to disqualification. If a group is permitted by CP to enter, only a single individual, designated in writing by all of the members of the group and subject to any additional requirements deemed appropriate by CP, shall have any right to be deemed the entrant, to participate and to win and all actions, failures to act, decisions, determinations, agreements and authorizations from and by that individual shall be deemed and construed to bind the entire group. CP assumes no responsibility for any disputes among or between members of any group or any disputes among individuals or entities that have any rights or interests in any Contest entry, Video, Application or otherwise in connection with this Contest and CP reserves the right to revoke its permission for any group to enter, participate and/or win and be awarded a prize and to disqualify any group entry at any time, with or without notice of any kind.

Employees of MTV Networks and their respective affiliated companies, sponsors, subsidiaries, advertising agencies (and the immediate families and members of the same household of each of these) and/or any person who has won a Comedy Central national contest or sweepstakes in the past twelve (12) months prior to the commencement of the Entry Period of this Contest, are not eligible to enter, participate or win. By submitting an entry and/or participating in this Contest, entrants agree to comply with and be bound by these Official Rules and by the decisions of CP, which are final in all matters relating to this Contest.

The Grand Prize Winner and each entrant must comply with all laws, regulations and requirements that apply to him or her and to her or his participation, entry or selection as a Staff Pick (as defined in Section 5) or Grand Prize Winner, the award of any prize and any and all costs, expenses, liabilities and obligations incurred by anyone entering, participating, or winning are the sole responsibility of that person and not CP or MTV Networks.

2. When You Can Enter. The period during which Eligible Entries (defined in Section 3) may be submitted shall commence at 12:00 Noon, Eastern Time ("ET") on June 1, 2007 and end at 11:59:59 a.m. (ET) on July 10, 2007 (the "Entry Period"). As more fully discussed in Section 3(b), the Application must be postmarked within three (3) business days of the date you submit your Video and all portions of Contest entries submitted by mail during the Entry Period must be postmarked no later than July 10, 2007 and actually received by CP on or before July 17, 2007 to be eligible to enter, participate or win. Time of receipt of the Video portion of an entry shall be the time when the entry is actually received by the Websites, as recorded or documented by the Websites’ operating systems. Time of receipt of the Application portion of an entry shall be when the Application is actually received by CP, as shown by CP’s records. Proof that you uploaded, mailed or otherwise submitted an entry does not constitute proof or evidence that all or any portion of your entry was actually received by CP within the Entry Period.

3. What is an Eligible Entry. An "Eligible Entry" means an entry submitted by an eligible person (See Section 1) that includes a Contest entry form that has been completed online at www.Atomfilms.com, together with a Video and an Application, as described below, and complies with these Official Rules. Any entry submitted by someone who is not eligible or that is incomplete, inaccurate, illegible, not viewable, not submitted during the Entry Period or in any way not in conformity or in compliance with all of the terms and conditions of these Official Rules is not an Eligible Entry and subject to disqualification by CP. You may enter as many times as you wish but each entry must be submitted separately. Multiple entries which are derivatives or different versions of the same entry may not be submitted by you or any other entrant and CP reserves the right to disqualify all or any derivative or different versions of any entries. All entries become the property of CP.

Each Eligible Entry consists of a completed Contest entry form (on the Websites), a Video and an Application, as described below:

(a) "Video" means an original audio-visual sequence of images that is at least one (1) minute and no longer than five (5) minutes in duration when viewed at normal speed. The term "original" in these Official Rules means the Video was newly created by you, using your own ideas, language, content, images, text, graphics, animation, music and other materials and none of it is copied, derived, translated, adapted or otherwise obtained or copied from anyone or anywhere else, regardless of the source, format or medium. Original also means that you, and no one else, have complete, sole, exclusive and unrestricted rights, title and interest in and to the Video when you submit it to CP as part of your entry AND that you have the right and authority to give CP all of the rights in and to your Video that are described in these Official Rules. If you cannot legally and properly represent to CP that your Video is original, do not enter it into the Contest.

