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DIGITAL HOME ENTERTAINMENT LICENSE AGREEMENT

THIS DIGITAL HOME ENTERTAINMENT LICENSE AGREEMENT (THIS “AGREEMENT”), MADE AS OF _______, 2013 (THE “EFFECTIVE DATE”), BY AND BETWEEN CULVER DIGITAL DISTRIBUTION INC., WITH OFFICES AT 10202 WEST WASHINGTON BLVD., CULVER CITY, CALIFORNIA, USA, 90232-3195 (“STUDIO”), AND COMCAST CABLE COMMUNICATIONS, LLC, WITH OFFICES AT ONE COMCAST CENTER, PHILADELPHIA, PENNSYLVANIA, USA, 19103 (“COMCAST”), SETS FORTH THE TERMS AND CONDITIONS FOR THE SALE AND DISTRIBUTION ON A DHE BASIS OF CERTAIN OF STUDIO’S VIDEO CONTENT. IN CONSIDERATION OF THE MUTUAL COVENANTS HEREINAFTER SET FORTH, STUDIO AND COMCAST AGREE AS FOLLOWS:

Definitions.

2 “Account” shall mean a single Non-UV Customer’s Licensed Service account (and, without limitation, a household account with multiple users and/or multiple Approved Devices may constitute a single Non-UV Customer’s account) with verified credentials, which shall (a) consist of at least a user identification and password of sufficient length to provide reasonable protection against brute force attacks, (b) include reasonable measures to prevent unwanted sharing of such credentials (i.e., allowing access to active credit card or other financially sensitive information), and (c) be transmitted securely to reasonably ensure such Non-UV Customer’s privacy and protection against attacks.

3 “Approved Devices” means Non-UV Approved Devices and UV Approved Devices, as applicable. affiliate of Comcast” shall mean any entity that is not a Comcast Entity but that owns, directly or indirectly, any interest in any System.

4 “Approved Devices” shall mean each Approved IP Device” means any and Approved Set-Top Box, Connected TV, Connected Blu-ray Player, Personal Computer, Mobile Phone or Tablet that (i) satisfies the Non-UV Content Protection Requirements and (ii) enforces the Non-UV Usage Rules. collectively.

5 “Approved Operating System” means: (a) any one of Windows XP, Windows 7, Windows 8, Windows Phone, Mac OS, iOS, Android (where the implementation is marketed as “Android” and is compliant with the Android Compliance and Test Suites (CTS) and Compatibility Definition Document (CDD)), Symbian, RIM QNX; (b) versions of Linux controlled by the manufacturer of the device on which the version of Linux runs; (c) any other operating system agreed in writing with Studio; and (d) any successor to any of the foregoing.IP Device” shall mean (A) an IP-enabled device that (i) satisfies the content protection requirements set forth in Exhibit C attached hereto; and (ii) enforces the usage rules set forth in Exhibit D attached hereto or (B) a Portable Device that (i) satisfies the content protection requirements set forth in Exhibit C attached hereto; and (ii) enforces the usage rules set forth in Exhibit D attached hereto. For purposes of clarification and not of limitation, a set-top box that meets the above criteria may be an “Approved IP Device.”

6 “Approved Set-Top Box” means an addressable set-top box (including, without limitation, an equivalent built-in component (e.g., a built-in component that provides access directly to a digital television by means of a conditional access card or similar technology), but not a portable device or a mobile/cellular phone) authorized by a System.

7 1.6. “Approved Stream Protection Methods” has the meaning set forth in the LASP Agreement.

8 1.7. “Approved Transmission Means” shall mean (i) the encrypted delivery of audio-visual content by means of any closed system(s) via wireline (including without limitation, copper wire, fiber optic cable and/or closed system IP/DSL network infrastructure (including ADSL/ADSL 2+/FTTH technologies)) located solely within the Territory; and (ii) the encrypted delivery of audio-visual content via Streaming or Electronic Downloading over the global public network of interconnected networks that transmit data via Internet Protocol, whether transmitted over wireline, wireless or other means.

9 1.8. “Authentication Code” means the unique authentication code included with each UV-Enabled SKU which is redeemable for and allows access to the UV-enabled digital version of the Included Program represented on such UV-Enabled SKU.

10 1.9. “Authorized Version(s)” shall mean the 2Da version(s) of an Included Program made available by Studio to Comcast hereunder.

11 1.10. “Availability Date” shall mean the date on which an Included Program asset shall first be made available to Comcast for distribution on a DHE basis as determined by Studio, subject to the terms and conditions of this Agreement.

12 1.11. “CDD Physical Title” shall mean a DVD or a Blu-ray disc SKU released by Studio (or its affiliate) in the Territory.

13 1.12. “CFF Availability Date” has the meaning set forth for such term in the Phased Retailer Addendum.

14 “Comcast Group” shall mean, collectively, Comcast, each Comcast Entity, and any affiliate of Comcast.

15 “Comcast Services” shall mean, collectively, the websites, applications and/or other services that (i) deliver video content to end users, and (ii) are branded by Comcast (e.g., Xfinity).

16 1.13. “Comcast UV Agreements” shall mean, in each case as applied to Comcast by DECE, the DSP Agreement, Retail Service Provider Agreement, the Phased Retailer Addendum, the UltraViolet Locker Access Streaming Provider Agreement (the “LASP Agreement”) and any Other Ultraviolet License Agreement (as defined in the DSP Agreement) to which Comcast is a party from time to time (as applied by DECE to Comcast).

17 1.14. “Connected Blu-ray Player” shall mean a device capable of playing Blu-ray discs which is also capable of receiving protected audiovisual content via a built-in IP connection, and transmitting such content to a television or other display device.

18 “Connected TV” shall mean a television capable of receiving and displaying protected audiovisual content via a built-in IP connection.“Continued Access Period” shall mean separately with respect to each Customer Transaction, the period commencing on the date such Customer Transaction is executed and ending no later than the earlier of: (a) the ten (10)-year anniversary of the expiration of the Term; or (b) in the event Studio terminates this Agreement for an Event of Default in accordance with Section 29.1 below due to or in connection with an uncured breach by or on behalf of Comcast of Section 9, the effective date of such termination.

19 1.16. “Content Protection Requirements” shall mean the UV Content Protection Requirements and the Non-UV Content Protection Requirements, as applicable.

20 1.17. “Continued Access Period” shall mean the Non-UV Continued Access Period or the UV Continued Access Period, as the case may be.

21 1.18. “Current Series” shall have the meaning set forth for such term in Schedule A hereto.

22 1.19. “Current Series Prior Season” shall have the meaning set forth for such term in Schedule A hereto.

23 1.20. “Customer Transaction” means a Non-UV Customer Transaction and/or a UV Customer Transaction, as applicable.

24 1.21. “Customer” means a UV Customer and/or a Non-UV Customer, as applicable.

25 1.22. “DECE” shall mean Digital Entertainment Content Ecosystem LLC, a Delaware limited liability company, or any successor entity.

26 1.23. “DHE” shall mean the point-to-point electronic delivery of a single, audio-visual program from a remote source to a customer in response to such customer’s request, for which the customer pays a per-transaction fee (which fee is unaffected in any way by the purchase of other programs, products or services unless otherwise permitted hereunder, but not referring to any fee in the nature of an equipment rental or purchase fee) pursuant to a Customer Transaction whereby such customer is licensed to retain such program for personal viewing and playback for an indefinite time period. DHE may not be advertising supported and shall not include, without limitation, pay-per-view, video-on-demand rentals, manufacture-on-demand, physical home video sales or rentals (including without limitation standard DVD (digital versatile disk), successors and/or derivatives of the current standard DVD format, audio-only DVDs (e.g., DVD Audio, SACD, and Mini DVD), high definition DVDs (e.g., “Blu-Ray”), limited-play DVDs (e.g., Flexplay), ecopies, and UMD/PSP), in-store digital download, premium pay television, basic television, free broadcast television or Non-Theatrical exhibition.

27 1.24. “Digital Locker Functionality” shall mean the functionality that allows a Non-UV Customer’s Non-UV Included Programs to be managed by a “digital locker,” which enables such Non-UV Customer to access and obtain on demand at such Non-UV Customer’s discretion a Stream or an Electronic Download of an Included Program previously acquired pursuant to a valid Non-UV Customer Transaction from a “digital locker” to an Approved Device, for a period of time commencing with the Customer Transaction applicable to such Included Program and ending at the conclusion of the Continued Access Period.

28 1.25. “Download Fulfillment” has the meaning set forth in the Retail Service Provider Agreement.

29 1.26. “DSP Agreement” means that certain Download Service Provider Agreement, dated as of September 15, 2011, by and between DECE and Comcast Corporation, as such agreement may be modified or amended from time to time.

30 1.27. “Early DHE” means the release of an Included Program on a DHE basis in the Territory at least two (2) weeks prior to its release on physical media (e.g., DVD or Blu-ray) in the Territory.

31 1.28. “Electronic Sell-Through” and “DHE” shall mean the distribution of content in a manner where an end user may, subject to the terms of an end user license agreement for such content, and further subject to such end user’s provision of consideration for such license, download and/or stream content for one-time and/or repeat viewing during an extended period of time (and not a specific and limited rental viewing period).

32 “Electronic Downloading” means the transmission of a digital file containing audio-visual content from a remote source, which file may be stored and the content thereon viewed on a “progressive download” basis and/or at a time subsequent to the time of its transmission to the viewer. “Electronic Downloading” and “Electronically Download” have correlative meanings.

33 1.29. “Eligible CDD Physical Title” shall mean each Feature Film embedded on a CDD Physical Title that is also an Included Program; provided, however, that any motion picture that, at the time of the exercise of the Disc-to-Digital Rights, already resides in a UV Customer’s Comcast digital locker shall not be considered an Eligible CDD Physical Title with respect to such UV Customer.

34 1.30. “Episode” shall have the meaning set forth for such term in Exhibit A hereto.

35 1.31. “Feature Film” means a New Release or Library Picture.

36 1.32. “Fulfillment” means, as applicable, Download Fulfillment and Streaming Fulfillment.

37 1.33. “High Definition” means any resolution that is 720p or higher, but in no event higher than 1080p.

38 1.34. “Included Program” shall mean UV Included Programs and Non-UV Included Programs, as applicable.

39 1.35. “Internet Protocol” or “IP” shall mean the protocol by which data is sent via a network using TCP/IP or other packet-switched technology(ies).

40 1.36. “IPTV” shall mean the closed system copper wire and/or fiber optic cable and/or closed system IP network and/or IP/DSL network infrastructure (including ADSL/ADSL 2+ technologies) located solely within the Territory in each case wholly owned and operated by Comcast as the case may be; provided for the avoidance of doubt that such system shall exclude distribution by means of the so-called "open" Internet, World Wide Web, Internet-Protocol delivered, PC-enabled, wireless or any other similar or analogous system, except that Comcast may use Internet Protocol for transport purposes within the closed system copper wire and/or fiber optic cable provided that this system shall not be directly receivable or accessible by any unauthorized third party.

41 “IPTV” shall mean IP-based distribution of a system-based multichannel video programming service to the extent delivered only via a multichannel video programming distributor’s system(s) (including managed service flows) (e.g., U-Verse).

42 1.37. “LVR” for each Included Program means the earliest date on which such Included Program is first made available in the Territory to the general public for rental in the DVD or Blu-Ray format.

43 1.38. “Library Picture” shall have the meaning set forth for such term in Exhibit A hereto.

44 1.39. “Library Series” shall have the meaning set forth for such term in Exhibit A hereto.

45 1.40. “Licensed Client” has the meaning set forth in the Retail Service Provider Agreement.

46 1.41. “Licensed Services” shall mean, collectively, the websites located at the URL: _______________ and/or Playback Applications owned and managed by Comcast that (i) deliver video content to end users [wherein an end user’s receipt of such content is dependent upon such subscriber receiving such content via a System]; and (ii) are branded by Comcast (e.g., Xfinity). ” shall mean and be comprised only of the DHE program service that satisfies all of the following criteria: (a) is owned, operated and/or controlled by Comcast (and/or by an affiliate of Comcast or vendors on behalf of Comcast); (b) is known and primarily-branded (or co-branded) with a Comcast brand (e.g., “Xfinity,” “Comcast”) and (c) is available to Customers solely via the System-Based Service and one or more of the Comcast Services.

47 1.42. “Major Studios” means Lions Gate Entertainment, Paramount Pictures, Twentieth Century Fox, Universal Studios, The Walt Disney Company and Warner Bros., and any of their respective, wholly owned subsidiaries licensing DHE in the Territory.

48 1.43. “MMDS” shall mean the means of delivering video programming by direct broadcast to single family or multi-tenant dwellings by use of microwave frequencies, including only those frequencies classified by the Federal Communications Commission or its successor (“FCC”) as Local Multipoint Distribution Service, Multichannel Multipoint Distribution Service, Multipoint Distribution Service, Instructional Television Fixed Service and Operational Fixed Service.

49 1.44. “Mobile Phone” shall mean an individually addressed and addressable IP-enabled mobile hardware device of a user, generally receiving transmission of a program over a transmission system designed for mobile devices such as GSM, UMTS, LTE and IEEE 802.11 (“Wifi”) and designed primarily for the making and receiving of voice telephony calls. Mobile Phone shall not include a personal computer or tablet.

50 1.45. “New Release” shall have the meaning set forth for such term in Schedule A hereto.

51 1.46. “Non-Theatrical” means the exhibition of an audio-visual program by a service provided by a non-theatrical venue or facility (excluding private domestic residences) initiated in such non-theatrical venue or facility, provided that such venue or facility is not primarily engaged in the business of exhibiting motion pictures to the public, including: educational institutions (including dormitories); industrial, corporate, retail and commercial establishments; government and civic/community organizations; libraries; museums; parks, beaches, and campgrounds; prisons; churches, convents and monasteries; hospitals, nursing homes and hospices; retirement homes; orphanages; aeroplanesairplanes, cruise ships, ships, river boats, ferries, buses/coaches, and trains; marine and military installations; community and/or social clubs; hotels, motels, inns and lodges; holiday camps; film societies; and cemeteries.

52 1.47. “Non-UV Approved Devices” means Approved IP Devices and Approved Set-Top Boxes, collectively.

53 1.48. “Non-UV Customer” means each unique user that is authorized by Comcast to receive, decrypt and play a copy of a Non-UV Included Program from the Licensed Service, pursuant to a Non-UV Customer Transaction, in accordance with the terms and conditions hereof.

54 1.49. “Non-UV Customer Transaction” means each instance whereby a Non-UV Customer has acquired a Non-UV Included Program on a DHE basis and is authorized to receive an exhibition of such Non-UV Included Program as part offrom the Licensed Service.

55 1.50. “Non-UV Content Protection Requirements” means the Content Protection Requirements and Obligations set forth in Schedule B of this Agreement.

56 1.51. “Non-UV Included Program” means each New Release, Library Picture and Episode licensed in accordance with Section 5made available by Studio to Comcast for distribution hereunderby Comcast on a DHE basis in compliance with the Non-UV Usage Rules and the Non-UV Content Protection Requirements.

57 1.52. “Non-UV Usage Rules” means the content usage rules applicable to Non-UV Included Programs available on the Licensed Service, which are set forth in Exhibit E heretowithout UV rights.

58 1.53. “OVS” shall mean any open video system consisting of a set of transmission paths and associated signal generation, reception and control equipment, whether now existing or developed in the future, that is designed to provide video programming to multiple subscribers within a service area and that is certified by the FCC pursuant to 47 C.F.R. §76.1502 (as it may be amended or replaced).

59 1.54. “Owner Partner” means _______________.

60 “Personal Computer” shall mean an IP-enabled desktop or laptop device with a hard drive, keyboard and monitor, designed for multiple office and other applications using a silicon chip/microprocessor architecture and shall not include any Portable Devices.

61 1.55. “Personal Use” shall mean the viewing of content by one or more persons on an Approved Device. Notwithstanding the foregoing, any viewing for which a premises access fee or other admission charge is imposed by a non-residential venue (other than any fee for accessing such non-residential venue for other general purposes), including such viewing that is on a monitor provided by such non-residential venue (or by a third party under any agreement or arrangement with such non-residential venue), shall not constitute a “Personal Use.”

62 1.56. “Personal Computer” shall mean an IP-enabled desktop or laptop device with a hard drive, keyboard and monitor, designed for multiple office and other applications using a silicon chip/microprocessor architecture and shall not include any Portable Devices. A Personal Computer must support one of the following operating systems: Windows XP, Windows 7, Mac OS, subsequent versions of any of these, and other operating system agreed in writing with Studio.;” provided, that Studio acknowledges that the distribution technology used by Comcast in connection with the Licensed Service is not capable of controlling or detecting whether a Customer’s viewing is “private” or whether a user charges an access fee and, accordingly, any such use (unknown to and unauthorized by Comcast) by a Customer shall not be deemed a breach by Comcast hereunder.

63 1.57. “Phased Retailer Addendum” means the Phased Retailer Addendum to the Retail Service Provider Agreement entered into between Comcast and DECE, dated as of _____, as such addendum may be modified or amended from time to time.

64 1.58. “Playback Application” means a Licensed Service-branded (and not co-branded) application that (i) via Approved Transmission Means, enables Subscribers to Stream and watch Included Programs, (ii) provides integrated playback of digital audio-visual content (i.e., without requiring the launch of a new browser window) or provides playback in a new browser window that is Licensed Service-branded (and not co-branded), (iii) can be uniquely identified by, and can be revoked by or on behalf of Licensee and (iv) meets the the Content Protection Requirements and Obligations set forth in Schedule B of this Agreement

65 “Portable Device” shall mean a hardware device that has portable digital video player capabilities with an operating system designed for portable devices approved by Studio, deemed to include: Microsoft Windows CE, Windows Mobile, Microsoft Pocket PC, Apple OS X, the Android operating system, the RIM operating system, and any successor to the foregoing or future versions thereof (unless such successor or future version is specifically disapproved by Studio for all other DHE distributors).

66 1.59. “Previously Purchased DHE Title” means each Included Program that a Customer acquired from Comcast on a DHE basis in a Non-UV Customer Transaction.

67 1.60. “Retail Service Provider Agreement” means that certain Retail Service Provider Agreement, dated as of September 7, 2011, by and between DECE and Comcast Corporation, as such agreement may be modified or amended from time to time.

68 1.61. “Rights Token” shall have the meaning given in the Retailer Agreement.

69 1.62. “SMATV” shall mean the means of delivering video programming by satellite to a master antenna that then uses coaxial, fiber-optic or other type of cable to subscribers, provided that no such cables cross public rights of way.

