LAW DEPARTMENT MEMORANDUM



REQUEST FOR SITE LICENSE AGREEMENT

Caesars Entertainment Resorts in Las Vegas

Please fill out all the information requested on page 1 and 2 using this e-format to expand the fields to accommodate your complete descriptions. The insurance detail and listing of our resort business names are provided for your convenience.

|Legal Name of Production Company (if a corporation, please include the | COLUMBIA PICTURES INDUSTRIES, Inc. |

|state where the corporation is registered). |10202 West Washington Blvd |

|Street Address |Culver City, CA 90232 |

| |310-244-8295  o |

|EXAMPLE | |

|ACME Entertainment, Inc. (a Calif. Corporation) | |

|d/b/a ACME Productions |Marty Ewing - 760-419-2929 |

|Street Address |keatsandme@ |

|City, State, Postal Code | |

| | |

|ESSENTIAL: |To review: |

|Name of Person who will Sign the agreement: | |

|Contact Info – including e-mail address |Lorin  Fairchild |

| |Vice President, Legal Affairs |

|If someone should Review the agreement , please note the name of the |310-244-4574 o |

|Reviewer, plus Contact Info – including e-mail address. |310-244-1357 o |

| |lorin_fairchild@spe., |

|Contact Person: Name, Title | |

|Phone, Fax, e-mail | |

|Working Title of Production or Program: | Mall Cop: Blart 2 |

|Description of the Program Distribution: (TV network, film distribution | |

|company, webcast url) | |

| | |

|Program Target Demographic: Age, Average Income | |

|Description of Subject matter of Program: A television commercial and | Major Motion Picture |

|marketing campaign for | |

|XYZ product. A major motion picture for Paramount Pictures. An episode of| |

|[PROGRAM TITLE] for [TV NETWORK]. (Include reference to non-U.S. | |

|country, when appropriate.) | |

|Location(s) of Shoot: (Please list each requested shooting location with | Pedestrian bridge from Caesars to The Cromwell. |

|the associated resort name. Example: Front exterior, Paris Las Vegas, | |

|Caesars Palace Hotel Registration Lobby, rooftop terrace Voodoo Lounge, Rio|Parking/staging requested at the Caesars limo lot |

|All-Suite Hotel & Casino.) | |

|Start and End Date(s) of Requested access to Property: [START DATE] – | Tuesday, June 24, 2014 only |

|{LOAD-OUT DATE] | |

|Entitled to Use Intellectual Property? | Could potentially see Caesars, Paris. Bally’s, Flamingo and the |

| |Cromwell |

|Deal Points: beauty shots/verbal mentions | Unable to commit |

|Property Name and Property Contact Name: | |

|Describe the full extent of rights requested: (Examples: commercial | |

|advertising on broadcast and cable television in the United States. | |

|Distribution in non-U.S. nations {LIST THESE.] | |

|digital downloads, plus associated promotion, marketing and publicity.) | |

|Air Date or Distribution Date: |2015 |

|Rooms/F&B Arrangements: | N/A |

|License Fee Payable to Property: | N/A |

|Request to use resort b-roll footage: (Please name the resort(s), describe| N/A |

|areas of interest and specify the requested format.) | |

|Additional Information (e.g.. technical or other support property will | Pedestrian bridge from Caesars to The Cromwell. |

|provide; product placement property will receive in the production – number|Parking/staging requested at the Caesars limo lot |

|of resort beauty shots, number of verbal mentions), production vehicle | |

|parking) | |

|VIDEO – will provide to Caesars Entertainment a DVD copy of program(s) no | N/A |

|later than 14 days after the program is publicly displayed for the first | |

|time | |

| | |

# # #

FOR YOUR EASY REFERENCE, THE FOLLOWING TWO SECTIONS PROVIDE THE INSURANCE DETAIL, BUSINESS NAMES AND STREET ADDRESSES YOUR INSURER WILL NEED TO PREPARE A CERTFCIATE OF INSURANCE NAMING EACH REQUESTED RESORT BUSINESS AS “ADDITIONAL INSURED” FOR GENERAL LIABILITY AND AUTO INSURANCE. PLEASE PROVIDE PROOF OF WORKERS COMPENSATION AND ERRORS AND OMMISSIONS INSURANCE.

Insurance Requirements

Licensee will maintain at all times during the term of the agreement, insurance for claims which may arise from, or in connection with, services performed / products furnished by Licensee, their agents, representatives, employees or subcontractors with coverage at least as broad and with limits of liability not less than those stated below.

