INTRACOMPANY SPACE AND SERVICES AGREEMENT



INTRACOMPANY SPACE AND SERVICES AGREEMENT

This Agreement to provide space and services (the “Agreement”) is made and entered into this _______ day of March, 2013 (the “Effective Date”), by and among Sony Europe Limited (exact entity???) (“Provider”), AND Sony Pictures (exact entity???) (“User”).

PREMISES: The Premises shall consist of (currently not confirmed) square meters. The Premises is a part of Provider’s space which is located in the building commonly known as Wola Center, with an address of 58, Ogrodowa Street, 00-876 Warszawa, Poland (“Provider’s Space). The Premises shall also include nonexclusive access to common areas of Provider’s Space, including entryways, hallways, bathrooms, break areas, and conference rooms (subject to Provider’s scheduling constraints) located in or servicing Provider’s Space, to the extent Provider has such rights pursuant to its Lease (as defined herein). The Premises shall be measured with an add-on factor of four and four-fifths percent (4.80%) in accordance with the Lease between Provider and the Landlord of Wola Center.

TERM: The term of this Agreement shall commence on January 1, 2014 and shall continue until December 31, 2018 (“Expiration Date”). Notwithstanding the above, the Provider shall have the option to terminate the Master Lease with the Landlord at the end of the forty eighth (48th) month of the Term by providing the Landlord (???) months written notice along with a penalty payment equivalent to six (6) month’s rent as per the Master Lease. Should the Provider effect this termination, the Provider shall inform the User in writing of Providers intent to Terminate the Master Lease a minimum of sixty (60) days prior to the notification deadline between Provider and Landlord.

RENT/SERVICE FEE: User shall pay to Provider, without written notice, invoice, demand, deduction or offset, in advance on or before the first day of each and every calendar month of the Agreement Term, the amount of Euro ,. per month (Euro . per square meter) (“Rent Fee”) in Euros, either in the form of a check (drawn on a Bank located in ???) or via electronic transmitted funds. The User shall benefit from a Rent Free period of six (6) months by way of a monthly Rent Fee reduction of fifty percent (50%) for each of the first twelve (12) months of the Term. The Rent Free period shall also apply to the User’s car parking space cost.

The Rent Fee shall be adjusted once a year by the HICP index (Harmonized Index of Consumer Prices in the European Union commencing on January 1, 2015, in accordance with the Master Lease.

The Rent Fee shall be inclusive of the items and services described in Exhibit A, which is attached hereto and made a part hereof. Such items and services include Base Rent, Real Estate taxes or Sales Taxes also known as Value Added Tax, Building Service Charges, basic IT and Telephone services and support, office furniture for the Premises and normal business hour utility charges.

Rent Fee shall be exclusive of any additional services or support offered by Provider and requested or consumed by User (“Additional Services”) during the Term of this Agreement. Any Additional Services that Provider shall offer to User and User may request from Provider are more specifically described, priced and/or shown in Exhibit B, which is attached hereto and made a part hereof (“Additional Services Schedule”). All other services, desired or requested by User that are beyond those noted in Provider’s Additional Services Schedule shall be procured by User at its sole cost and expense.

Provider will charge for and invoice separately for all Additional Services based on User’s actual usage requests from the previous month, and User must pay Provider within thirty (30) days of receipt of invoice thereof. If this Agreement is terminated, any payment due to Provider by User shall be paid as set forth herein within thirty (30) days of the date of Provider’s final invoice.

Notwithstanding the foregoing, Provider and User hereby acknowledge and agree that Provider is not obligated to render and User is not entitled to receive the following services:

1. Desktop support of any non-English applications (Include???)

2. Additional space

3. Finance support

INSURANCE. User shall provide Insurance in accordance with Exhibit C. (Need to determine exact insurance provision for Wola Center ISSA)

USE. User agrees that it will occupy and use the Premises only for such use which is permissible under the Lease (as defined herein). User shall further promptly comply with all requirements of law, ordinances and other governmental rules and regulations and all rules, order and requirements of the appropriate fire insurance rating organization and of any other similar body and of any of the insurance carriers insuring the Premises, whether ordinary or extraordinary, foreseen or unforeseen, now or hereafter enacted.

RELOCATION. Provider may from time to time relocate User to alternate offices located within the Provider’s Space upon reasonable prior notice to User of not less than thirty (30) days and provided the alternate location is comparable in general layout and size to the Premises.

SUBORDINATION. This Agreement is subject and subordinate to all of the terms and conditions of the Lease Agreement, dated March ______, 2013 between Provider and Grupa LC Corp Warszawa Przyokopowa Sp. Z o. o. as Landlord (“Standard Office Lease”). User shall assume and perform each and every obligation of Provider as tenant under said Lease, to the extent said terms and conditions are applicable to the Premises. User shall not commit or permit to be committed in the Premises any act or omission which shall violate any term or condition of the Lease. User assumes and shall keep, observe and perform every term, covenant and condition pertaining to the Premises which is required to be kept, observed or performed by Provider pursuant to the Lease and shall not do or permit to be done any act or thing which may constitute a breach or violation of any term, covenant or condition of the Lease.