70 1.63. “Security Breach” shall mean a condition that results, or could reasonably be expected to result in, a bona fide risk of resulting in any of the following with respect to the Licensed Service: (i) the unauthorized availability of any Included Program or any other motion picture on any Approved Device, DRM approved herein or Approved Transmission Means; or; (ii) the availability of any Included Program on, or means to transfer any Included Program to devices that are not Approved Devices, or transcode to formats that are not DRMs approved herein and/or transmit and/or the transmission of any Included Program through delivery means that are not Approved Transmission Means; or (iii) a circumvention or failure of Comcast’the Licensee's secure distribution system, geofiltering technology, or physical facilities with respect to the Licensed Service on which an Included Program is carried; which in each condition described in the foregoing subclauses (i), (ii) and (iii) may, in the reasonable good faith judgment of Studio or physical facilities that results or may likely result in the unauthorized availability of any Included Program or results in the unauthorized availability of any other motion picture that originated in its compressed form from files obtained from the Licensed Service, which unauthorized availability may, in the sole good faith judgment of Licensor, result in material actual or a bona fide risk of material harm to Studio.

71 1.64. “Series” shall have the meaning set forth for such term in Schedule A hereto.threatened harm to Licensor of which Licensee is notified or aware.

72 1.65. “Standard Definition” means shall mean for NTSC, any resolution less than 1080720 lines of vertical resolution (and less than 1920 lines of horizontal resolution).

73 1.66. “Streaming” (including, with correlative meanings, “Stream” or “Streamed”) shall mean the transmission of a digital file containing audio-visual content from a remote source for viewing concurrently with its transmission, which file, except for temporary caching or buffering necessary to facilitate the viewing of such content on a concurrent basis with its transmission, may not be stored or retained for viewing at a later time (i.e., no leave-behind copy – no playable copy as a result of the stream that is accessible other than during viewing concurrent with its transmission– resides on the receiving device).

74 1.67. “Streaming Fulfillment” has the meaning set forth in the Retail Service Provider Agreement.

75 1.68. “Streaming Provider Agreement” means that certain Locker Access Streaming Provider Agreement, dated as of September 15, 2011, by and between DECE and Comcast Corporation, as amended.

76 1.69. “System” shall mean systems owned and/or operated by Comcast or Comcast Corporation, or any person or entity controlling, controlled by, or under common control with Comcast or Comcast Corporation (Comcast, Comcast Corporation and each such person or entity, a “Comcast Entity”) that distribute video content on a VOD and/or DHE basis.”

77 1.70. “Tablet” shall mean any individually addressed and addressable IP-enabled device with a built-in screen and a touch screen keyboard, for which user input is primarily via touch screen, that is designed to be highly portable, not designed primarily for making voice calls, and runs on one of the following operating systems: iOS, Android (where the implementation is marketed as “Android” and is compliant with the Android Compliance and Test Suites (CTS) and Compatibility Definition Document (CDD)), or RIM’s QNX Neutrino (each, a “Permitted Tablet OS”) “Tablet” shall not include personal computers, game consoles, set-top-boxes, portable media devices, PDAs, mobile phones or any device that runs an operating system other than a Permitted Tablet OS.

78 “System-Based Platform” shall mean any facilities-based cable (including, without limitation, IPTV, MMDS, MDS, SMATV or OVS television (or successor technology, whether now known or hereafter developed)) platform.

79 “System-Based Service” shall mean Comcast’s service for distributing audio-visual content in a manner where a subscriber’s receipt of such content is dependent upon such subscriber receiving such content via a System.

80 1.71. “Territorial Breach” shall mean a Security Breach that creates a likely material risk that any of the Included Programs will be delivered to persons outside the Territory, where such delivery outside the Territory may, in the sole good faith judgment of Studio, result in material actual or threatened harm to Studio of which Comcast is notified or aware.

81 1.72. “Ultraviolet Ecosystem” shall mean the DECE-managed service whereby encrypted digital content is transmitted on a streaming basis and/or delivered on a download basis to an end user and the corresponding rights to such digital content are authorized to be stored in such end user’s UV Rights Locker.

82 1.73. “Usage Rules” shall mean the Non-UV Usage Rules and the UV Usage Rules, as applicable.

83 1.74. “UV Account” shall have the meaning set forth for “Ultraviolet Account” in the Retail Service Provider Agreement.

84 1.75. “UV Approved Device” means: (a) with respect to Streaming Fulfillment, any individually addressed and addressable IP-enabled hardware device that runs on an Approved Operating System, can receive digital electronic media files via Streaming, complies with the LASP Agreement and the UV Content Protection Requirements and implements the UV Usage Rules; and (b) with respect to Download Fulfillment, (i) prior to the CFF Availability Date, any individually addressed and addressable IP-enabled hardware device that runs on an Approved Operating System, can receive digital electronic media files via Electronic Downloading, complies with the UV Content Protection Requirements and implements the UV Usage Rules, and (ii) on or after the CFF Availability Date, any device incorporating and utilizing a Licensed Client for the playback of UV Included Programs.

85 1.76. “UV Content Protection Requirements” means: (a) with respect to Streaming Fulfillment, (i) use of an Approved Stream Protection Method, (ii) compliance with all applicable content protection requirements under the LASP Agreement, and (iii) compliance with any requirements mutually agreed upon by the parties; provided, that in the event of a conflict between this Agreement and the LASP Agreement, the requirements in the LASP Agreement shall control; and (b) with respect to Download Fulfillment, (i) prior to the CFF Availability Date, means the Content Protection Requirements and Obligations set forth in Schedule B of this Agreement, and (ii) on or after the CFF Availability Date, means (1) use of an Approved DRM, (2) compliance with all applicable content protection requirements under the Retail Service Provider Agreement, and (3) compliance with any requirements mutually agreed upon by the parties; provided, that in the event of a conflict between this Agreement and the Retail Service Provider Agreement, the Retail Service Provider Agreement shall control.

86 1.77. “UV Continued Access Period” shall the meaning set forth for “Minimum Total Fulfillment Period” in the Retail Service Provider Agreement.

87 1.78. “UV Customer” means each unique user that has (a) a UV Account authorized by Comcast to receive, decrypt and play a copy of a UV Included Program from the Licensed Service, pursuant to a UV Customer Transaction, in accordance with the terms and conditions hereof and; (b) completed the UV Service Accounts Linking Process; and (c) whose UV Account is currently linked to his/her Account.

88 1.79. “UV Customer Transaction” means each instance whereby a UV Customer has acquired a UV Included Program on a DHE basis and is authorized to receive an exhibition of such UV Included Program as part of the Licensed Service.

89 1.80. “UV Digital Version Transaction Fee” means ______________________.

90 1.81. “UV Service Accounts Linking Process” means the linking of a UV Customer’s UV Account with his/her Account for the Licensed Service.

91 1.82. “UV Usage Rules” means the content usage rules applicable to UV Included Programs available on the Licensed Service, which are: (a) with respect to Streaming Fulfillment, the usage rules applicable to Streaming specified by DECE in the Comcast UV Agreements; and (b) with respect to Download Fulfillment, (i) prior to the CFF Availability Date, the Non-UV Usage Rules set forth in Exhibit E hereto and (ii) on or after the CFF Availability Date, the Non-UV Usage Rules set forth in Exhibit E hereto (excluding Section 5 therein) as well as the usage rules applicable to Electronic Downloading specified by DECE in the Comcast UV Agreements.

92 1.83. “UV Included Program” means each UV-enabled New Release, Library Picture and Episode licensed in accordance with Section 5made available by Studio to Comcast for distribution hereunderby Comcast on a DHE basis in compliance with DECE requirements, including without limitation, the UV Usage Rules and the UV Content Protection Requirementswith UV license rights.

93 1.84. “UV Integration” shall have the meaning set forth in the Retail Service Provider Agreement.

94 1.85. “UV Digital Version” shall mean a UV-enabled digital version of an item of audiovisual content.

95 1.86. “UV-Enabled SKU” shall mean a CDD Physical Title that is packaged with an Authentication Code.

96 1.87. “UV Integration” means collectively, with respect to Comcast, Comcast becoming a Retailer pursuant to the Comcast UV Agreements, causing the Licensed Service to become a Licensed Retail Service (as each such term is defined in the Retailer Agreement), and causing a general commercial launch of the Licensed Retail Service.

97 1.88. “UV Rights Locker” shall mean a DECE-managed cloud-based digital rights repository that contains data on UV digital content for which an end user has acquired UV Rightsrights (e.g., via a UV Customer Transaction).

98 “UV Service Accounts Linking Process” means the linking of a UV Customer’s UV Account with his/her Account for the Licensed Service

99 1.89. “VOD” shall mean distribution of content in a manner in which the end user pays a transactional fee to access an individual program or package of such programs consisting solely or primarily of content that is exhibited on a video-on-demand basis, which access is limited to a specific and limited viewing period.

Term. This Agreement shall commence as of the Effective Date and end at 11:59.5959:59 p.m., prevailing Eastern Time, on the second anniversary of the Effective Date (the “Term”), unless earlier terminated in accordance with the terms of this Agreement.

Territory. The “Territory” shall mean the United States of America, its commonwealths, territories and possessions and the District of Columbia.; provided, that Studio acknowledges that websites and/or applications containing materials for, or related to, the Included Programs (e.g., cover art) may not be geo-filtered and may be viewable outside of the Territory. The parties acknowledge that with respect to downloaded Included Programs, the location of the Customer within the Territory will be verified only at the time of the transmission of such download.

Grant of Rights and Comcast Covenants.

103 Non-UV DHE License. Subject to Comcast’s full and timely compliance with the terms and conditions of this Agreement, and for so long as at least two (2) other Major Studios are licensing comparable rights to Comcast: Comcast shall have the limitedStudio hereby grants Comcast the non-exclusive, non-transferable, non-sublicensable right, as well as the obligation, (except in accordance with Section 4.3 hereof) to continuously during the Term distribute on the terms and conditions set forth herein each Non-UV Included Program in its Authorized Version(s) on a DHE basis through the Licensed Services, solely in the Licensed Language to Customers in the Territory who haveare not become UV Customers, delivered by Approved Transmission Means, for exhibition on a Non-UVan Approved Device for Personal Use, pursuant solely, in each case, to a Non-UV Customer Transaction and subject at all times to the Non-UV Content Protection Requirements and Non-UV Usage Rules. Comcast may. During the Continued Access Period, Comcast shall have the right to (a) enable Digital Locker Functionality for such Non-UV Included Programs subject to the Non-UV Content Protection Requirements and Non-UV Usage Rules. In the event this Agreement is (a) terminated by Comcast in accordance with the terms of this Agreement or (b) expires, then Comcast’s right to enable; and (b) Stream and provide Electronic Downloads of such Non-UV Included Programs to such Customers with enabled Digital Locker Functionality for Non-UV Included Programs shall survive (subject to the terms of this Agreement, the Non-UV Content Protection Requirements and Non-UV Usage Rules) for up to three (3) years following any such expiration or termination. Notwithstanding the foregoing, if this Agreement is terminated by Studio, Comcast shall cease enabling Digital Locker Functionality for Non-UV Included Programs as soon as commercially reasonable but in no event later than thirty (30) days from the date such termination is effective. Such three year or thirty day period, as the case may be, shall be referred to herein as the “Non-UV Continued Access Period” with respect to a Non-UV Included Program..

104 UV Rights Token Deposits. Subject to (i) Comcast first completing the UV Integration, and subsequently remaining bound by and in compliance with the Comcast UV Agreements as a Retailer (as defined in the Retailer Agreement) distributing through a Licensed Retail Service (as defined in the Retailer Agreement), (ii) Comcast’s full and timely compliance with the terms and conditions of this Agreement, (iii) at least two (2) other Major Studios licensing comparable UV Rights to Comcast and (iv) Sections 4.4 – 4.10 below: (A) Studio grants to Comcast, and Comcast hereby accepts, a non-exclusive, non-transferable, non-sublicensable licenseright during the Term to the following rights, in each case, solely within the Territory, and (B) Comcast agrees to perform the following obligations, in each case, as set forth in this Section 4:

105 DHE Conversion Rights. With respect to each Previously Purchased DHE Title, Comcast shall have the right, and the obligation (the “DHE Conversion Rights”), subject to Sections 4.4 - 4.10 below, to place a Rights Token(s) corresponding to the program(s) represented by such Included Program into each applicable UV Customer’s UV Account promptly following the UV Service Accounts Linking Process by that UV Customer (each placement by Comcast of a Rights Token in respect of a Previously Purchased DHE Title as described above, ana “DHE Conversion”). Notwithstanding any of the foregoing or any other terms in this Agreement, it is the understanding of the parties that a Previously Purchased DHE Title may be subject to a DHE Conversion only once, such that if a Rights Token for a particular Previously Purchased DHE Title has already been added to a UV Customer’s UV Account as a result of a DHE Conversion, then a Rights Token in respect of that same Previously Purchased DHE Title shall not be added a second time in connection with any DHE Conversion. Notwithstanding anything in this Agreement, once a DHE Conversion has been performed with respect to a Previously Purchased DHE Title for a UV Customer, for so long as such Customer is a UV Customer, Comcast shall not stream such Previously Purchased DHE Title in accordance with the usage rules applicable to Non-UV Usage RulesIncluded Programs and such Previously Purchased DHE Title may only be streamed to such UV Customer in accordance with the UV Usage Rules. Any and all costs related to adding or enabling UV Rights to a UV Included Program asset shall be the sole responsibility of Comcast and no fee or payment shall be payable by either party to the other related thereto; provided, that, in the event Comcast charges a Customer a fee or charge for such addition or enabling of UV Rights, Comcast shall pay to Studio a fee (“DHE Conversion License Fee”) equal to fifty percent (50%) of such fees or charges received by Comcast from such Customerusage rules applicable to UV Included Programs.

106 UV DHE Distribution Rights. Comcast shall have the limited non-exclusive, non-transferable, non-sublicensable right, as well as the obligation, to: (i) continuously during the Term distribute on the terms and conditions set forth herein each UV Included Program in its Authorized Version(s) on a DHE basis through the Licensed Services, solely in the Licensed Language to UV Customers in the Territory, delivered by UV Approved Transmission Means, for exhibition on a UVan Approved Device for Personal Use, pursuant solely, in each case, pursuant to a UV Customer Transaction and subject at all times to the UV Content Protection Requirements and UV Usage Rules (the “UV DHE Distribution Rights”) and (ii) subject to Sections 4.4 – 4.10 below, with respect to each UV Included Program obtained by a UV Customer pursuant to such UV Customer Transaction, to place a Rights Token(s) corresponding to the applicable UV Included Program into such UV Customer’s UV Account, at no charge to the UV Customer (beyond the amount already paid pursuant to the UV Customer Transaction).

107 Disc-to-Digital Rights. Subject to the following sentence, with respect to each Eligible CDD Physical Title confirmed by Comcast to be in the possession of an UV Customer at the time of the relevant Disc-to-Digital Transaction (as defined below) through the use of an Approved Disc Scanning Technology (as defined below) (each such confirmation, a “Title Confirmation”), Comcast will have the right (but not the obligation) (the “Disc-to-Digital Rights”), in exchange for a per-transaction fee payable by such UV Customer to Comcast (“Disc-to-Digital Fee”) to deposit a Rights Token in such UV Customer’s UV Account in respect of such Studio Physical Title, automatically upon Title Confirmation, without the need for the UV Customer to take any further action (each such transaction, a “Disc-to-Digital Transaction”). The Parties agree that the Disc-to-Digital Rights are expressly conditioned on the mutual agreement of the Parties on an acceptable Approved Disc Scanning Technology, and Comcast will not be entitled to exercise the Disc-to-Digital Rights unless and until such matters have been mutually agreed by the Parties. As used herein, an “Approved Disc Scanning Technology” means any technology for the scanning of DVDs and Blu-ray discs approved by both Comcast and Studio. For purposes of this Agreement, the DHE Conversion Rights, UV DHE Distribution Rights and Disc-to-Digital Rights shall be referred to collectively herein as the “Rights Token Delivery Rights.” Notwithstanding the foregoing, a Disc-to-Digital Fee is not required for the first three (3)the parties agree that the Disc-to-Digital Rights are expressly conditioned on the mutual agreement of the parties on the applicable fee for Disc-to-Digital Transactions for a UV Customer (each a “Promotional Disc-to-Digital Transaction”). Comcast shall pay to Studio $.50 each for the first five Rights Tokens deposited into the UV Account of a UV Customer pursuant to Disc-to-Digital Rights transactions for DVDs (other than Rights Tokens for the Promotional Disc-to-Digital Titles) and $1.00 each for the first five Rights Tokens deposited pursuant to Disc-to-Digital Rights transactions for Blu-rays (other than Rights Tokens for the Promotional Disc-to-Digital Titles). For all other Rights Tokens deposited by Comcast pursuant to a Disc-to-Digital Transaction, Comcast shall pay to Studio a fee equal to the greater of (a) $1.00 per Disc-to-Digital Transaction or (b) 50% of the Disc-to-Digital Fee charged for such Disc-to-Digital Transaction. The fees owed to Studio for the above Disc-to-Digital Transactions shall be referred to collectively herein as “Disc-to-Digital License Fees.”.

1 4.2.4 Rent-to-Own Rights. The parties shall enter into good faith discussions regarding a potential grant of rent-to-own rights (i.e. when a customer gets credit for a VOD transaction fee when purchasing the same title on a DHE basis) to Comcast.

108 4.2.5 UV Fulfillment Rights. Subject to (i) Comcast first completing the UV Integration, and subsequently remaining bound by and in compliance with the Comcast UV Agreements as a Retailer distributing through a Licensed Retail Service, a Locker Access Streaming Provider in connection with its Licensed Locker Access Streaming Service, or a Download Service Provider in connection with its Licensed Download Service (each as defined in the UV Agreements), (ii) Comcast’s full and timely compliance with the terms and conditions of this Agreement, (iii) at least two (2) other Major Studios licensing comparable UV Rights to Comcast and (iv) Sections 4.4 – 4.10 below: (A) Studio grants to Comcast, and Comcast hereby accepts, a non-exclusive, non-transferable, non-sublicensable licenseright throughout the Territory during the Term to the following rights, and (B) Comcast agrees to perform the following obligations, in each case, as set forth in this Section 4.3. Comcast shall have the right (and obligation) to perform Download Fulfillment and Streaming Fulfillment within the Territory with respect to each Rights Token corresponding to an AvailableIncluded Program that a UV Customer has in his or her UV Account regardless of where and how such UV Customer obtained such Rights Token (such right, the “UV Fulfillment Rights.”). If Comcast charges a fee to a Customer for performing Download Fulfillment or Streaming Fulfillment (a “Fulfillment Charge”) and Comcast shares with any content provider any portion of such Fulfillment Charge, then Studio shall be immediately offered, and have the option of accepting, the payment by Comcast to Studio of a fee (“UV Fulfillment License Fees”) equal to an equivalent portion of any Fulfillment Charges.

