AFMA® INTERNATIONAL

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IFTA

INTERNATIONAL STANDARD TERMS

DEFINITIONS AND USAGE

1.1.

Definitions: Words and phrases with initial letters capitalized are Defined Terms. If not

defined where they first appear, Defined Terms are defined in the IFTA

International Schedule of

Definitions current as of the Effective Date. Territories are defined in the IFTA

International Schedule

of Territory Definitions current as of the Effective Date. Both IFTA

definition schedules are available

on-line at http://www.ifta-online.org and are incorporated by reference. In case of any inconsistency

between the IFTA

Standard Terms or other Schedule and the Deal Terms, the Deal Terms prevail. Terms

not otherwise defined where they first appear or in the IFTA

schedules are defined by applicable industry

custom and practice.

1.2.

References: Reference to any Right in this Agreement that is not specifically licensed in the

Deal Terms is for convenience only and does not grant Distributor any such Right.

1.3.

Multiple Pictures: If more than one Picture is licensed in the Deal Terms, then all provisions

of this Agreement apply to each Picture individually unless otherwise provided.

PICTURE AND VERSION

2.1.

Picture: The Picture is the Motion Picture identified by its current title in the Deal Terms.

Licensor may change the title of the Picture in its discretion.

2.2.

Key Element: A Key Element is a Person who is committed to render services or materials

on the Picture as indicated in the Deal Terms. A Person will be deemed to have done so if the Person

receives credit for so doing in the main or end titles of the Picture. For a director, this requirement will

be satisfied if the director renders directing services through the end of Principal Photography. If the

Picture as delivered does not include a Key Element which has not been duly replaced under Paragraph

2.3., then Distributor may declare Licensor in material default under Paragraph 16.3.

2.3.

Key Replacement: If Licensor elects to replace a Key Element, Licensor will give Distributor

prompt Notice to such effect. If the Deal Terms permit Key Replacement, Licensor’s Notice will also

indicate the replacement for the Key Element who has been accepted by the Person indicated in the Deal

Terms, in which case Distributor may not refuse to accept Delivery of the Picture or reduce the Guarantee

or Other Payments because of such replacement. If the Deal Terms indicate replacement is subject to

Distributor’s approval, then Licensor’s Notice will also indicate any available replacements and provide

a reasonable time for Distributor to respond, which time may be reduced to not less than five (5) days

from receipt of Licensor’s Notice due to exigencies of production. If Distributor does not give Licensor

a Notice disapproving a proposed replacement within the time provided, the replacement will be deemed

approved and Distributor may not refuse to accept Delivery of the Picture or reduce the Guarantee or

Other Payments due to such replacement. If Distributor does give timely Notice of permitted disapproval

but Licensor nonetheless commits to use the proposed replacement in the Picture, then Distributor may

declare Licensor in material default under Paragraph 16.3.

2.4.

Version: The Picture is only licensed for viewing from beginning to end in substantially linear

form and in authorized Dubbed, Subtitled, Parallel-Tracked or edited versions. Distributor may also create

and exploit, in conjunction with the applicable Licensed Right, enhanced Versions of the Picture which

include commentaries, EPKs, “making of” footage outtakes, the director’s cut and the like, provided that

applicable Delivery Materials to do so are delivered and subject to Licensor’s Requirements in Paragraph

4.2. However, this does not authorize any use of the Picture in or as the basis for any interactive or video

game. Except as provided in this Agreement, the Picture and its trailers must be exhibited at all times

substantially in their original continuity, without alteration, interpolation, cut, or elimination.

LICENSED RIGHTS AND RESERVED RIGHTS

3.1.

License Grant: Subject to the terms of this Agreement, Licensor licenses to Distributor,

exclusively, except as set forth in the Deal Terms, the Licensed Rights in the Picture, throughout the

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Territory for the Term in the Authorized Languages subject to the Exceptions, Uses, and Holdbacks as set

forth in the Deal Terms and the Reservation of Rights.

3.2. Reservation of Rights: All rights not expressly licensed to Distributor are Reserved Rights

which Licensor may exploit without restriction except as provided in this Agreement. Licensor’s

Reserved Rights include the exclusive right to grant, exploit or authorize any Secondary Rights for the

Picture, and to claim, collect, and administer any resulting Secondary Royalty Income.

3.3. Reversion of Rights: All Licensed Rights will immediately revert to Licensor free of any

claim by Distributor or other Person on the end of the applicable License Period for the Licensed Rights,

but no later than the end of the Term as provided in Paragraph 6.1.

3.4. Exclusive Grant: If any Licensed Right is granted exclusively to Distributor, then Licensor

may not exploit or authorize exploitation of such Licensed Right in the Authorized Language(s) in the

Territory during any License Period when Distributor may exploit the exclusive Licensed Right.

3.5. Non-Exclusive Grant: If any Licensed Right is granted non-exclusively to Distributor then

Licensor may exploit and authorize exploitation of such Licensed Right in any languages including the

Authorized Language(s) in the Territory at any time but subject to any Licensor Holdbacks or Use

requirements.

ALLIED RIGHTS

4.1.

License: Subject to the terms of this Agreement and Licensor’s Requirements, Licensor grants

to Distributor in addition to the Licensed Rights the non-exclusive license to use the following Allied

Rights in the Picture within the Territory during the Term:

4.1.1.

To advertise, publicize and promote exploitation of the Licensed Rights in the Picture in

the Territory, and in so doing to use the title of the Picture, the advertising and promotional materials

supplied by Licensor or created by Distributor under this Agreement, and the name, voice and likeness

of any Person rendering materials or services on the Picture but not as an endorsement for any product

or service other than the Picture;

4.1.2.

To include before the beginning or after the end of the Picture the credit or logo of

Distributor;

4.1.3.

To change the title of the Picture after first obtaining Notice of Licensor’s approval;

4.1.4.

To dub, subtitle, or parallel track the Picture in accordance with the Authorized Language

Uses in the Deal Terms but only in the Authorized Language(s);

4.1.5.

To edit the Picture to meet exhibition requirements after first obtaining Notice of

Licensor’s approval;

4.1.6.

To allow insertion of commercial announcements before the start or after the end of the

Picture and during the continuity of the Picture as commercially reasonable;

4.1.7.

To use the name, logo, banner, and other identified trademarks of Licensor solely in

connection with exploitation the Picture and in compliance with Paragraph 4.6; and

4.1.8.

To use clips from the Picture for allowed advertising, marketing, and promotion either as

supplied by the Licensor, or as otherwise approved by Licensor, to the extent that they are no more

than three (3) minutes individually or five (5) minutes total.

4.2.

Licensor’s Requirements: Licensor’s Requirements mean the following requirements and

conditions for exploiting any Allied Rights: credit obligations including for use on-screen and on

packaging; dubbing, subtitling, and parallel tracking requirements; editing restrictions; paid advertising,

publicity and promotional requirements; provisions for use of any name, voice, or likeness; limitations on

use of commercial announcements; requirements for use of any trademark or logo; obligations for use of

meta-data, DRM, RMI, and digital identifiers, including ISAN or EIDR.

4.3.

Compliance with Licensor’s Requirements: Licensor will give Distributor timely Notice of

Licensor’s Requirements promptly to the extent reasonably available for each Requirement. Distributor

will abide by all of Licensor’s Requirements after receipt of such Notice in exercising any applicable

Allied Rights. Upon Licensor’s reasonable request, Distributor will promptly submit to Licensor any

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materials created or used by Distributor in exploiting any Allied Rights so that Licensor can determine

whether Licensor’s Requirements are satisfied.

4.4.

Limitations: In exercising any Allied Rights, Distributor may not: (i) alter or delete any credit,

logo, copyright notice, trademark notice, or RMI on the Picture; (ii) include any advertisements or other

materials before, during, or after the Picture other than the credit or logo of Distributor, an approved anti-

piracy warning, or commercials as authorized in this Agreement; or (iii) alter, substitute, dub, or delete

any music or lyrics without prior Notice of Licensor’s approval.

4.5.

Inadvertent Failure: No inadvertent failure by Distributor to comply with any of Licensor’s

Requirements will be a material breach of this Agreement provided Distributor takes reasonable efforts to

cure prospectively such failure after Notice of such failure from Licensor.

4.6.

Use of Licensor Marks: In using the title of the Picture or Licensor’s name, logo, banner, or

other identified trademark on the Picture (“Licensor Marks”), Distributor will at all times follow good

trademark practices subject to Licensor’s Requirements. Distributor will not at any time adopt any symbol

confusingly similar to any of the Licensor Marks or attempt to register any of the Licensor Marks or claim

any goodwill deriving from them. All goodwill arising from use of the Licensor Marks will inure to the

benefit of Licensor. Upon reasonable request, Distributor will give Licensor representative samples of

each use of all Licensor Marks for quality assurance purposes. If Licensor determines Distributor is using

any of its Marks improperly, Licensor may give Notice to Distributor of the improper use and required

remedial action. If Licensor fails to give Distributor such Notice within ten (10) days of receipt of the

sample, reducible to not less than twenty-four (24) hours due to exigencies of release, then the use

indicated in the sample will be deemed approved. If Distributor fails to timely remedy the improper use,

Licensor, upon Notice to Distributor may immediately end Distributor’s right to use such Licensor Marks.

4.7.

Use of Distributor Marks: Distributor may use its name, logo, banner or other identified

trademark (“Distributor Marks”) on the Picture in accordance with Paragraph 4.1.2. and in advertising and

marketing material for the Picture designating Distributor’s services in distributing the Picture and

exploiting the Licensed Rights. Licensor will not adopt any symbol confusingly similar to any of the

Distributor Marks with respect to such services or attempt to register any of the Distributor Marks or claim

any goodwill deriving from them. All good will arising from Distributor’s use of the Distributor Marks

will inure to the benefit of Distributor. If any Distributor Marks are contained on any Distributor Created

Materials obtained by Licensor under Paragraph 12.8., then Licensor will only use the Distributor Marks

on such materials subject to good trademark practices and Distributor’s requirements reasonably

communicated to Licensor. If Distributor determines that Licensor is using any of its Distributor Marks

improperly, the Distributor may give Notice to Licensor of the improper use and required remedial action.