As described in more detail in Section 4, you must submit the Video portion of your entry to CP by uploading it through and adhering to the requirements described on www.Atomfilms.com. Your Video must be in a digital format that meets the following requirements :

Supported Media types

Video files up to 100Mbytes
* QuickTime (.mov, .qt, .mp4, .3gp)
* MPEG (.mpg, .mpeg, .mp2)
* Windows Media (.wmv)
* AVI (.avi)
* DV (.dv)

Flash files up to 15Mbytes * All versions of Flash Animation and games (.swf)

Videos must conform to the current policies and requirements that apply to CP programming material, including, but not limited to, MTV Network’s "Standards and Practices Guidelines" and any special rules and requirements that apply to MTV Networks Internet/Web programming. CP reserves the right to disqualify any Video that does not conform to any of the foregoing requirements or CP may, in an effort to render the Video conforming, either (i) request the entrant to modify and/or edit the Video to render it conforming (in a manner, within a time period and subject to requirements specified by CP) or (ii) itself arrange to modify and/or edit the Video which, by submitting a Video, you grant CP the unrestricted and unconditional right to do. You understand none of these measures guarantees your Video will conform or be considered an Eligible Entry, even if CP edits and/or modifies your Video. The following policies and requirements are examples of those you must comply with when creating and submitting your Video. Your Video must NOT contain:

• any content which endorses or condones illegal drug use or alcohol abuse;
• any nudity, profanity or violence;
• any commercial endorsements, unless specifically permitted by these Official Rules;
• any derogatory characterization of an ethnic, racial, sexual or religious group;
• any display of physical injury, death or property damage or conduct or activity that could cause physical injury or property damage or that is reasonably likely to do so;
• any use (or display of use) of equipment, facilities or property in a manner not recommended or permitted by the owner or manufacturer or that would reasonably be considered unsafe;
• any animation, graphics, special effects, audio and/or visual images, content enhancing or illusory mechanisms or any other content that displays, appears to display, encourages or implies that any activity or conduct that is otherwise unacceptable in reality, has been or could have been involved;
• any unauthorized use of a service mark, trademark, brand, copyrighted work or any other property, tangible or intangible, or location or place or that would otherwise not be considered your original work;.
• any unauthorized use of a name, person, location, graphic, picture, photo, animation, character, real or fictional, or any other use which may violate any rights of publicity, privacy or any other right of a third party;
• any other conduct, activity, audio or visual display, language or other content which is or could be considered illegal, in violation of the rights of any other person, company or business or which, in the judgment and sole discretion of CP, is deemed inappropriate for this Contest.

(b) All entrants must download Application forms from the Contest page on www.Atomfilms.com and print physical copies for completion, signature and submission as part of your entry. "Application" means all of the following forms, properly completed and signed (i) a Materials Release signed by the entrant, (ii) a Guest/Performer Release from every individual whose image, likeness, voice, appearance or performance is included in your Video (iii) a Location Agreement for each location appearing/used in your Video and/or (iv) if one or more of these documents do not apply, a representation and certification from you indicating which form(s) does not apply and an explanation. IMPORTANT: If any person required to provide a Guest/Performer Release is a minor, the parent or legal guardian of that minor must also sign the Guest/Performer Release.

If CP determines that any forms are incomplete, illegible, missing or incorrect, including any certification that a particular form is not applicable if CP determines, in its sole discretion, a form is applicable and required, CP may disqualify the entry. CP also has the right, but not an obligation, to request, an entrant to complete and re-submit any Application that is incomplete or illegible.

Make as many copies of the Application forms as are required, but other than filling in or completing the necessary information and having the forms signed, do not make any alterations, modifications, additions or deletions to the forms, because if you do or if you do not obtain and include all of the forms and all of the necessary signatures on all of the forms, your entry will be incomplete and may result in disqualification.