109 4.3. Terms Applicable to Exercise of all UV Rights. Comcast shall be entitled to exercise the foregoing UV Rights, in each case, only with respect to the UV Authorized Version of the applicable UV Included Program in the Territory, only on or after the applicable Availability Date, in the Licensed Language, delivered by the Approved UV DHE Transmission Means to an Approved UV DHE Device of the relevant UV Customer for Personal Use, and subject at all times to the UV Usage Rules and the UV Content Protection Requirements.

110 4.4. Resolution Format; UV HD Upgrades. With respect to each DHE Conversion and Disc-to-Digital Rights transaction, Comcast shall have the right and, subject to Sections 4.2.1 and 4.2.3 above and the last sentence of this Section, the obligation to fulfill the Rights Token corresponding to each UV Included Program (i) in Standard Definition if the version of such UV Included Program previously acquired by the applicable UV Customer and to which such Rights Token corresponds was a Standard Definition version, (ii) in High Definition if the version of such UV Included Program previously acquired by the applicable UV Customer and to which such Rights Token corresponds was a High Definition version, or (iii) in High Definition, with respect to each Standard Definition UV Included Program, Eligible CDD Title or Previously Purchased DHE Title acquired by ana UV Customer, so long as such UV Included Program has been made available by Studio as a High Definition Included Program under this Agreement and the applicable UV Customer elects to purchase the same (whether contemporaneously with the acquisition of such Standard Definition UV Included Program or thereafter during the Term) (a “UV HD Upgrade”), provided that Comcast willmay place a new Rights Token corresponding to such High Definition UV Digital Version into the UV Account of such UV Customer in the event of each such UV HD Upgrade. The right (and obligation) to offer a UV HD Upgrade shall be referred to herein as “UV Upgrade Rights” and, together with the UV Fulfillment Rights and Rights Token Delivery Rights, the “UV Rights.” For clarity, Comcast shall have the right (but not the obligation) to offer UV HD Upgrades to UV Customers at any time during the Term. Comcast shall pay to Studio a license fee (“Upgrade License Fee”) per UV HD Upgrade equal to the lesser of $2.50 or 50% of the retail price charged by Comcast to the UV Customer for such UV HD Upgrade.

111 Limited Sublicense. Comcast shall have the right to sublicense the rights in Section 4.1 above to iN DEMAND (or another Comcast designee) such that iN DEMAND (or such designee) may store such Included Programs purchased via a Non-UV Customer Transaction by a Customer on servers owned and/or utilized by iN DEMAND (or such designee) and Stream and/or Electronically Download (via Approved Transmission Means and Approved Devices) such Non-UV Included Programs in accordance with the terms and conditions of this Agreement to such Customer via the websites, applications and/or other services that deliver video content to end users and are managed by iN DEMAND (or such designee); provided, that Comcast’s sublicensing under this Section 4.3 shall only be as required to Stream and/or Electronically Download Non-UV Included Programs to Customers who are no longer Comcast subscribers.

112 4.5. Subcontractors. For the avoidance of doubt, Comcast shall have the right to enter into agreements and grant rights to third parties, including any third-party download service providers, locker access streaming providers and other third-party vendors, as needed to allow Comcast to: (i) operate as (i) a retail service provider in the Ultraviolet Ecosystem in accordance with the Retail Service Provider, (ii) as a Locker Access Streaming Provider and (iii) as a Download Service Provider Agreement; (ii) operate as a locker access streaming provider in the Ultraviolet Ecosystem in accordance with the LASP Agreement; (iii) operate as a download service provider in the Ultraviolet Ecosystem in accordance with the DSP Agreement; and (iv) distribute the Included Programs on a DHE basis. Notwithstanding the foregoing, Comcast acknowledges and agrees that it shall (a) cause each such subcontractor to comply with the terms and conditions of this Agreement and (b) be jointly and severally liable for any and all such subcontractors’ noncompliance with such terms and conditions.

113 Trademarks and Logos. Subject to Section 21.1 hereof, Studio hereby grants to Comcast a royalty-free, non-exclusive right and license to use the registered trademark and logo of “Sony” and any other trademarks, logos, trade names, service marks and designs, designated for Comcast’s use by Studio in writing from time to time or by course of dealing between the parties (the “Studio Marks”), within the Territory throughout the Term in connection with the distribution, exhibition and promotion of the Video Content in accordance with the terms and conditions of this Agreement.

114 Pre-Ordering. Comcast shall have the right to allow “pre-ordering” (order of any Included Program requested by a Customer prior to the Availability Date of such Included Program but no earlier than a date specified by Studio (“Pre-Order Date”)) of an encrypted file by a Customer in anticipation of a Customer Transaction over Approved Transmission Means; provided, that such file cannot be downloaded (without Studio’s approval), decrypted or otherwise viewed prior to (a) the Availability Date for such Included Program and (b) the completion of a Customer Transaction in respect thereof; provided, further, that such pre-ordering is otherwise in compliance with this Agreement. The Pre-Order Date for an Included Program shall be no later than the date on which Studio permits any other DHE distributor in the Territory to allow “pre-ordering” for such program.

115 Restrictions on License. Comcast agrees that without the specific written consent of Studio, or except as otherwise set forth herein (including Section 4.3): (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may any Included Program be sub-distributed in any way; (b) no Included Program may be delivered, transmitted or exhibited other than as set forth in this Agreement; and (c) no person or entity shall be authorized by Comcast to do any of the acts forbidden herein. Comcast shall notify Studio of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware; provided, however, that Comcast’s failure to do so shall not be considered a breach hereunder. Comcast shall not authorize (and shall cause the Systems to not authorize) the transmission of any Included Program other than for Personal Use.

116 Midcontinent Communications. Subject to Comcast then holding an ownership interest in, and managing the programming of, Midcontinent Communications, the parties acknowledge and agree that, only at such time that Midcontinent Communications has elected to distribute Included Programs on a DHE basis, Midcontinent Communications shall be covered by the terms and conditions of this Agreement and shall have all the rights, and shall be subject to all the obligations, of Comcast hereunder; provided, however, that the websites, applications and/or other services utilized by Midcontinent Communications for the distribution of Included Programs shall be branded by Midcontinent Communications (e.g., “Midcomm” or “Midco”).

117 Comcast Covenants.

118 4.6. Promotional Restrictions. Comcast shall not be permitted in any event to offer or conduct promotional campaigns for the Included Programs offering free buys, including without limitation “two-for-one” promotions (by coupons, rebate or otherwise) without Studio’s prior written consent. Comcast shall not charge any club fees, access fees, monthly service fees or similar fees specifically for access to the Licensed Services containing Included Programs (but not referring to any equipment purchase or rental fee or any high speed data fees (whether on a usage or other basis); provided that such fee or any portion thereof is not creditable against any customer per transaction fees) for general access to the Licensed Services containing Included Programs, or offer the Included Programs on a subscription or negative option basis (i.e., a fee arrangement whereby a consumer is charged alone, or in any combination, a service charge, a separate DHE charge or other charge but is entitled to a reduction or series of reductions thereto on a program by program basis if such consumer affirmatively elects not to receive or have available for reception such program) without Studio’s prior written consent.

119 4.7. Pre-Ordering. Comcast shall have the right to allow “pre-ordering” (order of an Included Program requested by a Customer prior to the Availability Date of such Included Program but no earlier than a date specified by Studio (“Pre-Order Date”)) of an encrypted file by a Customer in anticipation of a Customer Transaction over Approved Transmission Means; provided, that such file cannot be downloaded (without Studio’s approval), decrypted or otherwise viewed prior to (a) the Availability Date for such Included Program and (b) the completion of a Customer Transaction in respect thereof; provided, further, that such pre-ordering is otherwise in compliance with this Agreement.

120 4.8. Restrictions on License. Comcast agrees that without the specific written consent of Studio, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may any Included Program be sub-distributed in any way; (b) no Included Program may be delivered, transmitted or exhibited other than as set forth in this Section 4; and (c) no person or entity shall be authorized by Comcast to do any of the acts forbidden herein. Comcast shall promptly notify Studio of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware; provided, however, that Comcast’s inadvertent failure to do so shall not be considered a breach hereunder provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. No Included Program shall be transmitted or exhibited by Comcast (and Comcast shall cause each of the Systems not to so transmit or exhibit) except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be exhibited or transmitted by Comcast (and Comcast shall cause each of the Systems not to so transmit or exhibit) to any person other than to a Customer within the Territory during the Term as part of the Licensed Service in the medium of DHE, or transmitted other than by an Approved Transmission Means to Approved Devices for Personal Use. Comcast shall not authorize (and shall cause the Systems to not authorize) the transmission of any Included Program other than for Personal Use.

121 4.9. Terms of Service. Without limiting any other obligation of Comcast hereunder, prior to making an Included Program available hereunder, Comcast shall: (a) provide notice of the terms and conditions pursuant to which a Customer may use the Licensed Service and access the Included Programs (“Terms of Service” or “TOS”) and (b) include provisions in the TOS stating, among other things and without limitation, that (i) Customer is obtaining a license under copyright to the Included Programs, (ii) Customer’s use of the Included Program must be in accordance with the Usage Rules, and (iii) except for the rights explicitly granted to Customer, all rights in the Included Programs are reserved by Comcast and/or Studio, and (d) the license terminates upon breach by Customer and upon termination the Included Program(s) will be inaccessible to Customer. Comcast shall require all users of the Licensed Service to agree to adhere to the TOS and Usage Rules prior to the completion of any Customer Transaction and shall make Studio an intended third party beneficiary of such agreement between Customer and Comcast.

122 From and after the date on which Comcast first makes available for sale on a DHE basis UV Included Programs (the “UV Launch Date”) and only during those times that Comcast is making available for sale to UV Customers UV Included Programs, Comcast shall meet the following UV requirements:

123 Comcast shall remain a signatory to and in material compliance with the Comcast UV Agreements;

124 With respect to each Previously Purchased DHE Title, (provided that such Previously Purchased DHE Title was designated by Studio to Comcast as a UV Included Program at the time of the applicable Customer Transaction) Comcast shall place a Rights Token(s) corresponding to the program(s) represented by such Included Program into each applicable UV Customer’s UV Account following the UV Service Accounts Linking Process by that UV Customer; provided, that such UV Customer completes the UV Service Accounts Linking Process within a reasonable period of time (e.g., twelve (12) months) of such previous Customer Transaction(s); provided, further that the parties agree that the System-Based Service will facilitate redemption of Rights Tokens in UV Customer UV Accounts but shall not operate in direct coordination with the UltraViolet Ecosystem.

125 Comcast shall: (i) make available for sale on a DHE basis on the terms and conditions set forth herein each UV Included Program for which Comcast has a distribution obligation pursuant to Section 8.1 through the Licensed Services; and (ii) with respect to each UV Included Program obtained by a UV Customer pursuant to a UV Customer Transaction, place a Rights Token(s) corresponding to the applicable UV Included Program into such UV Customer’s UV Account, at no charge to the UV Customer (beyond the amount already paid pursuant to the UV Customer Transaction); provided that the parties agree that the System-Based Service will facilitate redemption of Rights Tokens in UV Customer UV Accounts but shall not operate in direct coordination with the UltraViolet Ecosystem.

126 With respect to each UV Included Program distributed on a DHE basis on the Licensed Service, Comcast shall perform fulfillment services (including providing Streaming and Electronic Downloading) subject to and in a manner consistent with the requirements set forth in the Comcast UV Agreements.

127 With respect to each UV Included Program, solely to the extent and during the time period that Comcast performs such services for UV titles licensed by other major studios to Comcast for distribution on a DHE basis, any UV Included Program purchased by a UV Customer from another DHE distributor and included in such UV Customer’s UV Account for which Comcast has obtained the necessary rights and for which Comcast holds the necessary content assets, Comcast shall perform fulfillment services (including providing Streaming and Electronic Downloading) associated with such purchased UV Included Programs for UV Customers in the Territory for the time period required by the Comcast UV Agreements and in a manner consistent with the requirements set forth in the applicable Comcast UV Agreements; provided, however, that the parties agree and acknowledge that UV Included Programs purchased from other DHE distributors may not be accessible by the UV Customer from System-Based Service during the Term of this Agreement; and

128 If Comcast decides, in its sole discretion, that Comcast no longer desires to distribute UV Included Programs and/or fulfill the rights associated with such UV Included Programs, Comcast may, upon sixty (60) days prior written notice to Studio, cease distributing UV Included Programs and/or fulfilling the rights associated with such UV Included Programs; provided, that Comcast shall also no longer grant and/or fulfill UV license rights to any customers in the Territory with respect to motion pictures or television programs of any other major studio. Upon the effective date of such termination, a UV Customer shall be classified as a Non-UV Customer and any Included Program that was previously classified as a UV Included Program will be classified as a Non-UV Included Program.

Licensing Commitment.

130 Comcast shall license from Studio, and Studio shall license to Comcast, all New Releases as with an Availability Date during the AvailNew Releases. Studio shall make available to Comcast for distribution on a DHE basis each New Release (individually or as part of a bundle) that Studio makes available to any other DHE distributor in the Territory during the Term.

131 Studio shall have the right, but not the obligation, during the Term to make Episodes (individually or as Series and/or Seasons) and Library Pictures available (whether in High Definition, Standard Definition or both to Comcast hereunder. Comcast shall have the right, but not the obligation, to select such programs (whether in High Definition, Standard Definition or both), all subject to what CDD has made available in its sole discretion as an Episode or Library Picture for license hereunder. Once Comcast has selected an Episode or Library Picture for license, such Episode or Library Picture shall be an Included Program hereunder and Comcast will distribute such Episode or Included Program solely pursuant to the terms and conditions herein commencing on, but not before, such Included Program’s Availability Date. Library Pictures; Episodes. Studio shall make available to Comcast for distribution on a DHE basis each Episode (individually or as part of a Series and/or Season(s)) and each Library Picture (individually or as part of a bundle) that Studio makes available to any other DHE distributor in the Territory during the Term.

132 UV and Non-UV Included Programs. All New Releases, Episodes and Library Pictures licensedmade available to Comcast for distribution on a DHE basis in accordance with this Section 5 shall be licensedmade available to Comcast by Studio as both UV Included Programs and Non-UV Included Programs in accordance with the terms hereunder. All New Releases, Episodes and Library Pictures made available to Comcast hereunder shall be referred to herein as “Available Programs.”

Programming.

134 Program Categories. Comcast shall inform Studio of the genres or other categories (including “moods”) available on the Licensed Service upon Studio’s request, and shall use reasonable efforts to notify Studio before it modifies, addsof modifications, additions to or removesremovals of any such genres/categories and Studio may recommend genres or other categories from that list on which each Included Program may appear. Nothing contained herein shall disallow Comcast from cross promoting the Included Programs across multiple genres or other categories and nothing herein shall require Comcast to utilize genres for promotion of motion pictures (including Included Programs). Further, Comcast shall not intentionally categorize Included Programs within genres or other categories in a derogatory or grossly inappropriate manner.

135 Adult Programs. The Licensed Service shall not incorporate the Included Programs and any Adult Programs in the same menu interface; provided, that the foregoing restriction shall not apply to alphabetical lists, search results or other user-initiated categorization of programming. As used herein, “Adult Program” shall mean any motion picture or related promotional content that has either been rated NC-17X (or successor rating, or if unrated would likely have received an NC-17X rating if it had been submitted to the MPAA for rating), other than a title released by an arm of Studio, Universal Studios, Twentieth Century Fox, The Walt Disney Company, DreamWorks SKG, Paramount Pictures, MGM, Warner Bros., Lions Gate Films, Weinstein Company, New Line Cinema, Summit, or Overture (or other similar mainstream movie studio), or their subsidiaries, or a title otherwise deemed not to be an Adult Program by Studio in its sole discretion, or rated X, or is unrated and would have likely received an X if it had been submitted to the MPAA for rating.

Availability Dates; Pre-Order Dates.

137 Avail Notices. With respect to each Included Program, Studio shall provide to Comcast (and/or Comcast’s designee) written notice (each, an “Avail Notice”) setting forth such Included Program’s Availability Date, Pre-Order Date (as defined in Section 4.84.6), applicable Fee(s), and available versions and formats, such Avail Notice to be delivered not later than thirty (30) days prior to each respective Pre-Order Date (or, if an Included Program does not have a Pre-Order Date, thirty (30) days prior to such program’s Availability Date). In each case, Studio shall provide an Avail Notice to Comcast no later than the date that Studio notifies any other distributor regarding the DHE availability date for such Included Program. At any time after delivery of the Avail Notice to Comcast, Comcast may designate any such Episode or Library Picture as Selected Contentselect any Included Program for which Comcast does not have a distribution obligation pursuant to Section 8.1 herein to distribute on a DHE basis (unless such Included Program has subsequently been withdrawn by Studio pursuant to Section 9). Studio shall deliver each Episode and Library Picture that Comcast so designates as Selected Content no later than thirty (30) days following such designation by Comcast in accordance with Section 11.11) (each such selected asset, and, each asset described in Section 8.1, a “Selected Content” asset). To the extent additional versions and/or formats of an Included Program become available to Studio following delivery of such Included Program’s Avail Notice, Studio shall provide to Comcast (and/or Comcast’s designee) an updated Avail Notice regarding such additional versions and/or formats as soon as commercially practicable. To the extent any information provided in an Avail Notice changes or is no longer accurate, Studio shall provide to Comcast (and/or a Comcast designee) a corrected Avail Notice as soon as commercially practicable.

138 Availability Dates. The “Availability Date” for Included Program assets shall be as follows:

139 New Releases. The Availability Date for each New Release shall be determined by Studio in its sole discretion subject to Exhibit A hereto; provided, however, that the Availability Date for each: (a) New Release in Standard Definition (an “SD Required Film”) shall be no later than the later of (i) the first day of the Term and (ii) its LVR in the DVD format; (b) New Release in High Definition (an “HD Required Film”) shall be no later than the later of (i) the first day of the Term and (ii) its LVR in the Blu-ray Disc format.earlier of (a) the date such New Release is first made available on physical media or (b) the date such New Release is first made available by Studio to other distributors for distribution on a DHE basis; provided, that, during the first twelve (12) month period of the Term, at least fifty percent (50%) of New Releases shall be made available to Comcast for distribution on a DHE basis for at least two (2) weeks prior to the date on which such title is first made available for sale on physical media and, during the remainder of the Term, no less than seventy five percent (75%) of New Releases shall be made available to Comcast for distribution on a DHE basis for at least two (2) weeks prior to the date on which such title is first made available for sale on physical media. Notwithstanding the foregoing, during any twelve (12) month period of the Term, Studio may elect, in its sole discretion, to make any Included Program available for exclusive distribution through a single distributor, or non-exclusive distribution through other distributors, in the Territory prior to the Availability Date for such Included Program hereunder (“Delayed Picture”); provided, however, that the number of Delayed Pictures shall in no event exceed a number that is equal to ten percent (10%) of the number of titles that Studio generally makes available on a non-exclusive basis for DHE distribution in the Territory on an annual basis. delay one New Release’s Availability Date for up to two (2) weeks; provided, that such New Release is only distributed on a DHE basis during such two (2) week period by Studio or a distributor affiliated with Studio (i.e., Playstation, Sony Bravia TV).