If Licensor fails to timely remedy the improper use, Licensor will cease using all Distributor Marks on the

offending material upon receipt of Notice from Distributor to do so.

TERRITORY

5.1.

Territory: The Territory means the countries or territories listed in the Deal Terms as they

may be further defined in the IFTA

International Schedule of Territory Definitions current as of the

Effective Date. In case of any inconsistency between the Territory definition in the Deal Terms and IFTA

International Schedule of Territories Definitions, the Deal Terms prevail.

5.2.

Non-Contiguous Areas: “Non-Contiguous Areas” mean embassies, military and government

installations, oil rigs and marine drilling sites, airlines-in-flight, and ships-at-sea flying the flag of a

country but not located within its contiguous geographic borders. The Territory does not include the Non-

Contiguous Areas of foreign countries located within the Territory. However, for exploiting any

NonTheatrical or Ancillary Licensed Rights, the Territory includes Non-Contiguous Areas of each country

in the Territory as necessary for exploiting such Rights.

5.3.

Changes in Borders: If during the Term an area separates from a country in the Territory, then

the Territory will still include the entire area which formed one political entity as of the Effective Date. If

during the Term an area is annexed to a country in the Territory, then Licensor grants Distributor a First

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Negotiation Right to acquire the Licensed Rights in the Picture until the end of the Term in the newly annexed

area to the extent those Licensed Rights are then or later available.

5.4.

Regionalization: The Picture is only licensed for exploitation using the technological methods

in customary commercial use in the Territory during the Term. If Disc is an Authorized Format for Video

Licensed Rights, then Distributor may exploit solely in the regional format for the Territory.

TERM, LICENSE PERIOD AND HOLDBACKS

6.1.

Term: The Term of this Agreement starts and ends on the dates set forth in the Deal Terms

except in case of Term extension per Paragraph 15.2. or termination per Paragraph 16.6.

6.2.

Vesting: The Licensed Rights will only vest in Distributor for each Licensed Right when and

subject to the conditions specified in the Deal Terms or, if not there specified, if and when Distributor

accepts Initial Delivery of the Picture and Distributor pays Licensor all installments of Guarantee then

due. Prior to vesting, Distributor may not exploit any Licensed Rights, although Distributor may enter

into agreements with approved subdistributors or agents in accordance with Paragraph 21.1 to exploit any

Licensed Rights after vesting. Between the Effective Date and the Vesting Date, Licensor will not exploit

or authorize exploitation of any Licensed Rights in the Picture within the Territory in any Authorized

Language.

6.3.

License Period: The License Period is the maximum time period indicated in the Deal Terms

during which Distributor may exploit or authorize exploitation of each Licensed Right. If the Deal Terms

only authorize a limited number of Authorized Telecasts for the PayPerView, Pay TV or Free TV Licensed

Rights, then the applicable License Period for such Licensed Rights ends on the earlier of the end of the

applicable License Period or the conclusion of the last Authorized Telecast. Failure to use all Authorized

Telecasts will not extend the License Period. In no case may Distributor exploit or authorize exploitation

of any Licensed Right after the end of the Term of this Agreement.

6.4.

Distributor Holdbacks: A Distributor Holdback means a contractual restriction on the period

during which Distributor may exploit a Licensed Right. Distributor may not exploit or authorize

exploitation of any Licensed Right until the end of its Distributor Holdback. However, Distributor may

enter into agreements with approved subdistributors or agents in accordance with Paragraph 21.1 at any

time during the Term to exploit a Licensed Right commencing after the end of its Distributor Holdback.

6.5.

Additional Distributor Holdbacks: In addition to any Distributor Holdbacks in the Deal

Terms, Distributor agrees that to the full extent allowed by Law during the Term, Distributor will not

undertake or authorize: (i) any overspill telecast of the Picture from within the Territory intended for

primary reception outside the Territory; (ii) any export or sale of Videograms of the Picture from the

Territory intended for primary consumer sale or rental outside the Territory; (iii) any import to or sale

within the Territory of decoders for any encrypted broadcast of the Picture originating outside the

Territory; (iv) making the Picture available on the Internet without commercially reasonable technological

protection measures which restrict access to reasonably identifiable locations within the Territory.

However, a Simultaneous Retransmission outside the Territory of an Authorized Telecast that originated

inside the Territory will not be deemed a breach of these provisions.

6.6.

Licensor Holdbacks: A Licensor Holdback means a contractual restriction on the period

during which Licensor may exploit any Reserved Right in the Authorized Languages in the Territory.

Licensor may not exploit or authorize exploitation in the Authorized Languages in the Territory of any

Reserved Right until the end of its Licensor Holdback. However, Licensor may enter into agreements at

any time to exploit a Reserved Right starting after the end of its Licensor Holdback.

6.7.

Additional Licensor Holdbacks: In addition to any Licensor Holdbacks in the Deal Terms,

Licensor agrees that to the full extent allowed by Law during the Term, Licensor will not undertake or

authorize: (i) any overspill telecast of the Picture in an Authorized Language from outside the Territory

intended for primary reception within the Territory; (ii) any export or sale of Videograms of the Picture

in any Authorized Language from outside the Territory intended for primary consumer sale or rental

within the Territory; (iii) any export to or sale outside the Territory of decoders for any encrypted

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broadcast of the Picture originating inside the Territory; (iv) making the Picture available on the Internet

in any Authorized Language without commercially reasonable technological measures which restrict

access at reasonably identifiable locations within the Territory. For these purposes: (a) a Simultaneous

Retransmission within the Territory of a broadcast that originated outside the Territory will not be deemed

a breach of these provisions; and (b) if the Original Language Version of the Picture is not an Authorized

Language, then the Original Language Version of the Picture without subtitles or parallel tracks will not

be deemed an Authorized Language version of the Picture subject to these provisions.

USE PROVISIONS

7.1.

Authorized Use(s): A Use authorized in the Deal Terms is an Authorized Use of the specific

type, e.g. an Authorized Format or Authorized Telecasts. Distributor may only exploit each Licensed

Right according to the Authorized Uses for the Licensed Right and the provisions of this Agreement.

7.2.

Authorized Format(s): If Disc is an Authorized Use, then Distributor may not, to the extent

permitted by Law, sell or authorize sale of Discs incorporating the Original Language of the Picture

parallel tracked with any Authorized Language Version until after Original Language Disc Versions are

made available for sale to the public in any country with the same Disc region code as that primarily

utilized in the Territory.

7.3.

Authorized Telecast(s): Distributor may not telecast or authorize telecast of the Picture for

more than the Authorized Telecast(s) in the Deal Terms or, if none, a commercially reasonable number.

Authorized Telecast(s) may only be used in Authorized Runs or Authorized Playdates indicated in the

Deal Terms. Distributor may allocate multiple Authorized Runs or Authorized Playdates among

applicable Licensed Rights in a commercially reasonable manner unless otherwise indicated in the Deal

Terms. Distributor may not telecast or authorize telecast of the Picture by any form of PayPerView or

Pay TV other than an encrypted form.

7.4.

Authorized Channel & Satellite: If the Deal Terms limit any telecast of the Picture to an

Authorized Channel or Authorized Satellite then Distributor may only authorize telecast over their

telecasting facilities as they exist on the Effective Date. Otherwise, Distributor may authorize telecast

over any existing channel in the Territory but may only authorize satellite telecast that is primarily

intended for downlink reception in the Territory. If a physical change in telecasting facilities materially

affects the number or kind of television receivers capable of receiving any telecast (e.g. signal boost, new

transponder, orbital drift), then Distributor will promptly give Licensor Notice of such change. Licensor

then grants Distributor a First Negotiation Right to exploit any affected Licensed Rights over the changed

facilities, considering rights previously granted to other Persons. If no agreement is reached in the First

Negotiation period and the change materially affects the exploitation of the Licensed Rights then either

Party may by Notice to the other Party end the License Period for the affected Licensed Rights.

7.5.

Simulcasting: If the Deal Terms allow or a Law requires, Distributor may authorize

Simulcasting Use of the unedited, unaltered, and unabridged Authorized Telecast of the Picture in the

Authorized Language(s). Simulcasting Use does not authorize exploitation of Pay TV Catch-Up or Free

TV Catch-Up, VOD or EST Rights. All Simulcasting Use is subject to Paragraph 13.5. During any

Simulcasting period, Licensor will not undertake or authorize Simulcasting of the Picture in the Territory

in the Authorized Language(s) by any other party but this will not prevent Licensor from exploiting any

VOD or EST Rights in the Picture not granted to Distributor.

7.6.

Catch-Up TV: Only the unedited, unaltered, unabridged Authorized Telecast of the Picture

may be exploited by means of Catch-Up Pay TV or Catch-Up Free TV. Catch-Up Pay TV or Catch-Up

Free TV Licensed Rights do not authorize exploitation of VOD or EST Rights. Any Catch-Up Pay TV or

Catch-Up Free TV must occur within thirty (30) days of each Authorized Telecast unless a different period

is indicated in the Deal Terms. Any grant of Catch-Up Pay TV or Catch-Up Free TV Licensed Rights

will not prevent Licensor from exploiting any VOD or EST Rights in the Picture not granted to Distributor.

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GROSS RECEIPTS PROVISIONS

8.1.

Gross Receipts: Gross Receipts means the sum on a continuous basis of the following

amounts received by, used by or credited to Distributor, any Distributor Affiliate or any approved

subdistributor or agent for each and every Licensed Right calculated as provided in Paragraph 8.2:

8.1.1.