To be considered an Eligible Entry, your entry must include a Contest entry form completed online and both a Video and an Application submitted in accordance with all the terms and conditions of these Official Rules. CP is not responsible for any entry that is not submitted within the Entry Period or received when required by these Official Rules or that is incorrect, incomplete, illegible, unreadable, unrecognizable or inaccurate regardless of the reason or cause and even if due to human or equipment failure on the part of CP, including, without limitation, malfunctions of telephones, networks, computer or communication systems, defects in material, media, digital file transfers (e.g., uploads or downloads), the Internet/World Wide Web, the Websites, messaging or other problems with services, service providers, carriers or anything else. CP is also not responsible for any loss or damage that may occur because of your participation, entry, attempted entry, winning or being awarded a prize in connection with this Contest.

4. How You Enter. Before you mail or upload anything to CP, you must first complete the Contest entry form on www.Atomfilms.com. Once you have completed the Contest entry form, follow the instructions below to submit the Video and Application parts of your entry.

Although you must submit your Video online via www.Atomfilms.com, everyone must also submit the Application portion of their entry by mail. Follow the instructions in Section 3 and when your Application is complete and all the necessary signatures have been obtained, mail your Application, first class mail, proper postage prepaid, during the Entry Period, to:

Comedy Central’s Test Pilots
1775 Broadway, 10th Floor
New York, NY 10019
Attention: Legal Dept/Office 10-103

Your Video must be submitted online through the Internet as follows:

Go to www.Atomfilms.com and click on the "Upload Your Video" button and follow the instructions to upload your Video. At the time of upload, you will be required to opt-in to enter the Contest, and if you aren’t already registered, you will have to sign-up to become a registered user of www.Atomfilms.com (there is no charge or fee to sign up and register). Of course you will also be required to signify your agreement to the terms and conditions that apply to your registration – including those that apply generally to user generated videos and other content uploaded. Then simply upload your Video and make sure you mail in your Application as required. In the event these Official Rules conflict with the Terms of Service for www.Atomfilms.com, these Official Rules shall apply. As already mentioned, the Video, as well as all other parts of your entry, becomes the property of CP and will not be returned. Please make sure you comply with the Entry Period and deadlines noted in Section 2. Once you have successfully uploaded your submission, a confirmation message will automatically appear. MTV Networks reserves the right to display, broadcast, perform or otherwise exhibit any Video entered in the Contest, at any time or times, on the Websites or on any affiliate’s or third party web site(s) without notice, consideration, compensation or otherwise to any entrant or any other party.

5. Selection of Grand Prize Winner. The Grand Prize Winner will be determined by a vote of the viewers who use our Websites. Here’s how it works:

CP shall designate a panel of judges comprised of Comedy Central executives (the "Comedy Central Judges") who will review all Eligible Entries based on quality, appropriateness for Comedy Central, sophistication, humor, originality and any other criteria they deem reasonable and would generally use in evaluating ‘pilot’ materials for CP, in their professional judgment. At the conclusion of the Entry Period, the Comedy Central Judges will select four (4) Eligible Entries as Contest finalists (the "Finalists") and the Finalists will be posted on the Websites beginning at 11:59:59 AM ET on July 24, 2007 through 11:59:59 AM ET on August 3, 2007 (the "Voting Period"). During the Voting Period, users of the Websites will be asked to vote for their favorite Video from among the Finalists. Only one vote will be permitted from Website users.

The Finalist that receives the most votes from Website users during the Voting Period will become the potential Grand Prize Winner and in order to be declared the Grand Prize Winner the potential Grand Prize Winner must qualify, complete all the requirements of these Official Rules (including those in Section 6). In the event the selected potential Grand Prize Winner fails to qualify or complete the requirements necessary to be declared the Grand Prize Winner, for any reason, CP reserves the right to disqualify that selected entry and choose another potential Grand Prize Winner from among the remaining Eligible Entries. In the event of a tie or if any other determination or decision is necessary or appropriate regarding the conduct, administration, operation or any other aspect of the Contest, the decision of CP shall be final, binding and conclusive on all the parties for all purposes. The Grand Prize Winner will be announced on or after August 5, 2007.