140 Library Pictures: The Availability Date for each Library Picture shall occur on the date set forth in the applicable Avail Notice, as determined by Studio in its sole discretion. Notwithstanding the foregoing, the Availability Date for each Library Picture asset that is made available after the date hereof will be no later than any date afforded to any other distributor of such content on a DHE basis in the Territory.

141 7.3. Episodes. The Availability Date for each Episode shall be the date set forth in the applicable Avail Notice, as determined by Studio in its sole discretion. Notwithstanding the foregoing, the Availability Date for each Episode that is made available after the date hereof will be no later than any date afforded to any other distributor of such content on a DHE basis in the Territory.

142 SD and HD Availability. Notwithstanding anything to the contrary herein, if Studio licenses to Comcast an HD format of an Included Program in addition to the SD format of such Included Program, the Availability Date for both the SD and HD formats shall be the same date.

143 Included Program Exhibit. Attached as Exhibit C hereto is the list of Included Programs to be licensedmade available by Studio to Comcast for distribution by Comcast on a DHE basis as of the Effective Date.

Distribution and Exhibition.

145 Comcast shall make continuously available on a DHE basis all New Releases on all Systems and Licensed Services throughout the Term. Comcast shall have the right, in its sole discretion, to elect which Library Pictures and Episode assets to make available on a DHE basis on any Systems and/or any Licensed Services (each such Included Program asset, “Selected Content”).New Releases. During each twelve (12) month period during the Term beginning with the Effective Date, provided that Comcast is then-distributing video content on a DHE basis, Comcast shall select all widely theatrically released New Releases as Selected Content and make available for sale such widely theatrically released New Releases on a DHE basis in the Territory for a time period of no shorter than sixty (60) days following the date on which Comcast first makes each such asset available for sale on a DHE basis.

146 AnyVersions and Formats. Comcast may offer any Selected Content asset in both SD and, if available, HD formats on a DHE basis; any Customer Transaction to acquire New Releases or Selected Content assets in HD formatof a Selected Content asset in a higher resolution format than SD (e.g., HD) shall also include the right of the purchasing User to retain such asset in SD format. (s) to such asset in any lower resolution format (e.g., SD). To the extent that Studio (or an affiliate of Studio) controls the necessary rights, has available and/or offers to another distributor a Spanish-language, HD, widescreen, 3D, 4K or other version of an Included Program asset, Studio shall make available to Comcast for distribution on a DHE basis all such versions of such Included Program asset in accordance with the terms and conditions herein. Notwithstanding anything to the contrary, if Studio makes an Included Program asset available to Comcast for distribution in an HD format, Studio must also make such Included Program asset available to Comcast for distribution in an SD format.

147 Distribution Commencement. Notwithstanding anything to the contrary in this Agreement, at Studio’s option, Comcast shall not begin distribution of Selected Content on a DHE basis until such time as Comcast has licensed the rights necessary to distribute video content on a DHE basis from at least two (2) other Major Studios.

Security. Regarding Streaming and/or Electronic Downloading of UV Included Programs assets in the Ultraviolet Ecosystem, Comcast shall, and shall require each System and Comcast Service to, to the extent such System and/or Comcast Service is distributing any UV Included Programs pursuant to this Agreement, comply with the terms and conditions of the DSP Agreement, the LASP Agreement and the Retail Service Provider Agreement, including the security provisions contained therein. In addition, Comcast shall, and shall require each System and Comcast Service, to the extent such System and/or Comcast Service is distributing any Non-UV Included Programs pursuant to this Agreement, including the Streaming and/or Electronic Downloading of such programs hereunder, to put into place those security procedures and content protection technologies provided on Exhibit C.

Usage Rules. Comcast shall, and shall cause the Systems and Comcast Services, to the extent such System and/or Comcast Service is distributing any Included Programs pursuant to this Agreement, to put into place and comply with those usage rules attached hereto as Exhibit E.

9. Withdrawal.

151 9.1. Notwithstanding any provision of this Agreement, Studio may, in its discretion,Withdrawal from Customer Transactions. Studio shall have the right to withdraw any Included Program asset from distribution by Comcast and/or any rights, features or functionalities granted hereunder, including Digital Locker Functionality, in each case, only (a) because of an Event of Force Majeure,from further Customer Transactions on the Licensed Service, as specified in a written withdrawal notice provided by Studio (such notice, a “Withdrawal Notice,” and any such withdrawal, a “Withdrawal”) at any time during the Term: only (i) because of loss or unavailability of rights, unavailability of necessary materials or any pending or potential litigation, judicial proceeding or regulatory proceeding or in order to minimize the risk of liability, or (b; and (ii) upon thirty (30) days’ prior written notice, if Studio elects to theatrically re-release or reissue such program or make a theatrical, direct to video or television remake or sequel thereof. Withdrawal may, as specified by Licensor, apply to all features and functionalities licensed pursuant to this Agreement with respect to the withdrawn Included Program (e.g., no future Customer Transactions may be allowed and Digital Locker Functionality with respect to such withdrawn Included Program shall be disabled post-withdrawal) or only to certain portions of such features and functionalities with respect to the withdrawn Included Program (e.g., future Customer Transactions may be prohibited post-withdrawal while Digital Locker Functionality for such withdrawn Included Program may continue to be enabled). Such withdrawal; provided, however, that Studio may only withdraw such Included Programs from Comcast to the extent Studio withdraws DHE distribution rights with respect to such Included Programs from all other distributors in the Territory distributing such asset on a DHE basis. Such Withdrawal may only be to the extent and for such time period as such withdrawalWithdrawal is reasonably necessary, in Studio’s good faith business judgment. Studio shall give Comcast as much advance notice as is reasonably possible of any such withdrawal, specifying the reasons for such withdrawal. Upon receipt of notice of a withdrawal of a Included Program asset pursuant to this paragraph, Comcast shall as promptly as practicable cease all sales on a DHE basis of such asset (and all promotion of such asset)In the event of a Withdrawal pursuant to this Section, Comcast shall cease making such Included Program available for Customer Transactions on the Licensed Service as soon as reasonably practicable after receipt of a Withdrawal Notice. For clarity and subject to Section 11.2 below; such Withdrawal shall only apply prospectively and shall not affect any previous Customer Transaction of such withdrawn Included Program, including any Customer’s rights to retain and view exhibitions of an Included Program previously purchased by such Customer from the Licensed Service and already stored on one or more Approved Devices as a result of an Electronic Download prior to any such Withdrawal.

152 9.2. Results of Withdrawal from Customer Transactions. In the event of any such withdrawal of an Included Program pursuant to the immediately previouspreceding section:, Studio shall (i) not subsequently authorize any exhibitionspurchases in the Territory of any withdrawn Included Program asset via DHE by any distributors (including Studio and its affiliates) to whom the reason for withdrawal is equally applicable unless Studio also offers to authorize such exhibition by Comcast; and (ii) reimburse Comcast for any and all reasonable, direct out of pocket costs reasonably incurred by Comcast in connection with such withdrawal.

153 Withdrawal of Digital Locker Functionality. Studio shall have the right to revoke Comcast’s right to provide and/or perform Streaming and/or Electronic Download services with respect to Included Programs and/or remove such Included Program’s Digital Locker Functionality, as specified in a withdrawal notice provided at least thirty (30) days prior to such withdrawal (such notice, a “Digital Locker Withdrawal Notice,” and any such withdrawal, a “Digital Locker Withdrawal”) at any time during the Term: only (i) because of loss or unavailability of rights, any pending or potential litigation, judicial proceeding or regulatory proceeding; and (ii) if Studio contemporaneously requires each other distributor in the Territory distributing such Included Programs on a DHE basis (a) to withdraw all comparable digital locker rights with respect to such Included Program and (b) to cease Electronic Downloading and Streaming such Included Program.

154 Results of Withdrawal of Digital Locker Functionality. In the event of any Digital Locker Withdrawal of an Included Program pursuant to the immediately preceding section, Studio acknowledges that: (i) Customers who have executed Customer Transactions with respect to such Included Program may be notified by Comcast that such Included Program will, effective as of the date set forth in the Digital Locker Withdrawal Notice, no longer have Digital Locker Functionality and may be offered the right to Electronically Download and retain copies of such Included Program; and (ii) Comcast may either (a) provide to all Customers whose Digital Locker Functionality with respect to the affected Included Program have been withdrawn an Included Program that is comparable in quality and value (such Included Program to be reasonably selected by Studio in its sole discretion) at no cost to Customer or Comcast, (b) issue a refund related to such Digital Locker Withdrawal to a Customer, in which case Studio will reimburse Comcast for the Fees (or pro-rated amount of the Fee if only a partial refund as compared to the actual retail price charged the Customer for the Included Program) actually paid by Comcast to Studio for the corresponding Customer Transaction. In addition, the parties may mutually agree to provide to a Customer a format-equivalent DVD or Blu-ray disc embodying such affected Included Program at no cost to Customer or Comcast.

10. Fees and Payments.

156 10.1. License Fees. The “Fee(s)” payable by Comcast to Studio per Customer Transaction shall be determined as set forth in this Section 12.

157 For the avoidance of doubt, Comcast shall have the right to set all retail pricing for the sale of each Selected Content asset on a DHE basis in the Territory in its sole discretion (the “Purchase Retail Price”).

158 For each Customer Transaction of Selected Content assets listed below, the Fee shall be as set forth in the Avail Notice (or any subsequent notice provided pursuant to Section 12.1.7 below), which amount shall not exceed the following:

|Included Program asset type |HD Fee cap |SD Fee cap |

|Early New Releases with DBO in excess of $1,000,000 |$18.00 |$16.00 |

|All other New Releases, including Early New Releases |$17.50 |$14.00 |

|with DBO of $1,000,000 or less, DTVs and MFTs | | |

|Recent Library Pictures * |$14.25 |$10.25 |

|Deep Library Pictures* |$12.75 |$8.75 |

* For each twelve (12) month period of the Term beginning with the Effective Date, Studio shall be entitled to price (a) up to 3% of all Recent Library Pictures made available to Comcast for distribution on a DHE basis and (b) up to 3% of all Deep Library Pictures made available to Comcast for distribution on a DHE basis at Fees that do not exceed $17.50 for HD formats and $14.00 for SD formats. [[NTD: Parties to discuss 3-D and 4K fees]]

159 For purposes of the immediately preceding table, “DBO” shall mean, with respect to a New Release, United States and Canadian box office receipts as reported in the trade publications currently known as Variety, Daily Variety, or The Hollywood Reporter (whichever is higher) as of the date that is thirty (30) days after such title’s initial theatrical release; “DTV” shall mean a non-theatrically released New Release that was initially released for sale or rental on home video; “Deep Library Picture” shall mean a Library Picture that was initially released more than twenty-four (24) months prior to the then-current date; “Early New Release” shall mean a New Release that Studio makes available to Comcast for distribution on a DHE basis hereunder prior to the date on which Studio first makes such title available for sale on physical media in the Territory; “MFT” shall mean a non-theatrically released New Release that was initially exhibited on a U.S. broadcast network, Pay TV service, basic cable network or ad hoc syndication service; and “Recent Library Picture” shall mean a Library Picture that was initially released more than twelve (12) months but within twenty-four (24) months prior to the then-current date. The parties agree to negotiate in good faith on setting similar fee caps for additional formats (e.g., 3D, 4K, etc.). [[NTD: Caps to be discussed in addition to discussions related to relief on distribution obligations and MFN protection on price caps]]

160 The Fee for each Selected Content asset that is a television episode shall not exceed 70% of the greater of (a) (i) $1.99 if the television episode is offered in Standard Definition or (ii) $2.99 if the television episode is offered in High Definition and (b) the actual amount paid or payable by the Customer on account of such Customer’s selection of such television episode from a Licensed Service.

161 The parties shall negotiate in good faith and mutually agree upon the Fees for any Selected Content assets not described above in this Section 12 (e.g., mini-series) prior to any such assets being made available by Studio to Comcast and selected by Comcast for distribution on a DHE basis.

162 Upselling and Other Charges.

163 For each transaction whereby a Customer initiates a Customer Transaction of a Selected Content asset within ninety (90) days following such Customer’s rental of such asset on a VOD basis (each such transaction, a “Rent-to-Buy Transaction”) the Fee shall be calculated using a wholesale price equal to the applicable DHE basis wholesale price of the Selected Content asset in effect at the time of the Rent-to-Buy Transaction minus the wholesale price due to (or paid to) Studio for the rental of such asset on a VOD basis.

164 For each transaction whereby a Customer upgrades a previous Customer Transaction of a Selected Content asset in a given format (e.g., SD) to include the rights of such asset in another format (e.g., HD, 3D) (each such transaction, including any UV HD Upgrade transaction, a “Format Upsell Transaction”), the Fee shall be equal to the greater of: (a) the difference between (i) the wholesale fee for such Included Program in the upgraded format (e.g., HD) at the time of such Format Upsell Transaction, less (ii) the wholesale price for such program in the original format (e.g., SD) at the time of the Format Upsell Transaction and (b) $2.50

165 Any and all costs related to adding or enabling UV Rights to a UV Included Program asset shall be the sole responsibility of Comcast and no fee or payment shall be payable by either party to the other related thereto; provided, that, in the event Comcast charges a Customer a fee or charge for such addition or enabling of UV Rights, Comcast shall pay to Studio a fee (“DHE Conversion License Fee”) equal to fifty percent (50%) of such fees or charges received by Comcast from such Customer.

166 If Comcast charges a fee to a Customer for performing Download Fulfillment or Streaming Fulfillment which fee is in excess of Comcast’s out-of-pocket costs related to such Download Fulfillment or Streaming Fulfillment (a “UV Fulfillment Charge”) and Comcast shares with any content provider any portion of such UV Fulfillment Charge, then Comcast shall promptly offer Studio, and Studio shall have the option of accepting, the payment by Comcast to Studio of a fee equal to an equivalent portion of any UV Fulfillment Charges.

167 Subject to the foregoing, Studio may change the Fee for any Included Program in its sole discretion upon written notice to Comcast and/or its designee. In the event Studio elects to so change any Fee, Studio shall provide written notice to Comcast, which notice shall provide the applicable Included Program asset (or package of assets), the changed Fee and the date on which such changed Fee is to take effect; provided, that Studio shall (a) use commercially reasonable efforts to provide Comcast with as much advance notice as possible of such changed Fees and (b) provide such advance notice no later than it provides such notice to any other DHE distributor. In the event that Studio fails to provide notice to Comcast of a Fee revision at least thirty (30) days before the date on which such revision is to take effect, then Comcast shall have up to seven (7) business days to implement such revised Fee.

168 In addition to the foregoing, Studio shall engage in good-faith discussions with Comcast to offer Comcast discounted Fees for Customer Transactions to Customers based on Customers’ rental histories on a VOD basis.

169 10.1.1 Feature FilmsAnticipated Pricing. The “Distributor PriceFee” for each Included Program that is a Feature Film with an Availability Date on or after LVR shall be determined by Studio in its sole discretion, but in each case subject to the caps in Section 12.1 above. While the AvailabilityAvail Notice shall set forth the respective Distributor PriceFee for each Feature Film, Studio currently anticipates categorizing Feature Films into one of the following pricing tiers on the assumption that Comcast will (a) within 30 days following the execution of this Agreement, publicly announce its commitment to become a Retailer and (b) complete UV Integrationthe UV Launch Date will occur no later than December 31, 2014. Such below pricing or other pricing, as determined by Studio above, shall be referred to herein as “UV Pricing.”

|Price Tier |SD |HD |

| |Distributor Price |Distributor Price |

|Early DHE (if applicable) |$14.00 |16.00 |

|1 |$12.00 |$15.50 |

|2 |$8.25 |$12.25 |

|3 |$6.75 |$10.75 |

|4 |$5.00 |N/A |

If Comcast fails to complete UV Integrationthe UV Launch Date does not occur by December 31, 2014, (i) the Distributor Price shallFee may be increased, in Studio’s sole discretion, but in each case subject to the caps in Section 12.1 above, as follows or otherwise to reflect Studio’s then current pricing for Non-UV Transactions for all transactions that occur following the first anniversary of the Effective DateDecember 31, 2014 (such below pricing or then current pricing, “Non-UV Pricing”) and (ii) for each Customer Transaction that occurred prior to December 31, 2014, Comcast shall pay to Studio the difference between the UV Pricing and the Non-UV Pricing no later than January 30, 2015., “Non-UV Pricing”).

|Price Tier |SD |HD |

| |Distributor Price |Distributor Price |

|Early DHE (if applicable) |$15.00 |$17.00 |

|1 |$13.00 |$17.00 |

|2 |$8.50 |$12.50 |

|3 |$7.00 |$11.25 |

|4 |$5.00 |N/A |

1 10.1.2 Television Episodes. The “Distributor Price” for each Included Program that is a television episode shall be equal to 70% of the greater of (a) (i) $1.99 if the television episode is offered in Standard Definition or (ii) $2.99 if the television episode is offered in High Definition and (b) the actual amount paid or payable by the Customer (whether or not collected by Comcast) on account of such Customer’s selection of such television episode from a Licensed Service.

2 10.1.3 Comcast shall pay to Studio the “License Fees” as follows: the “Total Actuals” is the sum total of each and every Distributor Price for each and every Customer Transaction without deduction, withholding or offset of any kind. Except as expressly provided otherwise in this Agreement, the License Fees specified above are exclusive of, and shall not be reduced by and tax, levy or other similar charge, the payment of which shall be the responsibility of Comcast (other than income taxes that are based on Studio’s net income, imposed by applicable law on Studio, and not collected via withholding, which shall be the sole responsibility of Studio).

3 10.1.4 Studio may update Distributor Prices and/or add or remove pricing tiers at any time in Studio’s sole discretion, on not less than thirty (30) days notice. The price Comcast charges to a Customer for each Customer Transaction or with respect to the exercise by Comcast of any of its rights granted hereunder shall be established by Comcast in its sole discretion.

4 10.1.5 The License Fees, DHE Conversion License Fees, Disc-to-Digital License Fees, UV Fulfillment License Fees and Upgrade License Fees are referred to collectively herein as the “Total Fees.”