All monies or other consideration of any kind including all advances, guarantees, security

deposits, awards, subsidies (other than those described in Paragraph 8.4), and other allowances from

the license, sale, lease, rental, lending, barter, distribution, diffusion, exhibition, performance,

exploitation, making available, or other exploitation of each Licensed Right in the Picture, all without

any deductions; and

8.1.2.

All recoveries of any kind arising from any claims for infringement or misappropriation

of any Licensed Right after first deducting all costs of suit including attorneys’ fees; and

8.1.3.

All monies or other consideration of any kind from any authorized dealing in trailers,

posters, copies, stills, excerpts, advertising accessories or other materials used in connection with the

exploitation of any Licensed Right; and

8.1.4.

All monies or other consideration of any kind from making available the Picture or any of

its elements on a Website including from: (i) payments received from users or Authorized Subscribers

attributable to accessing the Picture or to using the Website and allocated to the Picture on a non-

discriminatory basis consistently applied; (ii) income derived from advertising and promotions

attributable to the Picture or from using the Website and allocated to the Picture on a non-

discriminatory basis consistently applied; and (iii) payments from affiliates or third parties derived

from accessing the Picture due to links or other information included on the Website in an affiliate or

networking program.

8.2.

Gross Receipts Calculated At Source: For the purpose of determining Licensor’s share of

Gross Receipts, all Gross Receipts must be calculated at “source” determined as follows:

8.2.1.

For any Theatrical Licensed Right, “source” means the levels at which payments are

remitted directly by cinema theaters making the Picture available to the paying public.

8.2.2.

For any NonTheatrical or Ancillary Licensed Right, “source” means the level at which

payments are remitted directly by airlines, bus, vehicles, shipping companies, hotels, or other entities

that exhibit or make the Picture available directly to their patrons or customers.

8.2.3.

For any Video Licensed Right, “source” means the level at which (i) payments are

remitted by wholesalers shipping Videograms directly to retailers for ultimate sale or rental to the

paying public, including intermediate distribution levels such as rack jobbers if and to the extent

Distributor or a Distributor Affiliate participates in income from such intermediate distribution; and

(ii) payments are made for making Videograms available directly to the paying public by Distributor

or a Distributor Affiliate through mail order, video clubs, or kiosks.

8.2.4.

For any Public Video Licensed Right, “source” means at the level at which payments are

remitted directly by exhibitors of the Picture.

8.2.5. For any Pay-Per-View, Pay TV or Free TV Licensed Right, “source” means the level at

which payments are remitted directly by broadcast stations, cable systems, satellite telecasters, or like

entities that broadcast, cablecast, transmit, or otherwise making the Picture available to the viewing

public.

8.2.6. For any VOD or EST Licensed Right, “source” means the level at which payments are

remitted directly by parties operating or controlling any Website from which content is made available

to the general public, or to Authorized Subscribers, or from which content of multiple Websites are

aggregated for access by the general public or by Authorized Subscribers.

8.2.7. For any Licensed Right, if Distributor or any Distributor Affiliate owns or operates the

“source” from which payments are made, then any payment attributable to the source must be no less

than comparable payments remitted from that source to unaffiliated third parties in arm’s length

transactions.

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8.3.

Royalty Income: All Royalty Income derived from exploitation of any Secondary Rights in

the Picture or any Distributor Created Materials (per Paragraph 12.8) will be the sole property of Licensor,

will not be included in Gross Receipts, and Licensor will have the sole right to apply for and collect all

such “Secondary Royalty Income”. For this purpose, as between the parties, Licensor will be deemed the

“author” or “producer” of the Picture, any Version of the Picture including dubbed or subtitled, and any

Distributor Created Materials. Distributor will not make any claim either directly or through a third-party

for any such Secondary Royalty Income. If Distributor receives any such Secondary Royalty Income,

Distributor will immediately remit such sums to Licensor with an appropriate statement identifying their

source.

8.4.

Rebates And Subsidies: The following amounts, if received by, used by, or credited to

Distributor, any Distributor Affiliate, or any approved subdistributor or agent, will first be used to reduce

Recoupable Costs to the extent not repayable by Distributor to any third party: (i) print, publicity and

similar subsidies for the cost of releasing, advertising or publicizing the Picture; (ii) income from publicity

tie-ins; (iii) freight, print, trailer, advertising and other cost recoveries, rebates, refunds or discounts,

whether obtained from regional or national institutions, exhibitors, approved subdistributors or other

Persons; and (iv) income from any use of any clips for advertising, marketing or promoting the

Picture. All such amounts in excess of Recoupable Costs will be included in Gross Receipts.

RECOUPABLE COSTS PROVISIONS

9.1.

Recoupable Costs: Recoupable Costs means all direct, verifiable, out-of-pocket, reasonable

and necessary costs and expenses, exclusive of salaries and overhead, less any discounts, credits, rebates

or similar allowances, actually paid by Distributor for exploiting each Licensed Right in arms-length

transactions with third parties for:

9.1.1.

Customs duties, import taxes, and permit charges necessary to secure entry of the Picture

into the Territory;

9.1.2.

Notarization, translation, processing service, and similar costs relating to obtaining or

securing registration, importation, exploitation or protection of the Picture in the Territory, but only to

the extent reasonably pre-approved by Notice from Licensor, and, if Licensor advances any such fees

or costs, Distributor will promptly reimburse Licensor for them upon demand;

9.1.3.

Sales, use, VAT, admission and turnover taxes and related charges assessable against any

Gross Receipts realized from the exploitation of any Licensed Right, but not including any corporate

income, franchise or windfall profits taxes, nor any remittance or withholding taxes assessable against

amounts payable to Licensor;

9.1.4.

Remittance and withholding taxes on any amounts payable to Licensor, but only as

allowed in Paragraph 10.4.;

9.1.5.

Shipping and insurance charges for Delivery of the Materials to Distributor including any

amounts for shipping within the Territory, but not for returning the Materials to Licensor;

9.1.6.

Manufacture of pre-print materials, positive prints, digital prints, masters, tapes, trailers,

and other copies of the Picture in an amount reasonably pre-approved by Notice from Licensor;

9.1.7.

Costs of allowed editing, subtitling, dubbing or parallel tracking in the Authorized

Language(s) in an amount reasonably pre-approved by Notice from Licensor;

9.1.8.

Costs of allowed advertising, promotion and publicity in an amount reasonably pre-

approved by Notice from Licensor;

9.1.9.

Reasonable checking costs for verifying the accuracy of box office results reported by

exhibitors, but not exceeding one percent (1%) of the reported box office receipts from each such

exhibitor unless reasonably pre-approved by Notice from Licensor;

9.1.10.

Legal costs and fees paid to obtain recoveries for infringement by a third party of the

Licensed Right and the cost of any infringement monitoring service for the Picture, in an amount

reasonably pre-approved by Notice from Licensor;

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9.1.11.

Actual and normal expenses, including reasonable legal costs and fees, incurred in

recovering debts from defaulting licensees and exhibitors;

9.1.12.

Costs of packaging for Videograms embodying the Picture in an amount reasonably pre-

approved by Notice from Licensor;

9.1.13.

Censorship fees and costs of editing to meet censorship requirements in an amount

reasonably pre-approved by Notice from Licensor;

9.1.14.

Additional customary and reasonable costs actually paid by Distributor in exploiting the

Picture in the amount reasonably pre-approved by Notice from Licensor.

9.2.

Limitations: No Recoupable Cost may be deducted from Gross Receipts for any Licensed

Right except as authorized in the Deal Terms. Recoupable Costs must be calculated separately for each

Licensed Right and may not be recouped from Gross Receipts for any other Licensed Right except as

authorized in the Deal Terms. Any cost that does not qualify as a Recoupable Distribution Cost will be

Distributor’s sole responsibility unless Licensor gives Notice approving its recoupment. No item

qualifying as a Recoupable Distribution Cost may be deducted more than once.

9.3.

Third Party Costs: If a Distributor Affiliate or approved subdistributor or agent pays a cost

that would be a Recoupable Cost if paid by Distributor, then such cost may be recouped by Distributor as

a Recoupable Cost but may not be recouped or paid more than once. Otherwise no costs of any third party

may be recouped from monies due to Licensor.

10.

PAYMENT REQUIREMENTS

10.1.

Timely Payment: Distributor will make payments to Licensor and retain recoupments from

Gross Receipts only in the manner and sequence specified in the Deal Terms. Timely payment is of the

essence of this Agreement. Payment will only be considered made when Licensor has immediate and

unencumbered use of funds in the required currency in the full amount due. Distributor will use diligent

efforts to obtain promptly all permits necessary to make all payments to Licensor.

10.2.

Base Currency: The Base Currency is the currency specified in the Deal Terms, or if not

specified, the Base Currency is United States Dollars.

10.3.

Guarantee: The Guarantee, consisting of the Minimum Guarantee and any Additional

Guarantee as set forth in the Deal Terms, is the amount payable to Licensor and recoupable from

Licensor’s share of Gross Receipts for applicable Licensed Rights as indicated in the Deal Terms. The

Guarantee is payable in the Base Currency. The Guarantee is non-returnable, but fully recoupable in

conformity with this Agreement. The Parties agree the Guarantee is a reasonable estimate at the time of

contracting of the minimum share of Gross Receipts that Licensor would receive from Distributor’s full

performance under this Agreement.

10.4.

Remittance Taxes: The Guarantee is a minimum net sum and no taxes or charges of any sort

may be deducted from it, regardless of any remittance or withholding taxes that may be due. However,

Distributor may recoup all remittance or withholding taxes on the Guarantee and any other payments due

Licensor as a Recoupable Cost after providing Licensor with all documentation demonstrating

Distributor’s payment of the required amount on Licensor’s behalf.

10.5.