Grand Prize: There will be only one (1) Contest Grand Prize Winner who will be awarded the following prize: 1) his or her Video designated as the Grand Prize Winner of The Contest, with her or his Video exhibited, performed, accessible, displayed and available for viewing on Comedy Central’s television and internet programming services and on www.Atomfilms.com, at dates, times and frequency to be determined in CP’s sole discretion; and 2) Five Thousand Dollars ($5,000.00) in cash. Taxes and other obligations which may arise from the receipt, award, benefit or use of any prize is the sole responsibility of the prize recipient.

In order to be declared the Grand Prize Winner, the entrant with the Video receiving the most votes by the Websites’’ users during the Voting Period must sign (a) an affidavit of eligibility and compliance with all of the terms and conditions of these Official Rules, and a comprehensive and complete release from liability in favor of MTV Networks, any and all sponsors and each of their respective corporate parents, partners, subsidiaries, affiliated entities, advertising agencies and the shareholders, officers, directors, employees and agents of each of the foregoing, from any and all liability, losses, claims, demands and causes of action, including, without limitation, any personal injury and/or property damage, theft, loss, or any other damage or harm suffered in connection with this Contest or any entry, Video, Application and/or the award, use or acceptance of any prizes and (b) except to the extent prohibited by law or regulation, a promotional release granting MTV Networks, its affiliates, sponsors, promotional partners and advertising agencies, the right to use his or her name, voice, image, likeness or other characteristics and attributes for advertising, marketing, promotional and publicity purposes without notice and without consideration or compensation in any and all forms of media and communications, now known or hereafter developed. Entry into the Contest constitutes an agreement to sign such all releases (unless prohibited by law) and all documents required by CP in connection with this Contest, and if a group entry is permitted, your entry constitutes a representation and warranty that the entrant has the right and authority from all members of the group to sign on their behalf and to bind each member of the group, their legal representatives, successors and assigns to each and every term and condition of these Official Rules.

CP may disqualify any entry and entrant and select another potential Grand Prize Winner from among the remaining Eligible Entries if (a) after reasonable efforts to contact the potential Grand Prize Winner CP is unable to do so or receives no response within three (3) business days after the end of the Voting Period or (b) if any potential Grand Prize Winner is unable, unwilling or does not, for any reason, return all of the required documents, unaltered and fully executed, within ten (10) days of their transmittal to the potential Grand Prize Winner or otherwise fails to comply with these Official Rules.

Staff Picks. Throughout the Entry Period and any time thereafter, the Comedy Central Judges will have the right to select certain Eligible Entries for posting on the Websites (the "Staff Picks"). CP may post the Staff Picks and make them available for viewing by Website users, whether or not any particular Staff Pick may or may not be selected as a Finalist or ultimately the Grand Prize Winner. STAFF PICKS POSTED FOR VIEWING ARE MERELY FOR PROMOTIONAL PURPOSES IN CONNECTION WITH THE CONTEST AND WILL NOT BE AWARDED PRIZES.