2 Technical Credits. In the event of a substantiated, technological failure within the transmission system for delivering Selected Content to Customers resulting in the inability of a Customer to view a Selected Content asset purchased by such Customer via a Customer Transaction (e.g., receipt of a purchased Included Program in the event a Customer intended to rent such Included Program), Comcast may, in its discretion, offer a credit to a Customer affected thereby and shall not be obligated to pay to Studio the Fee related to such Customer Transaction. Furthermore, Comcast may permit Customers to commence viewing a Selected Content asset but not incur a retail fee for it to the extent such viewing period has a total duration of less than five (5) minutes from the initial commencement of such asset.

3 Other Permitted Credits. Notwithstanding anything to the contrary contained herein, for up to two percent (2%) of the Fees payable to Studio on a monthly basis, Comcast shall not be obligated to pay Fees with regard to any Customer Transactions for which a Customer has been charged but has not paid the applicable retail fee.

4 UV Retail Fees. For each month of the Term (or at Comcast’s election at the end of each twelve (12) month period of the Term beginning with the Effective Date), Comcast may deduct from the Fee payable (or at Comcast’s option, Comcast may require that Studio reimburse Comcast) for all New Transaction Fees (as such term is defined in the Retail Service Provider Agreement) and Volume-Driven Fees (as such term is defined in the Retail Service Provider Agreement) related to Selected Content assets payable in such month (or twelve (12) month period) pursuant to the Retail Service Provider Agreement.

5 Deductions and Set Offs. If a payment of the Fee due hereunder for any month has been made, and the amount of such payment exceeds the amount of the Fee that actually was due hereunder for such month (regardless of when such adjustment is made), including if Comcast is entitled to any credit or reduction in the Fee pursuant to the terms of this Agreement, then Comcast shall have the right to set off against any amounts then or thereafter due to Studio an amount equal to such excess or reduction.

6 10.2. Payment. The Total Fees payable hereunder for each calendar month shall be due forty-five (45) days after the end of such calendar month. Unless and until Comcast is otherwise notified by Studio, all payments due to Studio hereunder shall be made either (a) by wire transfer/ACH to Studio at Mellon Client Services Center; 500 Ross Street, Room 154-0940, Pittsburgh, PA 15262-0001; ABA Routing #: 043000261; Account #: 0090632; Account Name: Culver Digital Distribution Inc.; Account Address: Culver City, California; or (b) by corporate check or cashier’s check sent to Studio in immediately available funds as follows: c/o Culver Digital Distribution Inc., Dept. 1101, P.O. Box 121101, Dallas, Texas 74312-1101; Reference: Comcast (as appropriate).

1 10.3. Interest. Without limiting any of Studio’s rights or remedies hereunder, any License Fees not paid by the deadlines specified herein shall bear interest at an annual rate equal to 110% of the prime lending rate of J.P. Morgan Chase (or the maximum rate permitted by applicable law, if lower).

11. Delivery of Materials. Studio shall deliver or otherwise make available to Comcast at least 30 days prior to the Availability Date for each Included Program an encoded digital file of such Included Program for distribution on the Licensed Service, (“Copy”), together with Advertising Materials and music cue sheets. Copies provided by Studio will be of industry standard audiovisual quality for VOD and/or DHE, as applicable, and based on Studio’s pre-determined specifications as described in Schedule F, and any costs related thereto shall be borne by Studio. For each Included Program for which a Copy is supplied, Comcast shall pay to Studio a servicing fee (“Servicing Fee”) of: (i) $659 for each HD Feature Film and $395 for each SD Feature Film, (ii) $400 for each HD Television Episode that is one broadcast hour, $249 for each SD Television Episode that is one broadcast hour, $228 for each HD Television Episode that is one-half broadcast hour and $152 for each SD Television Episode that is one-half broadcast hour; provided however, that if Comcast acquires both HD and SD rights to the same Included Program hereunder, Comcast may order only the HD Copy and down-res it for SD exhibition, in which case it shall only be billed for the HD Copy. For clarity, a Servicing Fee shall be payable by Comcast solely with respect to the initial delivery of the Copy for any Included Program. Studio shall deliver an invoice from time to time with respect to the Servicing Fees due and payable hereunder, and Comcast shall make such payment to Studio within forty-five (45) days after the delivery of such invoice. Comcast will have the right to format, digitize, compress, encode, encrypt, copy, store and otherwise technologically modify the Included Programs and Advertising Materials as reasonably necessary for distribution hereunder; provided, that an average viewer’s perception of the video and audio portions of the Included Programs and Advertising Materials is not materially diminished thereby as compared to the quality of such content as received by Comcast from Studio (provided, however, that the foregoing will not be deemed to prohibit Comcast from implementing adaptive bit rate streaming or other similar methods of compression that may be necessary due to the available bandwidth of the viewer). If any materials made available by Studio are defective as determined in Comcast’s good faith reasonable judgment, Comcast will notify Studio of the existence and nature of the defect, and Studio will make reasonable efforts to provide replacement material to Comcast at Studio’s expense. If Comcast requires Copies which deviate from Studio’s specifications (“Customized Copies”), (a) Studio will issue an access letter for the appropriate materials, and Comcast will be responsible for any necessary encoding, transcoding, handling and delivery with respect to such materials at Comcast’s sole expense; (b) encoding, transcoding, subtitling and dubbing with respect to such Customized Copies shall take place at facilities approved by Studio, and all encoding, transcoding, subtitling and dubbing quality with respect to such Customized Copies is subject to Studio’s approval; and (c) Comcast shall also be responsible for concatenating applicable Studio logos (i.e., including applicable Studio logos) within such Customized Copies and any associated costs thereof. In any event, the number of Copies and Advertising Materials delivered to Comcast in connection with an Included Program shall be in Studio’s sole discretion.

Delivery of Materials. For each Included Program asset that is Selected Content and the Advertising Materials related thereto, Studio shall, at Comcast’s option, (i) deliver or otherwise make available to Comcast (or Comcast’s designee), at Comcast’s sole cost and expense, a master or mezzanine file available to Studio (or to the extent Comcast already has applicable files in-house or available to it through an authorized agent (e.g., iN DEMAND) by way of an existing agreement(s) with Studio, Comcast, at its own cost and expense, may access those files for this purpose; provided, however, Studio may provide written notice to Comcast of any such files that may not be used for distribution on a DHE basis); (ii) authorize Comcast or an approved third-party vendor acting on Comcast’s behalf to create a master for each Selected Content asset at Comcast’s cost; or (iii) have such Selected Content asset transported to Comcast at Comcast’s cost via a transport agent selected by Studio (provided Comcast is already accepting content from such transporter) in the CableLabs specifications, and/or at Comcast’s request, as set forth at , or such other reasonable specification mutually agreed upon. For clarity, any cost charged to Comcast shall be actual, out-of-pocket costs incurred by Studio which are passed through to Comcast without any mark-up to such costs by Studio. Studio shall deliver or make available a closed-caption file in the .scc format (or such other mutually agreed format) for each Included Program asset that is Selected Content (to the extent required by any applicable law, rule or regulation) as part of the Selected Content assets and associated Advertising Materials to be provided in accordance with and as set forth above in this Section 13. All costs incurred in connection with the creation of closed-caption files that Studio delivers or otherwise makes available shall be borne solely by Studio, all other direct, out-of-pocket costs of providing the materials, including those relating to mastering, duplication, delivery, receiving, encoding, ingestion, return, insurance and marketing shall be borne by Comcast. Without limiting the foregoing, Comcast shall have the right, at its sole cost and expense, to create a closed-caption file for each Selected Content asset. Except as otherwise may be agreed to by the parties, Studio shall deliver or make available all Selected Content assets to Comcast free of any embedded advertising, promotions and/or sponsorship material. Studio shall (i) deliver or make available each Selected Content asset that Comcast so designates as Selected Content in accordance with Section 7.1 no later than thirty (30) days following such designation by Comcast and (ii) deliver or make available each Selected Content asset that Comcast has an obligation to distribute pursuant to Section 8.1 no later than thirty (30) days prior to the Availability Date for such asset.

12. Materials Return.

10 12.1. Return of Materials Upon Termination. Within thirty (30) days following the expiration or termination of this Agreement (or the end of the Continued Access Period), Comcast shall (or shall cause Comcast Subcontractors to, as applicable) at Studioupon Studio’s written request (email request shall suffice) at Comcast’s election either return all Copies to Studio or erase or degauss all such copies from Comcast’s (or Comcast Subcontractors) servers and databases (including disabling Digital Locker Functionality with respect to all Included Programs); and supply Studio with a certification to such effectSelected Content assets). Subject to this Section 12, in the event the Agreement is terminated for any reason, upon expiration of the Term,14, upon Studio’s request pursuant to a Suspension Notice, and, with respect to any Included Programa particular Selected Content asset, if such Included Programasset and its associated features and functionalities have been completely and permanently withdrawn from the Licensed Service, Comcast shall (or shall require Comcast Subcontractors to, as applicable) (i) within seven (7) days ofas promptly as practicable after such termination or withdrawal, as applicable, return, destroy, delete or disable at StudioComcast’s election, all Copies and Advertising Materials in its (or Comcast Subcontractors’, as applicable) possession and provide Studio with a certificate of return or destruction (as applicable), signed by a senior programming officer; and (ii) permanently disable Digital Locker Functionality for such Selected Content asset for all Customers atas promptly as practicable after the end of the Continued Access Period.

11 12.2. Loss, Theft, Destruction. Upon the loss, theft or destruction (other than as required hereunder) of any Copy of an Included Programa Selected Content asset, Comcast shall as promptly as practicable furnish Studio with notification of such a loss, theft or destruction in writing setting forth the relevant facts thereof.

12 12.3. Studio’s Property. Each Copy of the Included Programs and all Advertising Materials are the property of Studio, subject only to the limited right of use expressly permitted herein, and Comcast shall not permit any lien, charge, pledge, mortgage or encumbrance to attach thereto.

13. [[Taxes.

14 13.1. Sales Tax. At least forty-five (45) days prior to the Availability Date for each Included Program (or Sales Taxes. All prices and payments mentioned in this Agreement are exclusive of and unreduced by any applicable national, regional, or local sales, use, value added, or similar taxes (“Sales Taxes”). Where applicable law requires, Studio will add any relevant Sales Taxes to its invoices, and Comcast will pay such taxes without deduction of any kind. Where applicable law requires Comcast to self-assess or reverse-charge Sales Taxes, Comcast shall be solely responsible for complying with such law. If Comcast provides to Studio a valid Sales Tax exemption certificate, then Studio shall not collect the taxes covered by such certificate. The parties agree that as of the Effective Date, based on the original contracting parties, currently applicable law may not impose Sales Taxes on the License Fees. However, this conclusion could be affected by changes in the contracting parties or applicable law. Insofar as it is later determined that currently applicable law does impose Sales Taxes on License Fees, Studio shall accept valid exemption certificates from Comcast, and Studio shall not collect taxes covered by such certificates regarding License Fees due after Studio’s receipt of such certificates.. In the event of a tax audit or inquiry of Studio regarding Sales Taxes on License Fees due prior to receipt of such certificates, Studio shall timely coordinate with Comcast to allow the production of exemption certificates that may mitigate or minimize assessments for applicable periods.

15 13.2. Withholding TaxesTax. All prices and payments stated herein shall be exclusive of and made free and clear of and without deduction or withholding for or on account of any tax, duty or other charges, of whatever nature imposed by any taxing or governmental authority, unless such deduction or withholding is required by applicable law, in which case Comcast shall: (i) withhold the legally required amount from payment; (ii) remit such amount to the applicable taxing authority; and (iii) within the time required by applicable law, deliver to Studio original documentation or a certified or substantially equivalent copy evidencing such payment (“Withholding Tax Receipt”). In the event Comcast does not provide a Withholding Tax Receipt in accordance with the preceding sentence, Studio shall dispute failure to produce pursuant to the resolution process outlined in Section 29.7. The parties agree that as of the Effective Date, based on the original contracting parties, currently applicable law does not require withholding on payments from Comcast to Studio. However, this conclusion could be affected by changes in the contracting parties or applicable law. If Comcast’s assignment causes an increased rate of tax withholding or deduction to apply to the payments to Studio, then the gross amount payable by Comcast to Studio shall be increased so that after such deduction or withholding, the net amount received by Studio will not be less than Studio would have received had Comcast not made the assignment.

16 13.3. Other TaxesTax. Except as otherwise provided in this Agreement, Comcast shall be solely responsible to determine, collect, bear, remit, pay, and hold Studio forever harmless from and against, taxes (including interest and penalties on any such amounts, but excluding Studio’s corporate income tax), payments or fees required to be paid to any third party, levied, or based upon the licensing, rental, importation, delivery, exhibition, possession, distribution or use hereunder to or by Comcast of the Included Programs or any print, Copy or Advertising Materials of or related to an Included Program. Notwithstanding other provisions herein and for the avoidance of doubt, Comcast shall not have any obligation to pay Studio or hold Studio harmless from any income, franchise, property, excise, gross receipts or similar taxes imposed on Studio’s net income, net worth, property or revenue, and such taxes shall not be listed separately on Studio’s invoices to Comcast.]] [[NTD: Under review by Comcast tax group]]

Content Breaches. If, for any reason, Comcast determines that any Included Program includes programming (including advertisements, promotional material, interactive applications and/or features) that deviates from the content limitations or any other provisions herein (a “Program Content Breach”), Comcast shall have the right, in its sole discretion, (i) to discontinue exhibition and/or sale of the applicable Included Program on any or all Systems and/or any Comcast Services; and/or (ii) to receive credit against all Fees charged for Customer Transactions of the applicable Included Program. Studio shall reimburse Comcast for any and all reasonable, direct out-of-pocket costs reasonably incurred by Comcast in connection with the withdrawal of any Included Program due to Program Content Breaches.

14. Advertising, Marketing and Promotions. Comcast shall have the right to market and promote the Included Programs in accordance with this Section 17.

19 14.1. Promotions. Without limiting any other provision hereof, Comcast shall have the right to market and promote the Included Programs in accordance with this Section 13.

20 14.1.1 If Studio establishes, and provides, or makes available, to Comcast in writing, a date for itsall DHE distributors prior to which no marketing or promotion may occur for any title (“Announce Date”), Comcast may not “pre-promote” such Included Program prior to such Announce Date, to include, without limitation: (a) solicit any pre-orders for such Included Program; (b) advertise referencing price or release date of such Included Program; or (c) use any images or artwork for such Included Program. Violation of this provision shall constitute a material breach of the Agreement. If no Announce Date is specified or made available in writing by Studio, Comcast shall not pre-promote any Included Program more than thirty (30) days prior to its Availability Date unless otherwise directed by Studio and in no event may Comcast promote any Included Program prior to receiving an Availability Notice for such Included Program.

1 14.1.2 Comcast shall use any marketing, promotional and advertising materials provided by Studio in a manner consistent with the following:

1 (A) If any announcement, promotion or advertisement for a Included Program is more than ten (10) days in advance of such program’s Availability Date, Comcast shall only announce and/or promote and/or advertise (in any and all media) its future availability on the Licensed Service by referring to its specific Availability Date. By way of example, in such case “Coming to ______ September 10” would be acceptable, but “Coming soon on _______” would not be acceptable; or

2 (B) If any announcement, promotion or advertisement for a Included Program is ten (10) or fewer days in advance of such program’s Availability Date, Comcast shall have the right to announce and/or promote and/or advertise (in any and all media) its future availability by referring generally to its upcoming availability or referring to its specific Availability Date. By way of example, in such case both “Coming to _______ September 10” and “Coming soon on _______” would be acceptable.

2 14.2. Advertising Restrictions. The Licensed Service may not be advertising supported or sub-distributed, co-branded, syndicated, “white labeled” or “powered” (e.g., “Yahoo! Video powered by Comcast”). Comcast shall have the right to use or authorize the use of written summaries, extracts, synopses, photographs, screen grabs, key art and Trailers prepared and provided or made available by Studio or, if not prepared by Studio, approved in writing in advance by Studio (“Advertising Materials”), solely for the purpose of advertising, promoting and publicizing the exhibition of the Included Programs on the Licensed Service and the right to advertise, publicize and promote, or authorize the advertising, publicity and promotion of the exhibition of any Included Program on the Licensed Service in all media during the time periods set forth below, and subject to the other restrictions specified below:

1 14.2.1 Comcast may promote the upcoming exhibition of an Included Program on the Licensed Service in printed materials not earlier than thirty (30) days prior to the Availability Date of such Included Program.

2 14.2.2 Comcast shall have the right to promote the upcoming exhibition of each Included Program to the general public and on the Licensed Service, whether directly or indirectly, in all other media (including, without limitation in online advertisements, email newsletters, television and radio promotions) during the period starting thirty (30) days before such Included Program’s Availability Date. Without limiting the foregoing, Comcast shall not promote any Included Program to the general public fewer than fifteen (15) days after such Included Program’s home video street date in the Territory, as notified by Studio.

21 Notwithstanding the foregoing, with respect to each Included Program that is Selected Content, Studio will not authorize or permit the promotion in the Territory of any other distribution on a DHE basis of such Included Program prior to the dates on which Comcast may promote its distribution on a DHE basis. Studio shall be deemed not to have violated the provisions of the foregoing sentence if the promotion or exhibition of such Included Program occurs (a) for an Included Program for which Comcast was offered the opportunity to license such asset but declined; (b) in connection with distribution in a hotel or other non-residential (including non-theatrical) distribution (e.g., airplane, cruise ship, hospital) on a DHE basis in the Territory; or (c) outside of the Territory.

22 Advertising.

23 14.3. Comcast (i) shall fully comply with all third party restrictions furnished in writing with reasonable advance notice to Comcast with respect to materials used by Comcast in connection with this Section 13 (including size, prominence and position) and (ii) shall not use the same so as to constitute an endorsement, express or implied, of any party, product or service, including, without limitation, the Licensed Service, nor shall the same be used as part of a commercial tie-in. AnyThe Licensed Service may not be advertising supported or sub-distributed (other than as specifically provided herein), syndicated (it being agreed by the parties that provision of the Licensed Service to third-party platform owners (e.g., Xbox) shall not be considered syndication), or “white labeled”. Comcast shall have the right (i) to use or authorize the use of written summaries, extracts, synopses, photographs, screen grabs, key art and trailers prepared and provided or made available by Studio or otherwise approved in writing in advance by Studio (“Advertising Materials”), solely for the purpose of advertising, promoting and publicizing the exhibition of the Included Programs on the Licensed Service; and (ii) to advertise, publicize and promote, or authorize the advertising, publicity and promotion of the exhibition of any Included Program on the Licensed Service in all media (including, without limitation in online advertisements, email newsletters, television and radio promotions) during the period starting thirty (30) days before such Included Program’s Availability Date. Comcast shall have the right to create advertising or promotional material created by Comcast that incorporate Included Programs, anythat incorporate Included Programs; provided, that Comcast shall submit all such materials to Studio for Studio’s prior approval (which approval shall not be unreasonably withheld or delayed) (it being acknowledged and agreed between the parties that advertising and promotional materials created by Comcast that are substantially similar to any materials previously approved by Studio shall not require separate prior approval by Studio). Any promotional contests to be conducted by Comcast that incorporate Included Programs, and any sponsorship of any Included Program (as distinguished from the standard practice of selling commercial advertising time) shall require the prior written consent of Studio.