Limits on Deductions: There will be no deductions from any payments due Licensor because

of any bank charges, conversion costs, sales, use or VAT taxes, “contingents,” quotas or any other taxes,

levies or charges unless separately agreed in a Notice from Licensor.

10.6.

Guarantee Installments: Distributor will pay each installment of the Guarantee to Licensor

in the time and manner specified in the Deal Terms. Where an installment is payable on events within

Licensor’s control, e.g., the start of Principal Photography, Licensor will give Distributor timely Notice

of such event. Where an installment is payable on events within Distributor’s control, e.g., First Release,

Distributor will give Licensor timely Notice of such event. For each Installment of the Guarantee,

Licensor will provide Distributor with a Notice when the payment is due consisting of an Invoice

designating the amount due and if necessary any document indicating occurrence of the event within

Licensor’s control triggering payment (e.g. a Notice of Initial Delivery). Distributor’s payment of the

Contract No: [_______]

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invoiced amount will be due within ten (10) days of Distributor’s receipt of such payment Notice unless

otherwise specified in the Deal Terms. Distributor will pay the amount indicated in the Invoice by wire

transfer of unencumbered funds, free of any transmission charges, to the payment account(s) specified in

the Deal Terms or if not there specified as specified in the Invoice.

10.7.

Letter of Credit: If the Deal Terms indicate a payment is secured by a Letter of Credit, then

Distributor will open the Letter of Credit at a corresponding bank of Licensor’s designated bank. While

open, the Letter of Credit will remain valid, negotiable, transferable, confirmed, and irrevocable; it will

be automatically renewable for any period stated in the Deal Terms if not negotiated by its first end date.

All costs for a Letter of Credit will be borne solely by Distributor.

10.8.

Blocked Funds: Distributor will give Licensor prompt Notice of any Law that prohibits

remittance from the Territory of any sums due Licensor. Distributor will then deposit such sums in

Licensor’s name in a suitable depository designated by Licensor without any deductions for so doing.

10.9.

Finance Charge: Any payment not made when due will, in addition to any other right or

remedy of Licensor, incur a finance charge at the lesser of three basis points over the 3-month London

Inter Bank Offered Rate (“LIBOR+3”) on the date payment was due or the highest applicable legal

contract rate. This finance charge will accrue from the date the payment was due until it is paid in full.

10.10.

Exchange Rate: Distributor will recoup the Guarantee and all Recoupable Costs in the

currency of each country in the Territory. Distributor will convert any sums due Licensor to the Base

Currency at the prevailing exchange rate on the date due at a bank timely designated by Licensor. For a

late payment, Licensor will be entitled to the most favorable exchange rate between the due date and the

payment date. The risk of devaluation of the Base Currency designated by Licensor is Licensor’s sole

risk; the risk of the devaluation of the currency of the Territory is Distributor’s sole risk. Unless specified

otherwise in the Deal Terms, the Base Currency means the currency in which the Guarantee is payable as

designated in the Deal Terms, or, if not so designated, the national currency in the country where Licensor

is headquartered.

10.11.

Documentation: If any Law requires Distributor to obtain a permit or clearance to exploit any

Licensed Right, then Distributor will do so at its expense promptly after payment of the Guarantee. These

may include any dubbing certificate, quota permit, censorship clearance, author’s certificate, certificate of

origin, music cue sheet, or remittance tax form. Distributor will provide Licensor on request with copies

of documents indicating compliance with such Law. If this Agreement is terminated or cancelled, then

upon request Distributor will take all necessary actions to ensure that any such documents are withdrawn

or cancelled, failing which Distributor authorizes Licensor to do so.

11.

ACCOUNTINGS

11.1.

Cross Collateralization: Unless otherwise provided in the Deal Terms, no payment for the

Picture may be cross collateralized or set-off against any amounts for any other Motion Picture, and

amounts due for the Picture may not be used to recoup amounts for any other Motion Picture, or vice

versa. Gross Receipts and Recoupable Costs for the Motion Picture may only be cross collateralized

among the Licensed Rights to the extent, if any, authorized in the Deal Terms, but they may be cross

collateralized among any countries in the Territory except as otherwise provided in the Deal Terms.

11.2.

Allocations: If the Picture is exploited with other Motion Pictures, then Distributor will only

allocate receipts and expenses among the Picture and the other Motion Pictures in the manner reasonably

approved by Notice from Licensor.

11.3.

Financial Records: Distributor will maintain true and accurate records in local currency of

all financial transactions regarding the Picture using generally accepted accounting principles on a

consistent, uniform and non-discriminatory basis until three (3) years after the Term and during any period

while a dispute about payments remains unresolved. The records will include all Gross Receipts derived,

all Recoupable Costs paid, all allowed adjustments or rebates made, all cash collected or credits received,

and all other information necessary to render any statement due. Unless Licensor gives Notice approving

otherwise, all records will be maintained on a cash basis. If Distributor permits any off-set, refund or

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rebate of sums due Distributor, then such sums will nonetheless be included in Gross Receipts. Distributor

will also maintain full and accurate copies of every statement, contract, electronic record, audit report,

correspondence, and other records for the Picture and make available such records for inspection and

copying at the Distributor’s principal place of business.

11.4.

Statements - General Contents: Starting after Initial Delivery, Distributor will furnish

Licensor with a statement in English for the Picture that identifies from the time of the immediately prior

statement, if any, all Gross Receipts derived, all Recoupable Costs paid (identifying to whom they are

paid), and all exchange rates used. If the Territory contains more than one country, the information will

be reported separately for each country and consolidated for the entire Territory. The information will be

provided in reasonable detail on a current and cumulative basis.

11.5.

Statements - Video: For any Video Licensed Rights each statement must also include: (i) all

Videograms manufactured, sold, rented, or destroyed; (ii) their wholesale and retail selling prices; and

(iii) all deductions taken. Distributor may not withhold any Gross Receipts as a reserve against returned

or defective Videos for more than two (2) consecutive accounting periods after which the reserve must be

liquidated. The reserve may not exceed ten percent (10%) of Video Gross Receipts derived for two (2)

accounting periods for which the reserve is retained.

11.6.

Statements - EST and VOD: For EST and VOD Licensed Rights, each statement must also

include for each Website on which the Picture is made available to the extent reasonably available to

Distributor for each reporting period: (i) the total number of access attempts (“raw hits”) to the Website;

(ii) the total number of subscribers to the Website and the daily average number; (iii) the total number of

times the Picture was accessed; (iv) the total amount billed and collected including all charges,

chargebacks, credits, returns, and refunds; (v) the average length of time or number of bytes when the

Picture was accessed; (vi) all subscriber fees identifying the method of allocating such fees to the Picture;

(vii) all advertising revenue indicating the source and method of allocating such revenue to the Picture;

and (viii) all other reasonable and available financial information necessary or appropriate for calculating

Gross Receipts. Distributor may provide such information by making it available for access by Licensor

on a secure portion of the applicable Website.

11.7.

Statement Periods: Distributor will render statements for the following periods: (i) monthly

for the first twelve (12) months after the First Release; then (ii) quarterly through the end of the Term and

as long thereafter as Gross Receipts are derived by Distributor. Each statement must be delivered to

Licensor within one (1) month after the end of the period for which it is rendered. However, no statement

need be rendered for any period in which there are no Gross Receipts, but if Licensor has not received a

statement for six (6) months, Distributor will provide a current statement within one (1) month of

Licensor’s request.

11.8.

Audit Right: Until three (3) years after the Term and upon at least thirty (30) days’ prior

Notice, Licensor may examine and copy, on its own or through its auditors, Distributor’s financial records

regarding the Picture. If the examination uncovers an underpayment, uncontested or later determined due,

Distributor will pay Licensor the amount of such underpayment on demand. If such underpayment is

more than ten percent (10%) of the amount shown due on the statements audited, Distributor will also pay

Licensor upon demand the reasonable costs of examination up to the amount of the underpayment.

12.

DELIVERY, ACCEPTANCE AND RETURN

12.1.

Terminology: Delivery of a Picture means delivery to Distributor of the Delivery Materials

by the Delivery Methods as provided in the Deal Terms and this Paragraph. Delivery occurs in two stages:

Initial Delivery and Additional Delivery. Initial Delivery means delivery of the Initial Materials.

Additional Delivery means delivery of the Additional Materials. The Delivery Materials means the Initial

Materials and the Additional Materials as applicable. A Notice of Delivery means a Notice of Initial

Delivery or Notice of Additional Delivery as applicable.

12.2.

Initial Delivery: Licensor will make Initial Delivery as follows:

Contract No: [_______]

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12.2.1.

Notice of Initial Delivery: Licensor will commence Delivery by giving Distributor a

Notice of Initial Delivery stating the date on which Licensor is prepared to make Initial Delivery.

Licensor will use commercially reasonable efforts to give Distributor a Notice of Initial Delivery by

no later than the Delivery Date in the Deal Terms, subject to extension due to Force Majeure, but in

any case, Licensor must give Distributor a Notice of Initial Delivery by no later than any Outside

Delivery Date in the Deal Terms.

12.2.2.

Identified Initial Materials: If the Initial Materials are identified in the Deal Terms, then

the Notice of Initial Delivery should also specify: (i) any Material Charges for the Initial Materials;

(ii) the Delivery Method for each of the Initial Materials; (iii) the carrier making delivery; (iv) any

other delivery cost; and (v) the method of payment. Distributor will immediately pay all amounts

required. Upon receipt of payment, Licensor will immediately make Delivery to Distributor of all

identified Initial Materials by their designated Delivery Method.

12.2.3.

Non-Identified Initial Materials: If the Initial Materials are not identified in the Deal

Terms, then Licensor’s Notice of Initial Delivery will identify that Initial Materials are available, and

if appropriate, specify the Initial Materials. Within ten (10) days of receipt of Licensor’s Notice,

Distributor will give Licensor Notice of the Initial Materials which Distributor reasonably requires.