6. Ownership Rights; Rights to Use Entries. Past experience has shown that contests and promotions generate similar submissions or entries which closely resemble concepts and ideas developed by MTV Networks, whether before, during or after the Contest. Entrants may see a presentation which seemingly incorporates an idea or concept or includes materials similar to that contained in their entry (e.g., Contest entry form, Application and/or Video). Any similarity may be purely coincidental and is always unavoidable in light of the volume of ideas which MTV Networks routinely considers in the course of its program development. Consequently, CP must, and has adopted policies and procedures to protect itself from potential liability and claims and as part of these Official Rules requires all entrants to agree that: (i) CP may use any and all ideas, concepts, material and expression, in whole or in part, submitted or contained in an entry, Video, Application or other material you submit (ii) all entries and entry materials become the property of CP and will not be returned, (iii) entrants represent she or he has obtained all rights, permissions and licenses necessary to use, without condition or restriction, any and/or all parts of his or her entry (including, without limitation, the Video), for any purpose, (iv) no Video or other material submitted, nor any part thereof, infringes any trademark, copyright or other property right, violates anyone’s right of privacy or publicity, any law, regulation or agreement or obligation by which he or she may be bound and (v) entrants consent to CP displaying, performing, making available for access, display, performing, using and exhibiting the Video, in whole or in part, throughout the universe, in perpetuity, in all media and means, now known or hereafter developed or discovered, for commercial purposes or any other purpose whatsoever.

If you enter, attempt to enter, participate and/or are selected as a Finalist or as a potential or actual Grand Prize Winner, you agree that your Video may be used by MTV Networks, any parent, subsidiaries and affiliates, in whole or in part, for any purpose whatsoever without notice, consideration or compensation of any kind and even if there are any rights you may claim or arguably retain anywhere in the world (and without negating or limiting any of the provisions of these Official Rules), you grant MTV Networks a non-exclusive, irrevocable, unconditional and unrestricted right and license to exhibit, broadcast, copy, reproduce, encode, adapt, reformat, compress, encrypt, incorporate data into, edit, broadcast, rebroadcast, transmit, record, publicly perform, create derivative works of, distribute and synchronize in timed relation to visual elements, all and/or any portions of your entry (including, without limitation, your Video), in any manner, an unlimited number of times, in any and all media, now known or hereafter developed or devised, throughout the universe, in perpetuity.

7. Indemnity. If you enter, attempt to enter, submit all or any part of an entry, participate, are selected as a Staff Pick, Finalist or as a potential or actual Contest Grand Prize Winner, you agree (x) to defend, indemnify and hold MTV Networks, Atom Films, Viacom International Inc. and any parent, subsidiaries and affiliates, harmless from and against any and all claims, suits, losses, damages and expenses (including reasonable attorneys’ fees) that arise from your non-compliance with, violation or breach of any of the terms or conditions of these Official Rules, including, without limitation, the representations and agreements in Section 6 and (y) to execute and deliver to CP all forms and documents, releases and agreements as specifically described and required hereunder, as well as any additional documents reasonably requested by CP, including, without limitation, those necessary to prove unrestricted ownership in all entry materials (i.e., Contest entry forms, Applications and/or Videos) and correspondingly your right to provide these entry materials to CP as described and CP’s right to use such entry materials without limitation for any and all purposes, as its own and as contemplated and described hereunder. If chosen as the Contest Grand Prize Winner, you further unconditionally and irrevocably assign all right, title and interest in all entry materials and agree to execute and deliver to CP such documentation as is requested by CP and reasonably necessary to enable CP to record, document, perfect and enforce such rights, title and interests, as permitted by law.

8. General. CP reserves the right to disqualify any individual and/or any entry or entrant it finds or believes to be or to be related to (a) any disruption, tampering or interference with the Contest or its operation or any other party associated with the Contest, (b) in breach or violation of the Official Rules, any law or regulation or any other agreement or obligation or (c) acting in an inappropriate, unsportsmanlike or disruptive manner or with intent to annoy, intimidate, abuse, threaten or harass any other person or otherwise as prohibited hereunder. Any attempt to undermine the legitimate or intended operation of the Contest may be a violation of criminal and civil laws and MTV Networks reserves the right to seek damages to the fullest extent permitted by law and to report and provide any and all information to law enforcement agents and officials.