ALTERATIONS. User shall have no right to make any alterations or improvements to the Premises without obtaining, in each instance, Provider’s prior written consent, with the exception for those alterations which do not exceed Euros fifty thousand (Euro 50,000) and which only impact space used solely by the User.

SURRENDER. At the termination or expiration of this Agreement, User shall repair the damage and place the Premises in the same condition existing at the commencement of this Agreement.

NONLIABILITY. Provider shall not be liable for any loss or damage to any merchandise, fixtures, equipment or personal property of User, or any other party in or about the Premises or Provider’s space.

NOTICES: All communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered personally with receipt acknowledged, (ii) sent by registered or certified mail, return receipt requested, or (iii) sent by overnight courier for next business day delivery, addressed to the parties at the following addresses or to such other addresses as any party shall hereafter specify by communication to the other parties in the manner provided herein:

Provider: Sony Europe Limited

Attn:

Telephone:

Telecopy:

User: Sony Pictures

Attn:

Telephone:

With a copy of any notice to either User or Provider to:

Sony Corporation of America

550 Madison Avenue, 16th Floor

New York, NY 10022

Attn: Real Estate Department

Telephone: 212-833-6800

MISCELLANEOUS. This Agreement shall be construed under the laws of the Country in which the Premises are located.

This Agreement represents the entire understanding and agreement of the parties, and except as provided herein, there are no other agreements or understandings either oral or written.

There shall be no modifications, amendments, deletions, or other changes to this Agreement except as provided by a written document which has been authorized and duly executed by the parties.

Where consent is necessary, consent shall be not be unreasonably withheld and shall be provided within a reasonable time period.

(“PROVIDER”) (“USER”)

By: By:

Name: Name:

Title: Title:

Intracompany Space-Services Agreement

EXHIBIT A

Charges Included in the Square Foot Calculation or Rent Fee(DISCUSS HOW TO ADDRESS?)

• Base Rent

• Property Taxes including Value Added Tax (“VAT”)

• Basic Utility (electric, gas, water)

• Receptionist

• Security

• Access cards

• Multifunctional devices on each floor that is capable of faxing, scanning, copying

• Toner cartridges for the above devices

• Paper for the above devices

• Mailroom labor

• Pantry (coffee, tea, soda, filtered water, popcorn)

• Access to conference room (scheduled through receptionist)

• Use of lunch room and training room

• Telephone charges

EXHIBIT B

Additional Services Provided at Additional Cost: (DISCUSS HOW TO ADDRESS?)

• After hours electricity specific to User

• Additional multifunctional devices (including toner and paper)

• IT purchases

• Desktop support @ Euro ?? /month per unit (incl filer storage of 10GB/unit)

• Storage over 10GB/unit is Euro /GB/month

• Additional furniture

• Reconfiguration of space

• Non-routine maintenance

• Plants

• Office supplies

• Parking validations for guests

• Parking spaces (reserved Euro /space, non-reserved Euro /space, subject to change by parking operator)

• Parking card deposit (Euro /each)

• Domain name

• Polycom

• FAX machine

• Insurance

EXHIBIT C

Insurance Requirements: (DISCUSS HOW TO ADDRESS?)

Throughout the term of this Agreement, User shall maintain the following coverages with carriers having a Best's rating of A-VII or above:

i. Where applicable Workers’ Compensation, minimum statutory limits, and Employer's Liability with limits of $1,000,000 (USD)/ accident, $1,000,000 (USD)/ disease each employee, $1,000,000 (USD)/ disease aggregate. If the country has a social security system for workers’ compensation injuries, then a workers’ compensation insurance policy isn’t necessary. Employer’s Liability where compulsory;

ii. General (Public) Liability on a primary basis, including blanket contractual and products liability, with minimum limits of $2,000,000 per occurrence, $4,000,000 aggregate $1,000,000 (USD) per occurrence and $2,000,000 (USD) in the aggregate

iii. Commercial Automobile (Motor) Liability Insurance with witht he country’s compulsory limits of liability not less than $1,000,000 for bodily injury and property damage (the Commercial Automobile Liability coverage must include coverage for all owned, leased, non-owned and hired automobiles);

iv. Umbrella Liability with a limit of liability of not less than $10,000,000 each occurrence and in the aggregate, combined single limit for bodily injury and property damage (the Umbrella Liability Policy must be in excess of the General Liability, Commercial Automobile Liability, and Employer's Liability coverages and follow form from them); and

v. "All Risk" property insurance in an amount adequate to cover the full replacement cost of all equipment, installations, fixtures and contents of the Premises in the event of loss and any such policy shall contain a provision requiring the insurance carriers to waive their rights of subrogation against Provider and Landlord.

Simultaneously with the execution hereof, User will furnish Provider an insurance certificate evidencing that it maintains the coverages required by this Section.  Sony Corporation of America and Landlord will be identified as additional insureds for each policy with the exception of Workers Compensation required by this Section. (This requirement shall be waived for insurance coverage provided by any consolidated insurance policy wherein SNEI and SCA are both named insureds).

User will endeavor to provide Provider thirty (30) days’ prior written notice in the event the insurance is cancelled.

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