Licensor will then promptly give Distributor Notice of: (i) any Material Charges for the Initial

Materials; (ii) the Delivery Method for each of the Initial Materials; (iii) the carrier making delivery;

(iv) any other delivery cost; and (v) the method of payment. Distributor will promptly pay all required

Materials Charges and delivery costs. Upon receipt of payment, Licensor will immediately make

Delivery to Distributor of all Initial Materials required by Distributor by the designated Delivery

Method.

12.2.4.

Distributor Response: Distributor must respond promptly to Licensor’s Notice of Initial

Delivery by making any required specification or payment, in any case no later than one (1) month

after receipt of Licensor’s Notice of Initial Delivery.

12.3.

Additional Delivery: Licensor will make Additional Delivery as follows:

12.3.1.

Notice of Additional Delivery: Promptly after completion of Initial Delivery, Licensor

will give Distributor a Notice of Additional Delivery that Licensor is prepared to deliver all remaining

Additional Materials.

12.3.2.

Identified Additional Materials: If the Additional Materials are identified in the Deal

Terms, then the Notice of Additional Delivery should also specify: (i) any Material Charges for the

Additional Materials; (ii) the Delivery Method for each of the Additional Materials; (iii) the carrier

making delivery; (iv) any other delivery cost; and (v) the method of payment. Distributor will

promptly pay all required Materials Charges and delivery costs. Upon receipt of payment, Licensor

will immediately make Delivery to Distributor of all identified Additional Materials by their

designated Delivery Method.

12.3.3.

Non-Identified Additional Materials: If the Additional Materials are not identified in the

Deal Terms, then Licensor’s Notice of Additional Delivery will identify that Additional Materials are

available, and if appropriate, specify the Additional Materials. After receipt of Licensor’s Notice,

Distributor will promptly give Licensor Notice of the Additional Materials that Distributor reasonably

requires. Licensor will then give Distributor Notice of: (i) any Material Charges for the Additional

Materials; (ii) the Delivery Method for each of them; (iii) the carrier making delivery; (iv) any other

delivery cost; and (v) the method of payment. Distributor will immediately pay all amounts required.

Upon receipt of payment, Licensor will immediately make Delivery to Distributor of all Additional

Materials required by Distributor by the designated Delivery Method.

12.4.

Delivery Methods: Licensor will make Delivery of Delivery Materials by one of the following

methods specified in the Deal Terms or Licensor’s Delivery Notice or as is otherwise customary for the

applicable Delivery Material:

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12.4.1.

Physical Delivery: Where Physical Delivery is specified, Licensor will deliver the

applicable Delivery Materials to Distributor at the applicable delivery location. Delivery will be made

by air transport unless otherwise specified in the Deal Terms or Delivery Notice.

12.4.2.

Laboratory Access: Where Laboratory Access is specified, Licensor will provide

Distributor with access to the applicable Delivery Materials at a recognized laboratory or facility

mutually acceptable to the parties. Access will be on the terms of the IFTA

International Laboratory

Access Letter or, if indicated in the Deal Terms, another mutually approved access letter.

12.4.3.

Loan of Materials: Where Loan of Materials is specified, Licensor will deliver the

applicable Delivery Materials on loan to Distributor at the applicable delivery location. Delivery will

be made by air transport unless otherwise specified in the Deal Terms or Delivery Notice. These

loaned Delivery Materials may only be used to make new pre-print materials, at Distributor’s sole

expense, from which necessary exploitation materials can be made. The loaned Delivery Materials

will always be held in a laboratory or facility subject to Licensor’s reasonable approval and will be

returned to Licensor within a reasonable time designated by Licensor.

12.4.4.

Electronic Delivery: Where Electronic Delivery is specified, Licensor will deliver the

applicable Delivery Materials to Distributor by electronic transmission via satellite, over the Internet,

or by comparable service consistent with available materials and Distributor’s equipment. Licensor

may require Distributor to implement commercially available DRM before making any electronic

delivery. For satellite delivery, Licensor will be responsible for all up-linking costs and Distributor

will be responsible for all down-linking costs. For a missed transmission, Licensor upon receipt of

timely Notice will assist Distributor to receive a new transmission.

12.5.

Acceptance of Delivery: Distributor will evaluate all Delivery Materials for technical

acceptance promptly after their receipt. Acceptance of Delivery means Distributor’s actual or deemed

acknowledgement that the applicable Delivery Materials are technically acceptable for exploitation of the

Licensed Rights. Acceptance of Delivery is based on objective technical standards without regard to

questions of commercial or artistic merit. Distributor will give Acceptance of Delivery for the applicable

Delivery Materials in one of the following manners:

12.5.1.

Guarantor Certificate: If provided in the Deal Terms or otherwise agreed by the Parties,

Licensor may give Distributor a Guarantor Certificate for the applicable Delivery Materials. In such

case, Distributor agrees that receipt of the Guarantor Certificate constitutes Acceptance of Delivery

for the identified Delivery Materials for the purpose of making any payment due Licensor but does

not waive any right Distributor may have against Licensor or the Guarantor to require Delivery of

substitute Delivery Materials in any case of technical insufficiency.

12.5.2.

Laboratory Certificate: If provided in the Deal Terms or otherwise agreed by the Parties,

Licensor may give Distributor a Laboratory Certificate for the applicable Delivery Materials. In such

case Distributor agrees that receipt of the Laboratory Certificate constitutes Acceptance of Delivery

for the identified Delivery Materials for the purpose of making any payment due Licensor but does

not waive any right Distributor may have against Licensor or the laboratory to require Delivery of

substitute Delivery Materials in any case of technical insufficiency.

12.5.3.

Evaluation Process: If not otherwise covered by the above for any Delivery Materials, the

following Evaluation Process will apply. Licensor will make Delivery to Distributor of the applicable

Delivery Materials by the applicable Delivery Method. Distributor must evaluate all Delivery

Materials for technical acceptance promptly after receipt, which may include submitting the Delivery

Materials to a laboratory specified in the Deal Terms, or if not specified, as selected by Distributor,

for a Quality Control Report. Any Delivery Materials that meet technical acceptance standards in the

Quality Control Report will be deemed approved. Any technical defect not specified in reasonable

detail by Notice to Licensor within thirty (30) days of Delivery will be deemed waived. If Distributor

does give such a Notice, then Licensor will at its expense either: (i) redeliver Delivery Materials

correcting the specified technical defect; (ii) submit the Delivery Materials to another mutually agreed

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laboratory for a new Quality Control Report; or (iii) initiate arbitration under Paragraph 16.3. to

determine whether the Delivery Materials were technically defective. This procedure will continue

for any corrected Delivery Materials until Delivery is deemed completed. However, if Licensor is

unable to deliver Delivery Materials acceptable under the Agreement within the earlier of one-hundred

twenty (120) days after first Delivery of the Delivery Materials or three (3) attempts, then Distributor

may declare Licensor in material default under Paragraph 16.3. for failing to make timely Delivery.

If Distributor has undertaken a First Release of the Picture, then any alleged defect in any Delivery

Material used in the First Release will be deemed waived by Distributor. Distributor will have the

right in its discretion to waive any defect in any Delivery Material for purposes of making any payment

to Licensor but such waiver will not waive Distributor’s right to require delivery of technically

satisfactory Delivery Materials at a later time.

12.6.

Ownership: Legal ownership of all Delivery Materials will remain with Licensor subject to

Distributor’s right to use such Delivery Materials under this Agreement. Distributor will exercise due

care in safeguarding all Delivery Materials and will assume all risks for their theft or damage while they

are in Distributor’s possession.

12.7.

Payment for Delivery Materials: Distributor will pay for all Delivery Materials as indicated

in the Deal Terms or otherwise in Licensor’s Delivery Notice. All costs of Delivery and return of the

Delivery Materials (including shipping charges, insurance, import fees, duties, brokerage fees, storage

charges and related charges) will be Distributor’s sole responsibility unless otherwise specified in the Deal

Terms.

12.8.

Distributor Created Materials: Distributor will provide Licensor and its designees with

prompt unrestricted free access to all alternate language tracks, subtitled, dubbed and parallel track

versions, masters, advertising and promotional materials, artwork and other materials created or

authorized by Distributor to exploit the Picture (“Distributor Created Materials”). Distributor will

promptly give to Licensor a Notice of each Person who prepared any Distributor Created Materials and

each laboratory or facility where they are located. Licensor will pay Distributor promptly on request for

the actual cost of duplication and shipping to Licensor of any Distributor Created Materials and, if

applicable, any reuse fees applicable to their use. Distributor assigns to Licensor, and Licensor will

immediately become the owner of, the worldwide copyright in all Distributor Created Materials, subject

to a non-exclusive free license in favor of Distributor and its licensees to use them during the Term solely

for exploitation of the Licensed Rights. If such ownership is not allowed under a Law in the Territory,

then Distributor grants Licensor a non-exclusive free license to use all Distributor Created Materials

worldwide in perpetuity without restriction.

12.9.

Return of Materials: At the end of the Term, Distributor at its expense, will at Licensor’s

election, either: (i) return all Delivery Materials and Distributor Created Materials to Licensor; or (ii)

destroy all Delivery Materials and Distributor Created Materials and provide to Licensor a customary

certificate of their destruction.

13.

EXPLOITATION OBLIGATIONS

13.1.

General Obligations: Distributor will release the Picture in conformity with any Release

Requirements in the Deal Terms, including releasing the Picture in any First Release Medium by no later

than any Outside Release Date. Throughout the Term, Distributor will use diligent efforts and skill in the

distribution and exploitation of the Licensed Rights to maximize Gross Receipts and minimize Recoupable

Costs consistent with the quality standards of first-class distributors in the Territory. Distributor will not

discriminate against the Picture or use the Picture to secure more advantageous terms for any other motion

picture, product, or service. Distributor will maintain the Picture in continuous release throughout the

Territory for a period consistent with its reasonable business judgment. Distributor does not guarantee

the performance of any authorized agent or subdistributor.