The laws of the State of New York shall govern the interpretation and enforcement of these Official Rules and this Contest. The courts of the State of New York and the Federal court located in New York County, shall have sole and exclusive jurisdiction of any controversies regarding these Official Rules and this Contest and entrants submit to the exclusive and personal jurisdiction of such courts and waive any and all objections to jurisdiction and venue in these courts, including any objection that the forum is inconvenient. BY ENTERING, SUBMITTING AN ENTRY OR ATTEMPTING TO DO SO, AND/OR BY PARTICIPATING OR ACCEPTING ANY PRIZE, YOU HEREBY IRREVOCABLY WAIVE THE RIGHT TO ANY TRIAL BY JURY.

If, for any reason, the Contest is not capable of running as planned or if CP believes or has any reason to believe, the Contest is or has been tampered with or is not operating as contemplated, including, without limitation, due to infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, insufficient entries or any other causes which does or may corrupt or affect the administration, operation, security, fairness, integrity or conduct of this Contest, CP reserves the right in its sole, absolute and unequivocal discretion to cancel, terminate, modify or suspend the Contest and select Finalists and a potential Grand Prize Winner from Eligible Entries received up to that time. Entries that have been tampered with or altered are void and subject to disqualification.

9. Grand Prize Winner. To get the name of the Contest Grand Prize Winner, after August 10, 2007, send a written request, together with a self-addressed, stamped envelope to:

Comedy Central’s Test Pilots II 2007
1775 Broadway, 10th Floor
New York, NY 10019
Attention: Digital Media

All requests must be received by December 15, 2007. Vermont residents may omit return postage.

10. The Contest is sponsored by Comedy Partners, 1775 Broadway, New York, NY 10019.

11. Once the Contest is concluded, CP may, but has no obligation to, grant the Grand Prize Winner and/or any entrants selected as Staff Picks or Finalists or any other entrant (each, an "Optionee"), an option, for not more than 30 days to enter into a development agreement with CP upon the terms and conditions CP deems appropriate and customary for such agreements with individuals. Those terms and conditions will provide, among other things, that the Optionee will be engaged to create up to three (3) scripts suitable for making additional episodes comparable to the Video portion of their entry at a rate of One Thousand Dollars ($1,000) per script. Upon final delivery of all of those completed scripts and for a period of four (4) months thereafter (the "Option Period"), CP will have the sole and exclusive right to engage the Grand Prize Winner to produce additional episodes of the winning submission at an all-inclusive budget of Ten Thousand Dollars ($10,000) or less, per episode. The decision to exercise the foregoing option for any or all of these episodes shall remain solely and exclusively within the discretion of CP and entrants should be aware that granting any options to any Optionee as described above creates no obligation or liability on the part of CP, nor any rights for any Optionee and Optionees are not entitled to rely upon any option or other discussions or negotiations regarding any such activities as a commitment, binding obligation or otherwise unless and until a written agreement concerning same is duly and fully executed by the parties. The scripts and any additional episodes produced shall become the property of CP; provided that CP shall not produce additional episodes of any Video entered by an Optionee, without first engaging such Optionee as described above or as otherwise mutually agreed. Optionees shall not attempt to produce or exploit (or cause others to produce or exploit) any additional episodes of their entry unless CP engages the Optionee to do so. CP may require that Optionees enter into written agreements, containing the above terms and other terms customary and usual for parties producing content for CP, to reflect and effect any understanding and agreements. Nothing herein shall require or be construed to require that MTV Networks or CP or any other party enter into any agreement, accept or agree to any particular terms or conditions, whether deemed reasonable, customary or otherwise by any party, person, firm or entity, unless and until all of the terms and conditions are deemed acceptable and in the best interests of both parties. The Contest Grand Prize Winner and every Optionee is advised to have experienced independent legal counsel review any and all agreements before executing same and CP is under no obligation to accept any modifications or to negotiate at all from its or any other terms of any proposed agreement and neither failure to negotiate, agree on any particular terms or conditions or to reach any agreement, shall give rise to any liability or obligation on the part of MTV Networks or CP.