1 14.4. The rights granted in this Section 13 shall be subject to, and Comcast shall comply with, any and all restrictions or regulations of any applicable guild or union and any third party contractual provisions with respect to the advertising and billing of the Included Program in accordance with such instructions as Studio may advise Comcast in advance in writing. With respect to an Included Program, Studio shall provide Comcast with any and all promotional materials, Trailers and television spots where cleared and available.

24 With respect to an Included Program, Studio shall make available to Comcast any and all Advertising Materials and other promotional materials, trailers and television spots related thereto. To the extent Studio provides to Comcast any print and video promotional materials related to Comcast’s distribution of Included Programs on a transactional VOD basis, Comcast may use such promotional materials to promote Comcast’s distribution of such Included Programs on a DHE basis.

25 If Studio promotes (i) the distribution of any New Release with U.S. domestic box office results of Ten Million Dollars ($10,000,000) or more on an DHE basis; and/or (ii) the distribution of any Included Program asset on a DHE basis in the Territory and such promotion includes the brand and/or logo of any other distributor(s) of such Included Program asset, then, in the case of both clause (i) and (ii), Studio shall (a) include and display the Comcast/Xfinity logo in such promotion(s) (in the case of clause (ii), in at least as favorable a manner (e.g., logo size, positioning) as that provided to any other distributor(s)); and (b) shall submit such promotions to Comcast for its prior approval (which approval shall not be unreasonably withheld or delayed).

26 Advertising/Promotion Restrictions.

27 14.5. Notwithstanding the foregoing,Comcast shall fully comply with all reasonable restrictions (including requirements regarding screen and advertising credits and/or restrictions or regulations of any applicable guild or union and any third party contractual provisions) that are timely provided in writing to Comcast and are: (a) imposed on Studio, and (b) uniformly imposed by Studio on all other distributors. All such restrictions shall be provided to Comcast as early as commercially practicable. Any advertising or promotional material created by Comcast that incorporate Included Programs, any promotional contests to be conducted by Comcast that incorporate Included Programs, and any sponsorship of any Included Program (as distinguished from the standard practice of selling commercial advertising time) shall require the prior written consent of Studio. Comcast shall not, without the prior written consent of Studio, (ax) modify, edit or make any changes to the Advertising Materials except (A) to remove theatrical date or home video (or similar) references to the extent required for the applicable media, or (b; and (B) for customization of such materials so long as, in Comcast’s reasonable judgment, such customization do not misrepresent or mischaracterize the storyline, plot or characterizations contained in the applicable Included Program; or (y) promote the exhibition of any Included Program by means of contest or giveaway. Appropriate copyright notices shall at all times accompany all Advertising Materials. (unless approved by Studio).

28 14.6. The names and likenesses of the characters, persons and other entities appearing in or connected with the production of Included Programs shall not be used separate and apart from the Advertising Materials which will be used solely for the purpose of advertising of the exhibition of such Included Programs, and no such name or likeness shall be used so as to constitute an endorsement or testimonial, express or implied, of any party, product or service, by “commercial tie-in” or otherwise (unless Comcast has received the requisite authorization from Studio and/or such person(s) or party(ies) for such endorsement, testimonial). Comcast shall not use Studio’s name or logo or any Included Program or any part of any Included Program as an endorsement or testimonial, express or implied, by Studio, for any party, product or service including Comcast or any program service or other service provided by Comcast. Subject to the prior written approval of Studio, Comcast may use Studio’s name and logo for promotional purposes on the Licensed Service, and in connection with marketing and promotional activities; provided, that the parties acknowledge that as a result of use of Advertising Materials and other promotional materials as permitted in this Agreement, such use may also indirectly promote the Licensed Service.

1 14.7. Notwithstanding the restrictions contained herein, Comcast may request, and Studio shall consider in good faith, the inclusion of one or more clips from an Included Program to be included in a promo for the Licensed Service generally. Any inclusion of any such clip shall be subject to all restrictions provided by Studio to Comcast in advance in writing.

29 14.8. Within thirty (30) calendar days after the last day TermUpon Studio’s reasonable request, Comcast shall destroy all Advertising Materials for such Included Program which have been supplied by Studio hereunder except for one (1) copy of each Included Program that has an additional License Period pursuant to any other agreement between the parties within 1 year of the close of the Term hereunder.any Included Program which are then in Comcast’s possession.

1 14.9. Studio shall work in good-faith with Comcast to design and implement promotions.

2 14.10. Marketing. Comcast and Studio shall work in good faith to agree to a marketing program to promote the availability of the Licensed Service and UV Included Programs on a UV basis on the Licensed Service. Mutual agreement on the such marketing plan shall be a condition precedent to the rights granted herein.

3 14.11. UV Logo; Placement. Comcast shall ensure that the UV logo (which logo shall link to the ) (the “UV Logo”) is prominently featured in such marketing and promotional materials as agreed between the parties. Without limiting the foregoing, Comcast shall (a) with respect to those pages that enable consumers to set-up his/her Licensed Service Account, use commercially reasonable efforts to also (i) include a link to the UV Account creation page located at (the “UV Account Set-Up Link”) and (ii) invite users (who have already created UV Accounts) to complete the UV Licensed Service Accounts Linking Process; (b) on the various home pages of the Licensed Service, include the UV Logo, UV Account Set-Up Link and a link to an educational page about UltraViolet to be created by Comcast (such page to also include the UV Account Set-Up Link and instructions on how to complete the UV Licensed Service Accounts Linking Process); (c) on the product detail page of every Included Program, include the UV Logo and UV Account Set-Up Link; and (d) promote UltraViolet through quarterly email blasts to members in Comcast’s marketing database (including all Standard DHE Customers) that detail the benefits of UltraViolet and include the UV Logo, the UV Account Set-Up Link and instructions on how to complete the UV Licensed Service Accounts Linking Process. The parties shall agree upon the execution and timing of such obligations set forth in this Section 13.11.

30 UV Identification. Comcast shall ensure that Selected Content assets that Comcast makes available for sale on a DHE basis as UV Included Programs are denoted as UltraViolet (or UV) programs.

14.12. Display. With respect to the user display of Included ProgramsSelected Content on the Licensed Service (e.g., “My Videos”, “Media Library”):

32 14.12.1 Basis of Availability. The Licensed Service must provide a locker view where titles are segregated between those acquired and viewableclearly indicate the basis on which a title is available (e.g., viewable and available for purchase on a DHE basis (including Included Programs) and those acquired andSelected Content) versus viewable and available on a non-DHE basis (e.g., VOD, Netflix queue)).

33 14.12.2 Box Art. With respect to non-transactional title displays on the Licensed Service, box art of Included ProgramsSelected Content may only be displayed if an option to purchase such Included ProgramsSelected Content asset is also offered to the user; provided, however, that the option to purchase the Included Programsuch Selected Content asset may exist on a separate page or location from the location on which the box art is displayed.

34 14.12.3 HD and SD. The DHE title display must clearly indicate whether the user’s rights with respect to each title are for HD or SD exhibition.

1 14.13. UV Incentives.

1 14.13.1 Following Comcast’s announcement that they will become a Retailer, Studio shall pay to Comcast $1,000,000 (the “UV Incentive”) to be used towards the marketing of the Licensed Service or Sony EST/UV titles using marketing tactics to be agreed by the Parties [Timing of payment TBD per mutual agreement after review of marketing materials and plan]; provided, however, if Comcast fails to complete UV Integration by December 31, 2014, Comcast shall pay back to Studio $250,000 of the UV Incentive as of January 1, 2014 and by a further $250,000 for every quarter thereafter during which Comcast has failed to complete UV Integration until such time as the full UV Incentive has been repaid to Studio.

2 14.13.2 If Comcast creates 500,000 new UV Accounts (which are linked to a Comcast Account) during the first twelve (12) months after UV Integration, Studio will pay Comcast an incremental $250,000 at the end of the twelve (12) month period.

15. Ratings. If Studio provides Comcast, in writing, with the MPAA or TV Parental Guidelines rating information (“Rating Information”) for a particular Included Program, then Comcast shall display such Rating Information on the Licensed Service for each Included Program in the following manner: (a) the applicable Rating Information icon(s) (with, to the extent that the Licensed Service is accessed via a website or application on an Internet browser-supporting Approved Device, a link to the reasons behind each such rating, if applicable, if such reasons are provided by Studio in writing (e.g., “Rated PG-13 for some violence”)) must be displayed in full on the main product page for such Included Program within the Licensed Service alongside other basic information for such Included Program such as, by way of example, run time, release date and copyright notice, and such information must be displayed before a Customer Transaction is initiated; and (b) once a Customer Transaction has been completed, each time the Included Program is listed in a menu display of the Customer’s movie library within the Licensed Service, the applicable Rating Information icon(s) for the Included Program must be accessible on such menu display and/or on a product details page accessible therefrom. In addition, the Licensed Service must implement parental controls that allow a Customer with password-protected access to the Licensed Service to restrict users of that Account from completing a Customer Transaction for Included Programs or viewing promotional previews permitted by Studio for Included Programs that do not carry a specific rating (e.g., restrict access to Included Programs that carry any rating above “G” or its equivalent in the Territory).

1 15.1. With respect to all Included Programs distributed by Comcast pursuant to this Agreement, Comcast shall, to the extent that the Licensed Service is accessed via an Internet browser-supporting Approved Device, display the following anti-piracy warning in the file attributes, “Properties” or similar summary information screen for each Included Program: “Criminal copyright infringement is theft. It is investigated by federal law enforcement agencies at the National IPR Coordination Center including Homeland Security Investigations and is punishable by up to 5 years in prison and a fine of $250,000. For more information, please visit .” In addition, if at any time during the Term (i) Comcast implements functionality as part of the Licensed Service that enables the inclusion of a law enforcement warning or similar anti-piracy message that is played back or otherwise displayed before the start of a movie, and/or (ii) distributes motion pictures that include a law enforcement warning or similar-anti piracy message that plays back before the start of a movie, then Studio shall have the option of including a comparable law enforcement warning or other anti-piracy message in the same manner with respect to the Included Programs distributed by Comcast hereunder, provided that the content and design of such message shall be reasonably determined by Studio.

2 15.2. If, at any time during the Term, (i) a rating agency in the Territory with jurisdiction over Comcast issues updated rules or otherwise requires the display of the Rating Information for digitally-distributed motion pictures in a manner different than the requirements set forth in Section 14.1 above, and/or (ii) any governmental body with authority over the implementation of the so-called “Anti-Piracy Warning” requires that such warning be implemented in a manner different from the manner set forth in Section 14.1 above, then Studio shall provide written notice to Comcast of such new requirements and Comcast shall comply with those requirements as a condition of continuing to distribute Included Programs pursuant to this Agreement. In the event Comcast does not promptly comply with updated instructions issued by Studio pursuant to this Section 14.2, Studio, shall have the right, but not the obligation, to withdraw the affected Included Program(s), until such time as Comcast comes into compliance (at which time such withdrawal shall immediately terminate and Studio’s obligation to make the affected Included Program(s) available on the Licensed Service shall immediately resume), upon written notice to Comcast if Studio reasonably believes that Comcast’s continued distribution in a manner that does not comply with the updated instructions will violate the material terms of any written agreement or other material requirement imposed on Studio by any rating agency or governmental body administering the use of such information or warning, as applicable.

16. Content Protection & Security. [Sony Reviewing]

1 16.1. General. Comcast shall, and shall require each System to, put in place secure and effective security systems, procedures and technologies designed to prevent theft, pirating and unauthorized exhibition (including, without limitation, exhibition to non-Authorized Subscribers and exhibition outside the Territory), unauthorized copying or duplication of any video reproduction or compressed digitized copy of any Included Program that are Generally Accepted in the Industry. Comcast shall, at Comcast’s expense, and shall require each System to, at each System’s expense, maintain and upgrade such security systems, procedures and technologies (including, without limitation, encryption methods); provided, that such upgrades are Generally Accepted in the Industry. Comcast shall, at Comcast’s expense, and shall require each System to comply with Studio’s commercially reasonable specifications concerning for the storage and management of its digital files and materials for the Included Programs and, in any event, provide Studio with no less effective or robust storage and management arrangements than those Generally Accepted in the Industry. The parties agree that DRM for the Included Programs shall be set to “copy never.” In the event Studio embeds, encodes or otherwise inserts, or if applicable, associates content protection or identification information (“Content ID Information”) in or with the Included Programs prior to delivery to Comcast, Comcast shall, and shall cause each System to, “pass through” such Content ID Information without alteration, modification or degradation in any manner, provided that Studio shall not include in any Included Program any Content ID Information (i) which impairs the audiovisual quality of the exhibition of any Included Program in a way that is perceptible by the average viewer, (ii) which is not technically compatible with the equipment, software and/or systems of the Licensed Service, and/or (iii) which result in any costs to Comcast. Studio agrees that the Content ID Information shall be deployed in good faith. If such Content ID Information is altered, removed, modified or degraded as a result of the distribution of such Included Program by Comcast and/or any System in the ordinary course of their respective operations, such alteration, modification or degradation shall not constitute a breach of this Section 15.1. Comcast shall not, and shall require that each System does not, authorize any use of any video reproduction or compressed digitized copy of any Included Program for any purpose other than as is expressly permitted herein. Studio or its representative shall have the right to inspect and review Comcast’s and each System’s security systems, procedures and technologies (“Security Systems”) at Comcast’s and each System’s places of business (including off-site facilities (provided, that if any such off-site facilities are owned by third parties, such review shall only be permissible if granted by such third parties; provided, that Comcast shall use reasonable efforts to secure such permission), if any, used by Comcast) as Studio deems necessary for a reasonable period of time not to exceed ten (10) Business Days during Comcast’s and each System’s regular business hours, in a manner that does not unreasonably disrupt Comcast’s or such System’s business; provided that Studio provide Comcast or the applicable System with ten (10) Business Days prior written notice of its intent to inspect Comcast’s places of business. Comcast shall provide to Studio upon request a certification from an authorized officer of a System that such System is in compliance with the security provisions of this Agreement. Studio agrees that no System shall be inspected or reviewed more than once in any twelve month period. For purposes of this Section 15.1, “Generally Accepted in the Industry” shall mean utilized by no fewer than three of the top five of the other DHE distributors in the Territory, as determined by market share, that deliver to Approved IP Devices via the Internet utilizing Windows DRM, Silverlight, Adobe or Move Networks DRM, or Widevine; provided, that in the event Comcast utilizes technologies, methods or other protections as of the date hereof or hereafter (including pursuant to other agreements by and between Studio and Comcast) that are greater than what is Generally Accepted in the Industry, Comcast agrees that it shall not reduce or eliminate any such protections to conform to what is Generally Accepted in the Industry.

Ratings; Copyright Information. If Studio provides an MPAA content advisory rating for a Selected Content asset or appropriate and consistent content advisory information for an unrated Selected Content asset, in addition to transmitting such advisory to the Customer as part of such asset, Comcast shall make such advisory accessible on the storefront of the Licensed Service or on an asset-level view. Studio shall be responsible for determining rating status.

38 Copyright. Specifically, each Selected Content asset shall be transmitted and exhibited with whatever copyright notices and/or other legal notices (including an appropriate FBI notice) that are contained in the file made available to Comcast (or its designee) by Studio pursuant to Section 13 for such Selected Content asset, and Comcast shall not, and shall not authorize or permit, directly or indirectly, any third party to, delete or tamper with the exhibition of such notices or knowingly defeat, impair or alter any watermarks in any Selected Content.

39 [[NTD: Removing since Comcast already reps to its compliance with laws in Reps and Warranties.]]

Suspension.

41 16.2. Suspension Notice. Comcast shall notify Studio promptly upon learning of the occurrence of any Security Breach or Territorial Breach, and shall provide Studio with specific information describing the nature and extent of such occurrence. Studio shall have the right to suspend the availability (“Suspension”) of all (but not some) of the affected Included Programs on the Licensed Service at any time during the Avail Term during an Security Breach or Territorial Breach by delivering written notice to Comcast of such suspension (“Suspension Notice”) and such suspension shall begin as soon as commercially practicable, but in any event within 5 Business Daysfive (5) business days from receipt of such Suspension Notice; provided, for the avoidance of doubt that Studio shall exercise such right as against Comcast only insofar as Studio exercises such right fairly against all Other SVOD Distributorsother DHE distributors in the Territory delivered services using the same compromised security solution/DRM for Comparable Pictures and comparable windows (i.e., unless such other service(s) have implemented additional security measures/DRMs that mitigate the Security Breach or Territorial Breach giving rise to the Suspension) and such Suspension Notice shall only be effective if it contains with reasonable specificity the reasons for such Suspension. Upon receipt of a Suspension Notice, Comcast shall have the right to provide Studio with evidence, if any, that the DRM, DRM configuration or other security measures in use by Comcast are more effective than those used for Studio’s suspended content. Studio shall promptly review such evidence and initiate discussions/further inquiries with Comcast as may be necessary, and shall have ten (10) calendar days from the full receipt of such evidence in which to respond. If after such review, Studio determines that Comcast’s DRM, DRM configuration or other security measures are not sufficiently effective to mitigate the Security Breach or Territorial Breach giving rise to the Suspension, Studio shall so notify Comcast in writing, and Comcast shall take steps immediately to remove the Included Programs or make the Included Programs inaccessible from the Licensed Service as soon as commercially feasible (but in no event more than ten (10) calendar days after receipt of such notice or, if applicable, such response).

42 16.3. Reinstatement/Termination. If the cause of the Security Breach that gave rise to a Suspension is corrected, repaired, solved or otherwise addressed in the sole, good faith judgment of Studio, the Suspension shall immediately terminate upon Studio’s delivery to Comcast of a notice thereof (“Reinstatement Notice”) (which notice shall not be unreasonably withheld or delayed) and Comcast’s obligation or right to make the Included Programs available on the Licensed Service shall resume as soon as reasonably practicable. For clarity, no period of Suspension shall extend the Avail TermContinued Access Period in time, and upon a notice that a Suspension has ended, the Avail TermContinued Access Period shall end as otherwise provided herein. As soon as practicable after the delivery of a Reinstatement Notice to Comcast, Comcast shall include the Included Programs on the Licensed Service as otherwise required hereunder. If more than two Suspensions occur during the Avail Term for any reason under any provision of this Agreement, or any single Suspension lasts for a period of three months or more, Studio shall have the right, but not the obligation, to terminate this Agreement by providing written notice of such election to the Comcast.