13.2.

Theatrical Exploitation Obligations: In exploiting any Theatrical Licensed Rights:

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13.2.1.

Licensor Consultation: Distributor will accord Licensor prior reasonable consultation on

an on-going basis of all significant aspects of the plan for the first run theatrical release of the Picture

in the Territory, including the initial campaign, print order, advertising budget, marketing campaign,

and short subject allocations. Distributor will comply in all material respects with any release plan

approved by Licensor. Distributor will give Licensor reasonable advance Notice of all premieres of

the Picture in the Territory. Distributor will not screen the Picture in any festival, charitable screening

or the like where there is no paying audience without prior Notice of Licensor’s approval.

13.2.2.

Release Information: Distributor will give Licensor weekly Notice setting forth all

information available to Distributor on a weekly and cumulative basis regarding the first run theatrical

release of the Picture, including exhibition terms, box office receipts, and expenses.

13.2.3.

Exhibition Obligations: All exhibition agreements for the Picture must be separate from

exhibition agreements for any other Motion Picture, product, or service. If the Picture is exhibited

with any other Motion Picture during its first run, any allocation of box office receipts must be

reasonably approved by Notice from Licensor. No more than one percent (1%) of net box office

receipts per theater may be allocated to a short subject. Distributor will not license the Picture to any

theater in which Distributor or a Distributor Affiliate has any interest except on terms consistent with

arm’s-length transactions for like motion pictures. Distributor will use all reasonable efforts to

maximize collections from exhibitors as quickly as possible.

13.3.

Video Exploitation Obligations: In exploiting any Video Licensed Rights:

13.3.1.

Licensor Approval: Distributor will accord Licensor prior reasonable approval of all

advertising, packaging, artwork, and marketing campaigns for exploiting the Video Licensed Rights.

Distributor at its cost will also provide Licensor for its reasonable approval one (1) prototype copy of

each authorized type of Video and its packaging promptly after its manufacture and before its sale or

disposition. Licensor’s approval will be deemed given if Licensor does not give Distributor Notice of

an objection within five (5) days of receipt of these items.

13.3.2.

Efforts and Quality: Distributor will use diligent efforts and skill in the manufacture,

distribution, and exploitation of Videograms of the Picture, using quality standards at least comparable

to other Videograms commercially available in the Territory. From the end of any Video Holdback

until the end of the Term, Distributor will make Videograms of the Picture in the Authorized

Language(s) and Authorized Formats available in the Territory through its catalogue and will not allow

them to leave normal channels of distribution for a commercially unreasonable period of time.

13.3.3.

Included Material: Distributor will not make or distribute any Videograms in which the

Picture is included with another feature length Motion Picture for a single price without prior Notice

of Licensor’s approval. Distributor may include trailers and advertising material for other Motion

Pictures on any Videogram of the Picture in a commercially reasonable manner provided that they do

not interrupt the running time of the Picture and that Distributor also customarily includes trailers and

advertising material for the Picture on Videograms of other motion pictures.

13.3.4.

Pricing: To the extent allowed by Law, for calculating Gross Receipts: (i) Videograms

will be deemed sold for not less than any Minimum Wholesale Price or Minimum Retail Price in the

Deal Terms; and (ii) Videograms disposed of without charge above the number of Free Goods in the

Deal Terms will be deemed sold at the Minimum Wholesale Price.

13.4.

Television Exploitation Obligations: In exploiting any PayPerView, Pay TV or Free TV

Licensed Rights:

13.4.1.

Limitations: Distributor will not telecast or authorize telecast of the Picture by any form

of Pay TV other than an encrypted form and as allowed by Law, Distributor will not undertake or

authorize any sale, rental or export of decoders for such encryption outside the Territory.

13.4.2.

Usage Reports: Upon Licensor’s request, Distributor will promptly provide Licensor with

the following information to the extent reasonably available to Distributor: (i) the title of the Picture

in each Authorized Language used for each telecast of the Picture; (ii) each Person responsible for

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preparing a dubbed, subtitled, or parallel tracked version of the Picture; and (iii) the time and place of

each telecast of the Picture since the last Usage Report to Licensor.

13.5.

EST and VOD Exploitation Obligations: In exploiting any EST or VOD Licensed Rights:

13.5.1.

Asset Protection: Distributor may only make the Picture available on a Website: (i) where

access is subject to an enforceable access contract (e.g. Terms of Use) that only permits access by

Authorized Subscribers and that prohibits circumvention of technological measures against

unauthorized access; (ii) that uses current and commercially reasonable DRM that limits access to the

Picture solely to Authorized Subscribers who have been verified as such using at least 2 methods and

solely to reasonably identifiable locations within the Territory.

13.5.2.

Protection Verification: Upon reasonable request Distributor will promptly provide

Licensor with Notice demonstrating compliance with Paragraph 13.5.1. If Distributor fails to do so

Licensor may give Distributor Notice to cease exploiting any affected EST or VOD Licensed Rights.

Distributor may not then exploit such rights until Distributor provides Licensor with Notice

demonstrating compliance with Paragraph 13.5.1 and Distributor receives a return Notice from

Licensor approving compliance. Licensor’s good faith decision not to approve any technological

measure used by Distributor to demonstrate compliance will not be a breach of this Agreement.

14.

MUSIC

14.1.

Cue Sheets: To the extent required and available, Licensor will supply Distributor promptly

after Initial Delivery with music cue sheets listing the composer, lyricist and publisher of all music

embodied in the Picture. Distributor will, as needed, promptly file with the appropriate government

agency or music rights society in the Territory the music cue sheets as supplied by Licensor.

14.2.

Synchronization: Licensor represents and warrants to Distributor that Licensor controls all

rights necessary to synchronize the music contained in the Picture on all Copies exploited by Distributor

throughout the Territory for the Term. Licensor authorizes Distributor to exploit such synchronization

rights without charge in exploiting the Licensed Rights in the Picture. Licensor will be solely responsible

for paying all royalties or charges necessary to obtain and control such synchronization rights for the Term

and will hold Distributor harmless from any payments in this regard.

14.3.

Mechanical: Licensor represents and warrants to Distributor that Licensor controls all rights

necessary to make mechanical reproductions of the music contained in the Picture on all Copies exploited

by Distributor throughout the Territory for the Term. Licensor authorizes Distributor to exploit such

mechanical rights without charge in exploiting the Licensed Rights in the Picture. Licensor will be solely

responsible for paying all royalties or charges necessary to obtain and control such mechanical rights for

the Term and will hold Distributor harmless from any payments in this regard, provided if a mechanical

or authors’ rights society in the Territory refuses to honor the authorization obtained by Licensor in the

Picture’s country of origin, then Distributor will be solely responsible for such royalties or charges.

14.4.

Performance: Licensor represents and warrants to Distributor that the non-dramatic (“small”)

performing rights in each musical composition embodied in the Picture are either: (i) in the public domain

in the Territory; or (ii) controlled by Licensor sufficient to allow Distributor to exploit the Licensed Rights

without additional payment for such rights; or (iii) available by license from a performing rights society

in the Territory affiliated with the International Confederation of Authors and Composers Societies

(CISAC). For music in category (iii), Distributor will be solely responsible for obtaining a license to

exploit such performance rights from the local performing rights society.

14.5.

Publishing: As between Licensor and Distributor, Licensor (or its affiliated publishing

company) will be solely entitled to collect and retain the publisher’s share of any music royalties arising

from Distributor’s exploitation of any Licensed Rights in the Picture.

15.

SUSPENSION AND WITHDRAWAL

15.1.

Licensor’s Right: Licensor may suspend Delivery or withdraw the Picture by Notice to

Distributor: (i) if Licensor determines in good faith that its exploitation might infringe the rights of others

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or violate any Law; (ii) if Licensor determines in good faith that its Materials are unsuitable for the

manufacture of first-class commercial quality exploitation materials; or (iii) due to Force Majeure.

15.2.

Suspension: The Term will be extended for the length of each suspension. Suspension will

not be a material breach of this Agreement and Distributor will only be entitled to incidental damages, but

not direct or consequential damages (such as “lost profits”), for any suspension. If any suspension extends

Initial Delivery of the Picture beyond the Outside Delivery Date, then the Picture will be treated as

immediately withdrawn on the Outside Delivery Date without the necessity of any Notice. Otherwise, if

any suspension lasts more than three (3) consecutive months, then either Party may terminate this

Agreement on ten (10) days’ Notice and treat the Picture as withdrawn.

15.3.

Withdrawal: If the Picture is withdrawn, then Licensor must promptly offer to substitute a

Motion Picture of like quality mutually satisfactory to Licensor and Distributor without additional

charge. If the Parties cannot agree on such a substitute within thirty (30) days of Licensor’s Notice of

withdrawal, then either Party may terminate this Agreement for the affected Picture by Notice to the other

Party. If termination occurs before First Release, Distributor will be entitled to a refund from Licensor of

the entire Guarantee actually paid and all unrecouped Recoupable Costs incurred up to the date of

termination. If termination occurs after First Release, Distributor will be entitled to a refund from Licensor

of an equitable portion of the unrecouped Guarantee actually paid and all unrecouped Recoupable Costs

incurred up to the date of termination in consideration of the exploitation of the Licensed Rights in the

affected Picture. Distributor’s sole remedy for any such termination due to withdrawal will be to receive

such refund and in no case may Distributor collect any consequential damages (including “lost profits”)

for any withdrawal. If, within three (3) years after the Picture is withdrawn, Licensor elects to again release

the Picture in the Territory, Distributor will have a First Negotiation Right to acquire any Licensed Rights

in the Picture.

15.4.