I. Workers compensation and employers liability insurance

➢ Statutory workers compensation coverage

➢ Employers liability insurance:

$1,000,000 each accident

$1,000,000 disease, each employee

$1,000,000 disease, policy limit

II. Commercial General liability insurance

➢ Limits: $2,000,000 per occurrence

$4,000,000 aggregate

➢ Limits may be met through a combination of primary and excess policies

➢ Products / Completed Operations

➢ Blanket contractual liability

➢ Personal and advertising injury

III. Automobile insurance

➢ Limits: $1,000,000 combined single limit each accident

➢ $1,000,000 uninsured and underinsured motorist coverage

➢ Covers all owned, hired and non-owned and any autos

IV. Media Professional Liability / Errors & Omissions insurance

➢ Limits: $3,000,000 per occurrence and in the annual aggregate

➢ Coverage for damages and claims expense arising from the Acts, Errors, or Omissions of the Insured, and their employees and independent contractors, related to all products and services of the Insured including, but not limited to, the gathering, development, production, use or dissemination of program, advertising material or other matter including, but not limited to, electronic documents and content posted on the internet

➢ Coverage for Intellectual Property Infringement including, but not limited to, claims arising out of the actual or ALLEGED infringement of copyright, trademark, trade name, trade dress, service mark, or service name

➢ Includes Personal Injury coverage for injury other than bodily injury, including, but not limited to, mental or emotional distress or humiliation, invasion of privacy, misappropriation of name/likeness, false light, and public disclosure of private facts

➢ Coverage must be kept in force for at least two (2) years after termination of this agreement or an extended reporting period option of at least two (2) years must be purchased

Evidence of Insurance:

* Before the effective date of this Agreement, immediately upon the renewal or replacement of any policy required above, and upon request, Licensee shall provide Licensor and Caesars Entertainment Operating Company, Inc. (“Caesars”) with a Certificate of Insurance in accordance with the foregoing and referencing the services/products to be provided. Such certificate of insurance is to be delivered to Licensor and also in electronic format to

General Terms:

* All policies of insurance shall 1) provide for not less than thirty (30) days prior written notice of cancellation to Licensor and Caesars should any of the required policies be cancelled before the expiration date thereof, notice will be delivered in accordance with policy provisions, 2) have a minimum A.M. Best rating of A VIII, 3) be primary to and without right of contribution from any insurance or self-insurance program of Licensor or Caesars, and 4) provide for a waiver of subrogation in favor of Licensor and Caesars.

* Licensee further agrees that any subcontractors or sub-vendors engaged by Licensee will carry like and similar insurance with the same additional insured requirements.

Additional Insureds. Insurance required to be maintained by Licensee pursuant to this Section (excluding workers compensation and media professional liability / errors & omissions insurance) shall name Licensor and Caesars Entertainment Operating Company, Inc., including their parent, affiliated or subsidiary corporations, and their respective agents, officers, members, directors, employees, successors and assigns, as additional insureds. The coverage for an Additional Insured shall apply on a primary basis and shall be to the full limits of liability purchased by Licensee even if those limits of liability are in excess of those required by this contract.

Failure to Maintain Insurance. Failure to maintain the insurance required in this section will constitute a material breach and may result in termination of this Agreement at Licensor’s option.

Representation of Insurance. By requiring the insurance as set out in this section, Licensor does not represent that coverage and limits will necessarily be adequate to protect Licensee, and such coverage and limits shall not be deemed as a limitation on Licensee’s liability under the indemnities provided to Licensor in this Agreement, or any other provision of the Agreement.

FOR YOUR EASY REFERENCE, FOLLOWING ARE THE BUSINESS NAMES AND ADDRESSES OF OUR RESORTS IN LAS VEGAS.

| | |

|Parball Corporation |Caesars Entertainment Golf, Inc. |

|d/b/a Bally's Las Vegas |d/b/a Cascata Golf Course |

|3645 Las Vegas Blvd. South, Las Vegas, NV 89109 |One Cascata Drive, Boulder City, Nevada 89005 |

|Desert Palace, Inc. |HLV CMBS Manager, LLC on behalf of Harrah's Las Vegas, LLC |

|d/b/a Caesars Palace |d/b/a Harrah's Casino Hotel, Las Vegas |

|3570 Las Vegas Blvd. South, Las Vegas, NV 89109 |3475 Las Vegas Blvd. South Las Vegas, NV 89109 |

|Flamingo CMBS Manager, LLC on behalf of Flamingo Las Vegas Operating |3535 LV Corp. d/b/a The Quad Resort & Casino |

|Company, LLC |3535 Las Vegas Blvd. South, Las Vegas, NV 89109 |

|d/b/a Flamingo Las Vegas | |

|3555 Las Vegas Blvd. South, Las Vegas, NV 89109 | |

|Laughlin CMBS Manager, LLC on behalf of Harrah's Laughlin, LLC d/b/a |Caesars Linq, LLC |

|Harrah's Laughlin |One Caesars Palace Drive, Las Vegas, NV 89109 |

|2900 South Casino Drive Laughlin, NV 89029 | |

|Paris CMBS Manager, LLC on behalf of Paris Las Vegas Operating |PHW Manager, LLC on behalf of PHW Las Vegas, LLC |

|Company, LLC d/b/a Paris Las Vegas |d/b/a Planet Hollywood Resort and Casino |

|3655 Las Vegas Blvd. South, Las Vegas, NV 89109 |3667 Las Vegas Blvd South, Las Vegas, NV 89109 |

|Rio CMBS Manager, LLC on behalf of Rio Properties, LLC d/b/a Rio |Rio Development Company, Inc. |

|All-Suite Hotel & Casino |d/b/a Rio Secco Golf Course |

|3700 W. Flamingo Rd., Las Vegas, NV 89103 |2851 Grand Hills Drive, Henderson, NV 89109 |

|Corner Investment Company, LLC | |

|3595 Las Vegas Blvd. South, Las Vegas, NV 89109 | |

| | |

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