43 16.4. Obligation to Monitor. Comcast shall have the obligation to notify Studio promptly of any Security Breaches or Territorial Breaches of which it becomes aware.

1 16.5. Content Protection Requirements and Obligations. With respect to the transmission of Included Programs to Approved Devices and the exhibition of Included Programs thereon, Comcast shall at all times strictly comply, and shall require that each System at all times complies, with the Content Protection Requirements and Obligations attached hereto as Schedule B and incorporated herein by this reference.

17. Trademark Ownership.

45 17.1. Studio Marks. Comcast acknowledges that, as between the parties, the names “Sony Pictures” and “Sony Pictures Home Entertainment” and _____________ (the “Studio Marks”) are the exclusive property of Studio and that Comcast has not and will not acquire any proprietary rights thereto by reason of this Agreement. Comcast shall submit to Studio for Studio’s prior approval (which approval shall not be unreasonably withheld or delayed) all promotional and/or advertising material (other than materials prepared by Studio, including those materials provided by Studio pursuant to Section 1321) relating to the Included ProgramPrograms that include any Studio Marks before Comcast exhibits, publishes or otherwise disseminates such material. [Notwithstanding the foregoing, Comcast’s use of the Studio Marks in routine promotional materials such as bill stuffers or program guides shall not require prior approval as long as such Studio Marks have been taken from logo sheets or other materials supplied by or previously approved by Studio and/or are consistent with the examples of the Studio Marks and restrictions set forth on Exhibit B.]

46 17.2. Comcast Marks. Studio acknowledges that, as between the parties, the names “Comcast” and “Xfinity,” the Comcast concentric “C” logo, the “NBC peacock” logo and any logos and variations incorporating the same (the “Comcast Marks”) are the exclusive property of Comcast, and Studio has not and will not acquire any proprietary rights thereto by reason of this Agreement. [Notwithstanding the foregoing, Studios’s use of the Comcast Marks in routine promotional materials shall not require prior approval as long as such Comcast Marks have been taken from logo sheets or other materials supplied by or previously approved by Comcast and/or are consistent with the examples of the Comcast Marks and restrictions set forth on Exhibit B.]Other than as set forth in Section 17.2.3, Studio shall not have the right to use the Comcast Marks or variations thereof, except at the times and in a manner expressly approved in writing by Comcast in each instance.

18. Cutting, Editing and Interruption. Comcast shall not make, or authorize any others to make, any modifications, deletions, cuts, alterations or additions in or to any Included Program without the prior written consent of Studio, except as expressly permitted herein. For the avoidance of doubt, no panning and scanning, time compression or so-called “up-conversion” or “down-conversion” (except solely as necessary to optimize the appearance of an Included Program on an Approved Device and except as set forth in Section 13) and similar modifications shall be permitted. Without limiting the foregoing, Comcast shall not delete the copyright notice or credits from the main or end title of any Included Program or from any other materials supplied by Studio hereunder. No exhibition of any Included Program hereunder shall be interrupted for intermission, commercials or any other similar commercial announcements of any kind, and none of Comcast, Studio or any third party shall be permitted to insert any commercial messages or promotions before, after or into any Included Program; provided, that for sake of clarity, (i) the exhibition of each Included Program may be preceded and/or followed by a production card which indicates the applicable Licensed Service Brand; andbrand; (ii) the exhibition of each Included Program may be preceded by a video clip consisting of (a) the Licensed Service brand (which may also include a “category open”, i.e., in which the “mood” and/or the category of the Included Program is included), for so long as each System that is also an owner/operator of Comcast uses [“Vutopia”] as its Licensed Service brand, and (b) a promotional asset for: (x) the Licensed Service generally or (y) one or more categories and titles that are then-currently available for viewing on the Licensed Service, which video clip may be up to thirty (30) seconds in length (in the aggregate) and may not include any paid advertising, and none of the above actions shall; and (iii) customary overlays, underlays, “squeeze-backs,” and/or split screens (e.g., for the display of a “guide,” instant messaging, chat, email, caller identification or similar media functionality) shall not be a violation of this Section 17.22.

19. Reports; Audits.

49 19.1. Reports. Within forty-five (45) days after the end of each calendar month during the Term, Comcast (and/or an affiliate or agent of Comcast) shall send to Studio a statement that sets forth the Total Fees which isare due and payable for such calendar month (calculated in accordance with Exhibit FSection 12) and such other information as may be necessary for the computation of the Total Fees due and payable to Studio for such calendar month. The Total Fees shall be itemized in such statement to describe in detail the nature of each feemonth. At Comcast’s option, Comcast (and/or an affiliate or agent of Comcast) may send such statement to Studio together with payment of the Fee. In addition, Comcast (and/or its designee) shall provide (or, if Comcast is not reporting on behalf of all Systems, Comcast shall require the Systems) to Studio with theor make available to Studio monthly reports for the Licensed Service that include the information set forth in the Reporting Requirements chart, attached hereto as Schedule D, and incorporated herein by referenceon Exhibit F hereto; provided, that in the event Comcast provides reporting to another content provider that licenses Comparable Pictures to Comcast within a shorter period from the end of the applicable calendar month, then Comcast shall pay Studio within such shorter period. video content assets to Comcast for distribution on a DHE basis more frequently, or that contains information that is not specified on Exhibit F, Comcast shall offer to make the same reports available to Studio on the same terms and conditions (if any).

1 19.2. In the event that Comcast makes available to any other content provider reports more frequently, or that contain information that is not specified on Schedule D, Comcast shall offer to make the same reports available to Studio on the same terms and conditions (if any).

50 Report Confidentiality. All information included in any report provided by Comcast to Studio pursuant to this Section 23 shall be considered confidential information of Comcast in accordance with the terms of Section 31.

51 19.3. Third Party Recipients. Studio may appoint a third party to receive or access the data referenced in this Section 1823 for purposes of reorganizing or presenting data as requested by Studio provided that (a) Studio’s use of such designee does not cause Comcast to incur any additional costs; (b) any such designee agrees to keep such information secure and confidential,; and provide(c) Studio provides Comcast copies of agreements between Studio and such parties reflecting such parties’ obligation to keep such information secure and confidential. Studio shall also provide Comcast copies of any and all re-compilations of such information.

52 19.4. Audit. Comcast shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included ProgramsSelected Content assets and pertaining to Comcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in this Section 18.23. Upon ten (10) business days’ written notice, and no more than once per calendar year during the Term and once during the two (2) year period following the end of the Term, Studio shall have the right during business hours to audit and check at Comcast’s principal place of business, Comcast’s books and records pertaining to the accuracy of the statements and other financial information delivered to Studio by Comcast, the amount of the license fees paid or payable hereunder and Comcast’s compliance with this Agreementin the then current calendar year and immediately preceding calendar year. Any audit hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall agree to confidentiality provisions substantially similar to those set forth in Section 31). No portion of the compensation for any such audit or accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 18, the exercise by Studio of any right to audit or the acceptance by Studio of any statement or payment, whether or not the subject of an audit, shall not bar Studio from thereafter asserting a claim for any balance due, and Comcast shall remain fully liable for any balance due under the terms of this Agreement. If an examination establishes an error in Comcast’s computation of license fees due with respect to the Included Programs, Comcast shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error isStudio shall provide the results of such audit to Comcast within three (3) months of conducting the audit and any such information shall be deemed confidential information of Comcast in accordance with Section 31. Studio must make any claim against Comcast within the earlier of three (3) months after Studio or Studio's representative leaves Comcast's offices or twenty-four (24) months after the close of the earliest month that is the subject of such claim. If a claim is not made within any limitation set forth herein, then the Fee payments and all reports required hereunder shall be deemed final and incontestable, and Studio will be deemed to have forever and conclusively waived its right, whether known or unknown, to collect any shortfalls from Comcast for the period(s) audited. If a confirmed discrepancy in excess of ten percent (10%) of suchthe license fees due for the period covered by such audit is revealed by any such audit, Comcast shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentenceamount of such discrepancy, pay to Studio (i) the reasonable, documented out-of-pocket costs and expenses incurred by Studio in connection with anyfor such audit, and (ii) reasonable attorney’s fees actually incurred by Studio in enforcing the collection thereof. In the event that the rate of interest set forth in this Section 18 exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect. Any overpayment identified by such audit mayshall, at Comcast’s election, either (a) be taken as a credit by Comcast against future license fees payable hereunder, unless Comcast asks for a refund of such overpaid license fees; or (b) be paid by Studio to Comcast within thirty (30) days after completion of such audit.

20. Non-Interference; Market Research.

1 20.1. Studio shall not target and/or identify any Customers for communication without Comcast’s prior written approval (although the parties agree and acknowledge that Customers could be unintentionally included in general market research that may be conducted by Studio, as long as being a Comcast customer is not a condition precedent to participating in any such research) and shall not interfere with, and shall take all reasonable steps to prevent its officers, directors, agents and employees from interfering with, any member of the Comcast Group’s relations with its Customers or any member(s) of the Comcast Group’s government or community relations within the Territory, and Studio shall not in any way include programming, information (e.g., a “crawl”, pop-up or “placard”) in the Included ProgramPrograms that is intended to disparage any member(s) of the Comcast Group, any System, or anythe Licensed Service, or any Comcast Service or otherwise negatively portray any member(s) of the Comcast Group, any Systems, or anythe Licensed Service or any Comcast Services]; provided, however, that this provision shall not prohibit Studio from engaging in advertising or promotion for the Included ProgramPrograms or responding to viewer inquiries, provided that any such communications, advertisements and promotions are in accordance with the provisions set forth in this Agreement.

21. Studio’s Representations and Warranties. Studio represents and warrants that:

55 21.1. It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder.

56 21.2. The execution and delivery of this Agreement has been duly authorized by all necessary corporate action and Studio is under no contractual or other legal obligation that would in any way interfere with its full, prompt and complete performance hereunder.

57 21.3. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Studio, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles.

58 21.4. Studio has the right, and throughout the Term (and after the Term, as applicable,) will have the right, to grant to Comcast the rights granted herein free and clear of all liens, restrictions charges, claims and encumbrances; and each Included Program, its title and any advertising or publicity materials supplied by or on behalf of Studio in connection therewith, do not and will not contain any language or material which is obscene, libelous, slanderous or defamatory and will not, when used as permitted hereunder, violate or infringe upon, or give rise to any adverse claim with respect to, any common law or other right (including, without limitation, any copyright, trademark, service mark, literary, dramatic, music or motion picture right, right of privacy or publicity or contract right) of any Personperson, or violate any applicable law; and. As reasonably requested by Comcast, Studio shall deliver to Comcast written certifications, signed by Studio’s Chief Executive Officer, General Counsel, or any other person mutually agreed to by Studio and Comcast, of Studio’s compliance with those laws applicable to Studio and/or the Included Programs, and shall timely provide Comcast with all records necessary for Comcast to demonstrate its and/or Studio’s (as applicable) compliance with each such applicable law (including documentation and public file requirements).

59 21.5. All performing rights in all music contained in each Included Program are either: (i) controlled by ASCAP, BMIBroadcast Music Inc., the American Society of Composers, Authors and Publishers, SESAC or anyan Other Society, (ii) controlled by Studio (to the extent required for the exploitation of the rights granted hereunder) and granted herein for no additional consideration, or (iii) in the public domain. As between Studio and Comcast, Comcast shall be solely responsible for the payment of any performing rights royalty or license fee to ASCAP, BMIWith respect to the public performance rights to any music contained in any of the Included Programs, Comcast acknowledges that Studio will not be responsible for procuring and maintaining any performance rights licenses from Broadcast Music Inc., the American Society of Composers, Authors and Publishers, SESAC or any Other Society with regard the exhibition of necessary to publicly perform the music in the Included Programs, if and to the extent a public performance is deemed to occur in the exercise of Comcast’s rights hereunder. “Other Society” shall mean any other music performing rights society that comes into existence after the date hereof and of which Studio has given Comcast at least 180 days’ prior written notice.

22. Comcast’s Representations and Warranties. Without limiting any other representation, warranty or covenant of Comcast herein, Comcast herebyComcast represents, and warrants and covenants to Studio that:

61 22.1. It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder.

62 22.2. The execution and delivery of this Agreement has been duly authorized by all necessary corporate action and Comcast is under no contractual or other legal obligation that would in any way interfere with its full, prompt and complete performance hereunder.

63 22.3. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Comcast, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles.

64 22.4. At such times as Comcast is then-distributing video content via the Ultraviolet Ecosystem, Comcast shall at all times during the Term of this Agreement remain in fullmaterial compliance with thethose Comcast UV Agreements applicable to such distribution.

Indemnification.

66 23. Indemnification. Each party (the “Indemnifying Party”) shall indemnify and hold harmless the other party and its affiliated companies, parents, subsidiaries and their respective employees, officers and directors and their respective successors and, in the case of Comcast, its members, owners and Authorized Sites (“Indemnified Parties”), Systems and Comcast Services, from and against any and all claims, demands, actions and liabilities, damages, fines penalties and costs (including reasonable outside attorney’s fees and court and administrative costs) (“Claims”) related in any way to any breach or alleged breach of any representation or warranty or of any other provision of this Agreement by the Indemnifying Party, or related to any act, error or omission by the Indemnifying Party. In addition, indemnifying party. Comcast shall further indemnify Studio’s Indemnified Parties for any Claims relating to failure of Comcast (or its designee, a, the Licensed Service or any System) to comply with applicable laws, rules, regulations, permits and self-regulatory codes of the Territory, and the country (if different) of Comcast’s domicile, including, without limitation, to comply with consumer protection, security and personal information management (PIM), privacy and anti-spam laws relatingapplicable to Comcast, the Licensed Service or System or(s) specifically related to the promotion or distribution of the Included Programs on the Licensed Service. Studio shall further indemnify Comcast for any Claims to the extent caused by or arising out of any allegation that the Included Programs or other materials that Studio makes available or provides to Comcast hereunder violate or infringe any right of privacy or publicity, copyright, trademark or any other intellectual property right of any other person, or constitute any defamation, slander or libel of any other person or violates any applicable law, rule or regulation.

67 The indemnified party shall give the indemnifying party prompt written notice of any claim or litigation for which the indemnified party seeks indemnification; provided, that the indemnifying party’s obligations shall not be affected by any delay or failure in providing such notice unless the indemnifying party reasonably demonstrates that the defense or settlement of the claim was materially prejudiced thereby. The indemnifying party shall have the right to assume the defense of any such claims or litigation; provided, that the indemnifying party shall not enter into any settlement without the indemnified party’s prior written consent. If, in the reasonable discretion of the indemnified party, the indemnifying party fails to diligently pursue and defend a claim or litigation, then the indemnified party may assume the control of such claim or litigation at the indemnifying party’s expense. The settlement of any claim or litigation, in whole or in part, by an indemnified party without the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) shall release the indemnifying party from its obligations hereunder with respect to that portion of the claim or litigation so settled. The indemnified party shall cooperate fully with the indemnifying party in the defense, settlement or other disposition of such claim or litigation, and shall have the right, but not the obligation, to join in and be represented by its own counsel, at its own expense.

24. Force Majeure. Neither party shall be liable to the other for failure to perform or fulfill its respective obligations under this Agreement by reason of any act of God, labor dispute, breakdown of facilities, legal enactment, governmental order or regulation, or any other cause beyond its respective control (“Force Majeure Event”). At the election of Comcast, the Term may be extended for a period coextensive with the delay caused by such Force Majeure Event. If such Force Majeure Event continues for a period of more than thirty (30) days (whether consecutively or non-consecutively), Comcast may terminate this Agreement upon written notice to Studio.

Default and Termination.

70 25. Default and Termination. In the event Comcast breaches any material representation, covenant or obligation of Comcast hereunder and such breach is not cured within thirty (30) days after written notice thereof, or Comcast becomes insolvent, or a petition under any bankruptcy act shall be filed by or against Comcast (which petition, if filed against Comcast, shall not have been dismissed within sixty (60) days thereafter), or Comcast executes an assignment for the benefit of creditors, or a receiver is appointed for the assets of Comcast, or Comcast takes advantage of any applicable insolvency or reorganization or any other like statute (each of the above acts is hereinafter referred to as a “Comcast Event of Default”), and, if such Comcast Event of Default is capable of cure, Comcast fails to cure such Comcast Event of Default within thirty (30) days after delivery by Studio to Comcast of written notice of such Comcast Event of Default, then Studio may, in addition to any and all other rights which it may have against Comcast, immediately terminate this Agreement and require Comcast to accelerate the payment of all monies payable under this Agreement such that they are payable immediatelyby giving written notice to Comcast after occurrence of such Comcast Event of Default.

71 25.1. In the event Studio breaches any material representation, covenant or obligation of Studio hereunder and such breach is not cured within thirty (30) days after written notice thereof, or Studio becomes insolvent, or a petition under any bankruptcy act shall be filed by or against Studio (which petition, if filed against Studio, shall not have been dismissed within sixty (60) days thereafter), or Studio executes an assignment for the benefit of creditors, or a receiver is appointed for the assets of Studio, or Studio takes advantage of any applicable insolvency or reorganization or any other like statute (each of the above acts is hereinafter referred to as a “Studio Event of Default”), and, if such Studio Event of Default is capable of cure, Studio fails to cure such Studio Event of Default within thirty (30) days after delivery by Comcast to Studio of written notice of such Studio Event of Default, then Comcast may, in addition to any and all other rights which it may have against Studio, immediately terminate this Agreementby giving written notice to Comcast after occurrence of such Comcast Event of Default.

72 25.2. Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement for any reason shall relieve or discharge, or be deemed or construed as relieving or discharging, any party hereto from any duty, obligation or liability hereunder which was accrued as of the date of such termination (including, without limitation, the obligation to pay any amounts payable hereunder accrued as of such date of termination).

Non-Discrimination.

74 As used in this Section 30, the phrase “Distributor of the DHE Content” shall mean any distributor (including Studio and any affiliate of Studio) of Included Programs on a DHE basis. Studio agrees that if during the Term (including any extension or renewal hereof) it has in effect or places into effect with any Distributor of the DHE Content, or acquiesces that any Distributor of the DHE Content may have, regardless of such Distributor of the DHE Content’s distribution technology or method, any more favorable material economic term, including any lower wholesale pricing for an Included Program asset (or package of assets) than Comcast is required to pay hereunder for distribution on a DHE basis (each such more favorable term, a “More Favorable Provision”), Studio will promptly provide notice to Comcast of, and unconditionally offer to Comcast, such More Favorable Provision. In the event that Comcast and Studio enter into any renewal, extension or modification of this Agreement, the terms and conditions thereof shall be subject to the provisions of this Section 30.1.