Force Majeure: Force Majeure means any fire, flood, earthquake, or public disaster; strike,

labor dispute or unrest; unavoidable accident; breakdown of electrical or sound equipment; failure to

perform or delay by any laboratory or supplier; delay or lack of transportation; embargo, riot, war,

insurrection, or civil unrest; any Act of God including severe inclement weather; any act of legally

constituted authority; inability to obtain sufficient material, labor, transportation, power, or other essential

commodity or service required for the conduct of either Party’s business or any other cause beyond the

reasonable control of either Party.

16.

TERMINATION, DEFAULT, BREACH AND REMEDIES

16.1. Distributor’s Default: Distributor will be in default under this Agreement for failure to perform

any of its obligations under this Agreement, including making any payments, as and when due. Distributor

will be in material default if: (i) Distributor fails to pay all installments of the Guarantee due on or before

Initial Release of the Picture; (ii) Distributor becomes insolvent, seeks relief under any insolvency Law,

or allows an insolvency representative to be appointed who is not removed within thirty (30) days; (iii)

Distributor attempts to make any assignment or delegation without first obtaining Licensor’s approval

under Paragraph 21.1.; or (iv) Distributor’s default is substantially likely to cause Licensor significant

harm or to deprive Licensor of a significant benefit of this Agreement. If this Agreement applies to more

than one Picture, then at Licensor’s election a default for one Picture will be a default for any or all

Pictures.

16.2. Distributor’s Cure and Breach: Licensor will give Distributor Notice of any claimed default.

If the default is capable of cure, then Distributor will have fourteen (14) days after receipt of Licensor’s

Notice to cure a monetary default, and twenty-one (21) days after its receipt to cure a non-monetary

default. If the default is incapable of cure, or if Distributor fails to cure within the allowed time, then

Distributor will be in breach of this Agreement. An uncured material default will be a material breach.

Licensor may then proceed against Distributor for all available relief for the particular breach, including

seeking recoverable damages, terminating this Agreement for a material breach, and declaring all unpaid

amounts due Licensor under this Agreement immediately due and payable. If this Agreement covers

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multiple Pictures, Licensor may exercise any available termination right for the affected Picture or for any

or all other Pictures.

16.3. Licensor’s Default: Licensor will be in default under this Agreement for failure to perform

any of its obligations under this Agreement as and when due. Licensor will be a material default if: (i)

Licensor fails to give Distributor a Notice of Initial Delivery before the Outside Delivery Date, or

otherwise fails to complete Delivery in a timely manner as required in Paragraph 12.5.3.; (ii) the Picture

as Delivered does not contain a Key Element (or approved Key Replacement) under Paragraph 2.2., or

contains an unapproved Key Replacement under Paragraph 2.3.; (iii) Licensor becomes insolvent, seeks

relief under any insolvency Law, or allows an insolvency representative to be appointed who is not

removed within thirty (30) days; or (iv) Licensor’s default is substantially likely to cause Distributor

significant harm or to deprive Distributor of a significant benefit of this Agreement. Any default by

Licensor is limited to the particular Picture affected, and no default by Licensor as to any one Picture or

agreement with Distributor will be a default as to any other Picture or agreement with Distributor.

16.4. Licensor’s Cure and Breach: Distributor will give Licensor Notice of any claimed default.

Licensor will have fourteen (14) days after receipt of Distributor’s Notice to cure a monetary default, and

twenty-one (21) days after its receipt to cure a non-monetary default. If the default is incapable of cure,

or Licensor fails to cure within the allowed time, then Licensor will be in breach of this Agreement. An

uncured material default will be a material breach. Distributor may then proceed against Licensor for all

available relief for the particular breach, including seeking recoverable damages and terminating this

Agreement for a material breach.

16.5. Recoverable Damages: Each Party may only seek to recover incidental or direct damages

occasioned by any breach. Each Party waives any right to seek special, consequential, or punitive

damages, including “lost profits” from any breach. This waiver is an independent covenant that survives

the failure of essential purpose of any other remedy, even if limited. Nothing in this Agreement limits

Licensor’s remedies for infringement claims for any exploitation of the Picture by other than the Licensed

Rights, outside the Territory, or before or after the Term.

16.6. Termination:

16.6.1. Operation: A Party may terminate this Agreement for a material breach by the other Party.

A Party effects such termination by giving Notice of so doing to the other Party. The termination is

effective upon the later of receipt of the Notice or date specified in the Notice. A Notice of

Termination is required in addition to any Notice of default or breach. Upon termination all applicable

unperformed obligations of both Parties for the affected Picture(s) are discharged but each Party retains

all its remedies, including seeking any available recoverable damages, and remains liable for any

breach or failure of any representation or warranty occurring before termination. Upon termination

all Licensed Rights in the affected Picture(s) revert to Licensor, and Licensor will be free, and if

necessary Distributor grants to Licensor the right, to exploit or authorize exploitation throughout the

Territory of any Licensed Rights for the affected Picture(s), but Licensor has no obligation to do so.

Upon termination, Licensor will have no obligation to make any further Delivery for the affected

Picture(s) and Distributor will promptly return to Licensor all Delivery Materials received by

Distributor for the affected Picture(s).

16.6.2. Sublicenses: Upon termination, Distributor will provide Licensor with all documents

regarding all subdistribution and agency agreements (“sublicenses”) entered into by Distributor for

the affected Picture(s). Upon the effective date of termination, all such sublicenses will also terminate

except as provided in this Paragraph. If allowed in the sublicense and Licensor and Distributor

mutually agree, or if Licensor, Distributor and the sublicensee mutually agree, Distributor may

continue to service the sublicense including making collections and recoupments from Gross Receipts

in accordance with this Agreement, but may not conclude any new sublicenses. Otherwise, if Licensor

and the sublicensee mutually agree each in their sole discretion, Licensor may assume the sublicense

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and retain all Gross Receipts derived from the sublicense itself provided Licensor will hold Distributor

harmless from any claim by the sublicensee for any failure of performance by Licensor.

16.7. Arbitration: Any dispute arising under this Agreement, including with respect to any right or

obligation that survives termination of this Agreement will be administered and resolved by final and

binding arbitration under the IFTA

Rules for International Arbitration in effect as of the Effective Date

of this Agreement (“IFTA

Rules”). Each Party waives any right to adjudicate any dispute in any other

court or forum, except that a Party may seek interim relief before the start of arbitration as allowed by the

IFTA

Rules. The arbitration will be held in the Forum and under the Governing Law designated in the

Deal Terms or, if none, as determined by the IFTA

Rules. The arbitration will be decided in accordance

with the Governing Law. The Parties will abide by any decision in the arbitration and any court having

jurisdiction may enforce it. The Parties submit to the jurisdiction of the courts in the Forum for interim

relief, to compel arbitration, and to confirm or challenge an arbitration award. The Parties agree to accept

service of process in accordance with the IFTA

Rules and agree that such service satisfies all

requirements to establish personal jurisdiction over the Parties. Both Parties waive application of the

Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial

Matters. Both Parties acknowledge that for an unsatisfied arbitration award that is confirmed by a court

of competent jurisdiction and is not subject to appeal, the Prevailing Party may request that the other Party

be barred from attendance at the American Film Market



solely in accordance with the barring provisions

of the current AFM



Guidelines.

17.

INTELLECTUAL PROPERTY PROTECTION PROVISIONS

17.1.

Requirements: Distributor will include on each Copy of the Picture distributed under its

authority any copyright notice, trademark notice, anti-piracy warning and RMI included on any Delivery

Materials or otherwise supplied by Licensor.

17.2.

Enforcement: Distributor will take all reasonable steps to prevent infringement or

unauthorized use of the Picture in the Territory, including monitoring for infringement. Licensor at its

election may independently retain its own intellectual property protection monitoring service. Licensor

may participate in any copyright infringement litigation initiated by Distributor using counsel of

Licensor’s choice, in which case Licensor’s expenses will be first reimbursed from any recovery. If

Distributor declines to undertake any copyright infringement litigation, Licensor may do so at its own

expense, in Licensor’s or Distributor’s name, with Licensor recovering all of its costs of suit, including

reasonable attorney’s fees, from first recoveries in such litigation, and the balance remitted to Distributor

as Gross Receipts.

17.3.

New Technology: If during the Term new technology in general commercial use in the

Territory inhibits the unauthorized duplication, reception, access, downloading or exploitation of the

Picture or its Copies, then Distributor will use such technology in a reasonable manner in exploiting the

Licensed Rights in the Picture. Distributor may deduct the reasonable cost of so doing as a Recoupable

Cost with prior Notice of Licensor’s approval.

17.4.

No Warranty Against Infringement: The Parties acknowledge that it is in their mutual

interest to prevent infringement and unauthorized distribution of the Picture in the Territory. Distributor

has also taken all necessary steps to inform itself of any infringement of the Picture in the Territory before

executing this Agreement. No infringement or unauthorized distribution of the Picture, whether before or

after the Effective Date, will allow Distributor to terminate this Agreement, reduce any amounts due to

Licensor, or alter the terms of exploitation including any Holdbacks. Licensor will cooperate with

Distributor to prevent or remedy any such act of infringement or unauthorized distribution of the Picture.

18.

LICENSOR’S REPRESENTATIONS AND WARRANTIES

18.1.

As Principal: If the Cover Page indicates Licensor is a principal, then Licensor represents and

warrants to Distributor that the following are true and correct as of the Effective Date:

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18.1.1.

Licensor has full authority and capacity to execute this Agreement and full legal and

financial ability to perform all of its obligations under this Agreement;

18.1.2.

There are no existing or threatened claims, arbitration, or litigation which would adversely

affect or impair any of the Licensed Rights in the Territory during the Term;

18.1.3.

Licensor has not licensed, encumbered, or assigned any Licensed Right to any other

Person in the Territory in a manner that would interfere with Distributor’s exclusive exploitation of

any Licensed Right granted exclusively, and will not do so during the Term;

18.1.4.

Licensor will not exploit or authorize exploitation of any Reserved Right in the Territory

before the end of the applicable Licensor Holdback period;

18.1.5.

The Picture was produced by authors who are nationals of or have their habitual residence

in, or was first published or simultaneously first published in, a country which at the time of such

production or publication was a signatory to the Berne Convention for the Protection of Literary and

Artistic Works and Licensor has not done any act or omitted to do any act which would impair the

18.1.6.

Neither the Picture nor the exploitation of any Licensed Rights does or will during the

Term: (i) defame, or hold in a false light, or infringe any privacy or publicity or other personal right

of any Person; or (ii) infringe any copyright, trademark, trade secret, right of ideas, or similar property

right of any Person. To the best of Licensor’s knowledge, as of the Effective Date, no use of any of

the Delivery Materials does or will infringe any patent rights of any Person; and

18.1.7.

Licensor has undertaken reasonable efforts to ensure that its suppliers of essential special

effects and other digital information embodied in the Delivery Materials have not included any

electronic self-help instructions that will cause such digital information to cease operation of its own

accord in such a manner as to materially impair Distributor’s use of such Delivery Materials.

18.2.

As Agent: If the Cover Page indicates Licensor is acting as an agent, Licensor represents and

warrants to Distributor that the following are true and correct throughout the Term:

18.2.1.

Licensor has full authority from its principal designated on the Cover Page to enter into

this Agreement on behalf of its principal and the principal will be bound by this Agreement including

the arbitration provisions in Paragraph 16.7.; and

18.2.2.

Licensor’s principal has made to Licensor representations and warranties substantially

comparable to those in Paragraph 18.1. and has authorized Licensor to make those representations and

warranties directly from the principal to Distributor on the principal’s behalf, and to the best of

Licensor’s knowledge they are all true and correct. In case of a breach of any representation or

warranty in Paragraph 18.1., Distributor agrees to look directly to the principal and not to Licensor for

any remedies Distributor might have.

19.

DISTRIBUTOR’S REPRESENTATIONS AND WARRANTIES

19.1.

As Principal: Distributor represents and warrants to Licensor that the following are true and

correct throughout the Agreement Term:

19.1.1.

Distributor has full authority and capacity to execute this Agreement and full legal and

financial ability to perform all of its obligations under this Agreement;

19.1.2.

There are no existing or threatened claims, arbitration, or litigation which would adversely

affect or impair Distributor’s ability to perform under this Agreement;

19.1.3.

Distributor will honor all restrictions on the exploitation of the Licensed Rights and the

Allied Rights under this Agreement and will not exploit any Licensed Right outside the Territory,

before the end of its Holdback, or after the Term;

19.1.4.

No authorized exploitation of any Allied Rights by Distributor does or will: (i) defame, or

hold in a false light, or infringe any privacy or publicity or other personal right of any Person; or (ii)

infringe any copyright, trademark, trade secret, right of ideas, or similar property right of any Person;

or (iii) to the best of Distributor’s knowledge at the time of its creation, infringe any patent rights of

any Person.

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19.2.

As Assignor: In case of any authorized transfer of this Agreement under Paragraph 21.1.,

Distributor makes the following additional representations and warranties to Licensor:

19.2.1.

The assignee can and will make all of the representations and warranties set forth above

in Paragraph 19.1. directly to Licensor; and

19.2.2.

If the assignee breaches any of those representations and warranties, then Licensor, in

addition to any other right or remedy, may proceed directly against Distributor for such breach without

first proceeding against the assignee or exhausting any right or remedy against the assignee.

20.

INDEMNITIES

20.1.

By Licensor: Licensor will indemnify and hold harmless Distributor, its officers, directors,

partners, owners, members, shareholders, employees, attorneys and agents, from all third-party claims,

loss, liability, damages or expenses, including, reasonable outside attorneys’ fees and costs of suit, but not

including lost profits, due to any breach or failure of any of Licensor’s representations or warranties.

Licensor will honor this indemnity despite any assignment of this Agreement. If Licensor is acting as an

agent, these indemnities are also made directly by Licensor’s principal to Distributor, but Distributor will

look only to Licensor’s principal to honor them.

20.2.

By Distributor: Distributor will indemnify and hold harmless Licensor, its officers, directors,

partners, owners, members, shareholders, employees, attorneys and agents, from all third-party claims,

loss, liability, damages or expenses, including reasonable outside attorneys’ fees and costs of suit, but not

including lost profits, due to any breach or failure of any of Distributor’s representations or warranties.

Distributor will honor this indemnity despite any assignment, transfer, sublicense or appointment of an

agent.

21.

ASSIGNMENT AND SUBLICENSING

21.1.

Distributor’s Limitations: Distributor may not assign this Agreement or delegate its duties

in whole or in part, whether voluntarily or involuntarily, without prior Notice of Licensor’s approval and

any attempt to do without such prior Notice will be void. A transfer of a controlling interest in Distributor’s

capital stock or other evidence of ownership will be deemed an assignment requiring Licensor’s approval.

As a condition to giving approval, Licensor may require the assignee or delegate to give Licensor a Notice

assuming the obligations under this Agreement. Distributor may use a customary sublicensee or agent in

the Territory to exploit any Licensed Rights provided that so doing does not diminish Licensor’s share of

Gross Receipts or increase Recoupable Costs and such sublicensee or agent gives Licensor a Notice

agreeing to abide by all the terms and conditions of this Agreement. This Agreement will be binding on

any authorized assignee, transferee, sublicensee, or agent but will not release Distributor from its

obligations under this Agreement.

21.2.

Licensor’s Rights: Licensor may freely assign or transfer this Agreement or any of its rights

under this Agreement, but no such assignment or transfer will relieve Licensor of its obligations under

this Agreement, unless it is to a company which acquires all or substantially all of Licensor’s assets and

fully assumes all of Licensor’s obligations under this Agreement.

21.3.

Licensor’s Assignment For Financing Purposes: If Licensor grants a security interest in, or

assigns its right to receive any payment under this Agreement, to a lender, completion guarantor, or other

Person in connection with any loan or financing for the Picture, then Distributor will promptly on request

negotiate in good faith and execute a customary and mutually agreed Notice of Assignment that does not

diminish the rights set forth in this Agreement. Distributor agrees to abide by consistent instructions

contained in a Notice from Licensor and such Person in making any payments otherwise due Licensor

directly to such Person. Distributor agrees not to assert any offset rights to delay, diminish, or excuse the

payment of any sums assigned to such Person. Instead, Distributor will treat such offsets or other rights

as a separate and unrelated matter solely between Licensor and Distributor.

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22.

NOTICE PROVISIONS

22.1.

Notice: A Notice means any communication required or allowed under this Agreement. All

Notices must be in a record authenticated by the sender, but a text message or instant message will not

qualify as a Notice. Notice sent by personal delivery or mail will be effective when received or if there is

proof of refused delivery by the recipient. Notice sent by fax or e-mail will be effective when the sender

receives an acknowledgement showing receipt by the recipient. A Notice of Termination or Material

Breach sent by fax or e-mail must be accompanied by Notice sent by non-electronic means to be effective.

22.2.

Place to Send Notice: All Notices must be sent to a Party at its address on the Cover Page,

except a Party may change its place for notice by Notice duly given. If a Party is no longer located at its

place for Notice, the sender may give Notice by sending Notice to the receiving Party’s last known address

and providing a copy to a public official, if any, in the jurisdiction where such address is located designated

to receive notice for absent parties, such as a Secretary of State, Company Commissioner, or other

appropriate authority.

22.3.

Notice Time Periods: All time periods in this Agreement based on Notice run from the date

the recipient receives, or is deemed to have received, such Notice.

23.

MISCELLANEOUS PROVISIONS

23.1.

Approvals: Where either Party may exercise any approval, it will do so promptly and in good

faith, but in so doing, a Party need not place the other Party’s interests ahead of its own.

23.2.

No Waiver: No waiver of any breach will waive any other breach. No waiver is effective

unless it is contained in a Notice by the Party making the waiver. The exercise of any right or remedy

will not waive any other right or remedy.

23.3.

Remedies Cumulative: All remedies are cumulative; resorting to one remedy will not

preclude resorting to any other remedy at any time.

23.4.

Entire Agreement: This Agreement contains the entire understanding of the Parties regarding

its subject matter. It supersedes all previous written or oral negotiations, deal memos, understandings or

representations between the Parties, if any. Each Party expressly waives any right to rely on such

negotiations, understandings or representations, if any.

23.5.

Modification: No modification of this Agreement is effective unless contained in a record

authenticated by both Parties.

23.6.

Severability: If any provision of this Agreement is determined to be invalid or illegal under

any applicable Law the remaining provisions of this Agreement will remain in effect unless the invalid or

illegal provision was a material part of the consideration for a Party to enter into this Agreement. In such

case, upon request both Parties will negotiate in good faith in an attempt to modify this Agreement to

comply with the applicable Law and to maintain the original intent of the Parties as closely as possible,

failing which either Party may seek to rescind this Agreement for a material failure of consideration to the

extent allowed by applicable Law.

23.7.

Counterparts: This Agreement may be executed in Counterparts, each of which will be an

original but all of which together will form one instrument.

23.8.

Terminology: In this Agreement “and” means all possibilities, “or” means any or all

possibilities in any combination, and “either...or” means only one possibility. “Including” means

“including without limitation”; “must” or “will” means a Party is obligated to act or refrain from acting;

“may” means a Party has the right but is not obligated to act or refrain from acting.

23.9.

Additional Documents: Upon reasonable request, each Party will execute and deliver such

additional documents or instruments as are necessary to evidence, effectuate or confirm this Agreement.

23.10.

E-Commerce: No record relating to this Agreement, including this Agreement itself or any

Notice, may be denied legal effect, validity, or enforceability solely because an electronic signature or

electronic record was used in its formation or transmission.