75 Studio agrees to provide to Comcast, upon written request from Comcast (which such request shall not be made more than once annually), written certification from Studio’s Chief Executive Officer, General Counsel or other mutually-agreed duly-authorized representative of the Studio to the effect that Studio is in compliance with its obligations under Section 30.1 (the “More Favorable Provision Obligation”). To verify the compliance with or determine whether full effect has been given to the provisions of Section 30.1, Comcast, at its expense, shall have the right during the Term and for one (1) year thereafter, to engage an independent auditor to inspect and audit, at the offices of Studio during normal business hours and upon at least fifteen (15) business days’ prior written notice, all books and records, including Studio’s agreements with other Distributors of the DHE Content no more than once per year. If, as a result of an audit, the auditor determines that Studio has fully complied with the More Favorable Provision Obligation, then the auditor shall provide written certification to the parties stating that Studio has complied. If, as a result of an audit, the auditor determines that Studio has failed to comply with any of its obligations hereunder, then the auditor shall so inform both Studio and Comcast (provided that the auditor shall take reasonable steps not to disclose the identity of any third party receiving any More Favorable Provision), and Studio shall offer to Comcast, the benefit of the provision that is the subject of the More Favorable Provision Obligation, and Comcast shall have the right to apply such benefit on a retroactive basis relating to the date upon which such provision should have been made available to Comcast. In the event any audit uncovers Studio’s noncompliance with the provisions of Section 30.1 such that Comcast has made payments to Studio in an aggregate amount greater than ten percent (10%) of the amount Comcast would have paid to Studio had Studio complied with the provisions of Section 30.1, Studio shall reimburse Comcast for its reasonable, third party, out of pocket audit expenses.

26. Confidentiality. Neither Studio nor Comcast shall disclose to any third party (other than their respective employees, authorized vendors and legal and financial advisors, in their capacity as such) any information with respect to the terms and conditions of this Agreement or any non-public, proprietary data or information disclosed pursuant hereto, except: (a) to the extent necessary to comply with law or the valid order of a court of competent jurisdiction, in which event the party making such disclosure shall so notify the other and shall seek confidential treatment of such information; (b) as part of its normal reporting or review procedure to its parent company, its partners, its auditors, its financial advisors, its attorneys and profit participants in any Included Program, provided, however, that such parent company, partners, auditors, attorneys and profit participants agree to be bound by the provisions of this paragraph; (c) in order to enforce its rights hereunder in a legal proceeding; and (d) in connection with due diligence by prospective investors in, and/or prospective acquirers of, all or a portion of (or of the business or assets of), either party or either party’s parent company or owners, provided, however, that such prospective investors and/or acquirers agree to be bound by the provisions of this paragraph. In addition, Studioeach of the parties acknowledges and agrees that certain provisions of this Agreement may be disclosed by Comcast to other programming suppliers that havea party to third parties pursuant to MFN provisions that would require such disclosure (to the minimum extent necessary to comply, in Comcastthe disclosing party’s reasonable judgment, with the provisions of the applicable agreement with such other programming supplier(s)), so long as such disclosure is made without identifying Studiothe non-disclosing party.

27. Publicity. Neither party shall issue any press release regarding the existence of or terms of this Agreement without the prior written consent of the other party. Without limiting the generality of the foregoing, any and all press releases regarding this Agreement may not reference Studio’s participation in the Licensed Service, but may reference specific Included Programs being available on the Licensed Service.

28. Limitation of Liability. Except with respect to claims pursuant to Section 2227 (Indemnification), Section 25 (Confidentiality), and claims arising out of fraud, willful misconduct or gross negligence, neither party shall be liable to the other for any special, indirect, incidental or consequential damages, for lost profits or for interruption of business.

29. Exclusion Right. Notwithstanding anything contained in this Agreement to the contrary, Comcast hereby acknowledges that Studio may be unable to license a program to Comcast on the terms set forth in this Agreement due to certain arrangements between Studio and individuals involved in the production or financing of such program that require Studio to obtain the approval of such individuals prior to the licensing of such program (“Third Party Exclusion Right”). In any such circumstance, Studio hereby agrees to use commercially reasonable efforts to obtain the approvals necessary to allow Studio to license such program to Comcast under the terms of this Agreement. Notwithstanding anything contained herein to the contrary, Studio and Comcast hereby agree that Studio’s inability to obtain such necessary approvals and to license any such program to Comcast under the terms of this Agreement shall not be deemed to be, or in any way constitute, a breach of this Agreement. If Studio is unable to obtain such necessary approvals, Studio shall give Comcast written notice thereof and shall have no further obligations to Comcast with respect to such program so long as Studio promptly makes commercially reasonable efforts to provide Comcast with a reasonably comparable substitute program as an Included Program to distribute on the Licensed Service.

30. Miscellaneous.

81 30.1. Notices. All notices given hereunder shall be made in writing by personal delivery, facsimile or by Federal Express or similar express delivery service at the following address (unless either party at any time or times designates another address for itself or for its designated agent(s) by notifying the other party thereof pursuant to a method set forth in this Section 29.1,34.1, in which case all notices to such party thereafter shall be given at its most recently designated address):

|To Studio: |Culver Digital Distribution Inc. |

| |10202 West Washington Blvd. |

| |Culver City, California 90232-3195 |

| |Facsimile: 310-244-1146 |

| |Attention: President |

| |Attention: SVP, Business Affairs |

|with a copy to: |General Counsel |

| |Sony Pictures Home Entertainment Inc. |

| |10202 West Washington Blvd. |

| |Culver City, California 90232-3195 |

| |Facsimile: 310-244-0510 |

|To Comcast: |Comcast Cable Communications, LLC |

| |One Comcast Center |

| |Philadelphia, Pennsylvania 19103 |

| |Facsimile: 215-286-8148 |

| |Attention: Senior Vice President, Content Acquisition |

|with a copy to: |General Counsel |

| |Comcast Cable Communications, LLC |

| |One Comcast Center |

| |Philadelphia, Pennsylvania 19103 |

| |Facsimile: 215-286-8508 |

Notice given by personal delivery or via facsimile shall be deemed received on delivery. Notice given by Federal Express or similar express delivery service shall be deemed given on date of delivery by the overnight delivery service courier.

82 30.2. No Assignment or Delegation. Neither this Agreement nor any of the rights granted to Comcastor obligations hereunder may be assigned by Comcasteither party without Studiothe other party’s prior written consent (not to be unreasonably withheld), except to a wholly owned subsidiary of Comcastsuch party (in which event Comcastsuch party shall continue to be liable for such assignee’s obligations hereunder), and except that this Agreement (and the rights granted to Comcast hereunder) may be assigned by Comcast to each of its Owner Partners in the event of a liquidation, dissolution or cessation of operations of Comcast (so long as (i) all of Comcast’s agreements with Major Studios for DHE rights are also so assigned to the Owner Partners and (ii) each Owner Partner continues operating the respective Systems in the same manner as such Systems were operated by Comcast prior to such assignment), such that this Agreement shall be deemed to constitute a separate agreement with each such Owner Partner pursuant to which such Owner Partner shall constitute “Comcast” hereunder solely with respect to such Owner Partner and its Systemsor in connection with any merger, consolidation, reorganization, or sale of all or substantially all of either party’s related assets..

83 30.3. Relationship. Nothing contained herein shall be deemed to create a relationship of joint venture, principal and agent or partnership between the parties and neither party shall hold itself out to the contrary. No subscriber of Comcast shall be deemed to have any privity of contract or direct contractual or other relationship with Studio by virtue of this Agreement. Likewise, no supplier of programming or anything else included in the Included Program shall be deemed to have any privity of contract or direct contractual or other relationship with Comcast by virtue of this Agreement or Comcast’s distribution of the Included Program hereunder.

84 30.4. Waivers. A waiver by either party of any of the terms or conditions of this Agreement shall only be effective if in writing and signed by a duly authorized representative of the party whose rights are being waived and not, in any instance, be deemed or construed to be a waiver of such terms or conditions for the future or of any subsequent breach thereof. No payment or acceptance thereof pursuant to this Agreement shall operate as a waiver of any provision hereof. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation, or agreement of either party.

85 30.5. Entire Agreement. This Agreement includes the entire understanding of the parties with respect to the subject matter hereof, and all prior agreements (written or oral) with respect to such subject matter have been merged herein. No representations or warranties have been made other than those expressly provided for herein. This Agreement may not be modified, except by a written instrument signed by the parties, and this provision may not be waived except by written instrument signed by the parties.

86 30.6. Third Party Beneficiaries. This Agreement is entered into for the express benefit of the parties hereto, their successors and permitted assigns and is not intended, and shall not be deemed, to create in any other natural person, corporation, company, and/or any other entity whatsoever any rights or interest whatsoever, including, without limitation, any right to enforce the terms hereof.

87 30.7. Governing Law; Jurisdiction. ANY DISPUTES OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE ADJUDICATED IN NEW YORK, NEW YORK, USA. EACH PARTY HEREBY SUBMITS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS IN NEW YORK, NEW YORK, USA AND HEREBY AGREES NOT TO ASSERT (I) THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, (II) THAT THE PROCEEDING IS IN AN INCONVENIENT FORUM OR (III) THAT THE VENUE OF THE PROCEEDING IS IMPROPER.

ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION 29.734.7 SHALL BE SUBMITTED TO JAMS (“JAMS”) FOR FINAL AND BINDING ARBITRATION UNDER ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES IF THE MATTER IN DISPUTE IS OVER $250,000 OR UNDER ITS STREAMLINED ARBITRATION RULES AND PROCEDURES IF THE MATTER IN DISPUTE IS $250,000 OR LESS, TO BE HELD IN NEW YORK, NEW YORK BEFORE A SINGLE NEUTRAL ARBITRATOR WHO SHALL HAVE THE FOLLOWING QUALIFICATIONS: (A) BE LICENSED TO PRACTICE LAW IN NEW YORK STATE FOR AT LEAST 15 YEARS; (B) HAVE AT LEAST 10 YEARS OF EXPERIENCE IN THE AREA OF CABLE TELEVISION SYSTEM COMMERCIAL DISTRIBUTION AGREEMENTS; AND (C) HAVE FAMILIARITY WITH THE TECHNICAL SUBJECT MATTER OF THE DISPUTE. IF THE PARTIES ARE UNABLE TO MUTUALLY AGREE UPON THE SELECTION OF AN ARBITRATOR WITHIN 15 BUSINESS DAYS OF THE COMMENCEMENT THEREOF, JAMS WILL SELECT FROM ITS LIST OF QUALIFIED NEUTRALS AN ARBITRATOR WHO AS CLOSELY AS POSSIBLE MEETS THE ABOVE QUALIFICATIONS. IF THE JAMS ARBITRATION RULES DO NOT ADDRESS A PARTICULAR ISSUE BEFORE THE ARBITRATOR, THEN SUCH ISSUE WILL BE GOVERNED BY THE FEDERAL ARBITRATION STATUTES TO THE EXTENT APPLICABLE. THE ARBITRATION SHALL BE A CONFIDENTIAL PROCEEDING CLOSED TO THE GENERAL PUBLIC. SUBJECT TO THE DISCRETION OF THE ARBITRATOR TO ALLOCATE FEES AND EXPENSES IN ANOTHER MANNER, EACH PARTY SHALL BEAR ITS OWN FEES AND EXPENSES IN CONNECTION WITH THE ARBITRATION AND THE FEES AND EXPENSES OF THE ARBITRATOR SHALL BE SHARED EQUALLY BETWEEN THE PARTIES. THE ARBITRATOR SHALL ISSUE A WRITTEN OPINION STATING THE ESSENTIAL FINDINGS AND CONCLUSIONS UPON WHICH THE ARBITRATOR’S AWARD IS BASED. DURING THE ARBITRATION, THE ARBITRATOR SHALL HAVE THE POWER TO ENTER TEMPORARY RESTRAINING ORDERS AND PRELIMINARY AND PERMANENT INJUNCTIONS TO THE EXTENT THEY ARE WITHIN THE ARBITRATOR’S JURISDICTION AND RELATE DIRECTLY TO THE SUBJECT MATTER OF THE ARBITRATION. NEITHER PARTY SHALL BE ENTITLED OR PERMITTED TO COMMENCE OR MAINTAIN ANY ACTION IN A COURT OF LAW WITH RESPECT TO ANY MATTER IN DISPUTE UNTIL SUCH MATTER SHALL HAVE BEEN SUBMITTED TO ARBITRATION AS HEREIN PROVIDED AND THEN ONLY FOR THE ENFORCEMENT OF THE ARBITRATOR’S AWARD; PROVIDED, HOWEVER, THAT PRIOR TO THE APPOINTMENT OF THE ARBITRATOR OR FOR REMEDIES BEYOND THE JURISDICTION OF AN ARBITRATOR, AT ANY TIME, EITHER PARTY MAY SEEK PENDENTE LITE RELIEF IN THE FEDERAL OR STATE COURTS IN NEW YORK, NEW YORK. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE PARTIES AGREE THAT THE FOREGOING SHALL NOT PROHIBIT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF IN A COURT OF COMPETENT JURISDICTION AND ANY AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN A COURT OF COMPETENT JURISDICTION.

1 30.8. FCPA. It is the policy of Studio to comply and require that its licensees comply with the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Section 78dd-1 and 78dd-2, and all other applicable anti-corruption laws (collectively, “FCPA”). Comcast represents, warrants and covenants that: (i) Comcast is aware of the FCPA and will advise all persons and parties supervised by it of the requirements of the FCPA; (ii) Comcast has not and will not, and to its knowledge, no one acting on its behalf has taken or will take any action, directly or indirectly, in violation of the FCPA; (iii) Comcast has not and will not cause any party to be in violation of the FCPA; (iv) should Comcast learn of, or have reason to know of, any request for payment that is inconsistent with the FCPA, Comcast will immediately notify Studio; and (v) Comcast is not a “foreign official” as defined under the U.S. Foreign Corrupt Practices Act, does not represent a foreign official, and will not share any fees or other benefits of this contract with a foreign official. Comcast will indemnify, defend and hold harmless Studio and its representatives for any and all liability arising from any violation of the FCPA caused or facilitated by Comcast.

88 30.9. Headings; Construction. Section headings used herein are for convenience only and shall not be deemed to define, limit or construe any provision of this Agreement. Any reference in this Agreement to “Section” or “Exhibit” shall, unless the context expressly requires otherwise, be a reference to a “Section” in or “Exhibit” to this Agreement. Forms of the word “include” mean “including, without limitation;” and references to “herein,” “hereunder,” “hereof,” or the like, refer to this Agreement. Terms used with initial capital letters will have the meanings specified, applicable to singular and plural forms, for all purposes of this Agreement. Reference to any gender will be deemed to include both genders and the neutral form.

89 30.10. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original but which together shall constitute one and the same original. If executed in counterparts, the date of execution of this Agreement shall be deemed to be the Effective Date.

90 30.11. Severability. The invalidity under applicable law of any provision of this Agreement shall not affect the validity of any other provision of this Agreement, and in the event that any provision hereof is determined to be invalid or otherwise illegal, this Agreement shall remain effective and shall be construed in accordance with its terms as if the invalid or illegal provision were not contained herein; provided, however, that both parties shall negotiate in good faith with respect to an equitable modification of the provision held to be invalid and provisions logically related thereto.

91 30.12. No Inference Against Author. Studio and Comcast each acknowledge that this Agreement was fully negotiated by the parties and, therefore, no provision of this Agreement shall be interpreted against any party because such party or its legal representative drafted such provision.

92 30.13. Non-Recourse. Notwithstanding anything contained in this Agreement to the contrary, it is expressly understood and agreed by the parties hereto that each and every representation, warranty, covenant, undertaking and agreement made in this Agreement, was not made nor intended to be made as a personal representation, undertaking, warranty, covenant or agreement on the part of any incorporator, stockholder, director, officer, partner, employee or agent, past, present or future, and any recourse, whether known or unknown, at common law, in equity, by statute or otherwise, against any of them is hereby forever waived and released.

93 30.14. No Reliance. The parties acknowledge that (i) except with respect to the UV Agreements, nothing contained in this Agreement or otherwise shall obligate the parties to enter into any further business relationship or agreement, and (ii) neither party is relying on the other party in operating and/or developing its respective businesses. Except as expressly set forth in this Agreement, there shall be no obligation whatsoever on the part of either party, unless agreed to in writing by the parties.

94 30.15. Jury Trial Waiver. The parties specifically waive any right to trial by jury in any court with respect to any contractual, tortious or statutory claim, counterclaim or cross-claim against the other arising out of or connected in any way to this Agreement, because the parties hereto, both of whom are represented by counsel, believe that the complex commercial and professional aspects of their dealings with one another make a jury determination neither desirable nor appropriate.

95 30.16. Attorney Fees. In the event of any suit or action to enforce or interpret this Agreement or any provision thereof, the prevailing party shall be entitled to recover its costs, expenses and reasonable attorneys’ fees, both at trial and on appeal, in addition to all other sums allowed by law.

96 30.17. Cumulative Remedies. Except as specifically set forth herein, all rights and remedies reserved to either party shall be cumulative and shall not be in limitation of any other right or remedy which such party may have at law or in equity.

97 31. Survival. [The last sentence of Section 19 and Sections 16.1, 17, 20 and 21 shall survive termination or expiration of this Agreement. Sections 15.4 and 20.2 shall survive termination or expiration of this Agreement for one (1) year. Section 4.2 shall survive termination or expiration of this Agreement as provided in such Section 4.2.][[NTD: Reserved for later review]]

**SIGNATURE PAGE FOLLOWS**

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first written above.

|CULVER DIGITAL DISTRIBUTION INC. |COMCAST CABLE COMMUNICATIONS, LLC |

| | |

| | |

|Signature: |Signature: |

|Printed Name: |Printed Name: |

|Title: |Title: |

EXHIBIT A

DESCRIPTION OF VIDEO CONTENT

Included Program shall include but not be limited to:

1. New Releases. “New Releases” shall mean every feature length motion picture (a) that iswas initially released theatrically, direct-to-video, or on television in the Territory; (b) with an Availability Date during the Term; (c) the Availability Date for which is either (i) no more than twelve (12) months after its initial general theatrical release in the Territory within twelve (12) months of the then-current date, or, in the case of a Sony Pictures Classics release, no more than fourteen (14) months after its initial general theatrical release in the Territory, or (ii) with respect to a DTV, no more than four (4) months after its LVR, or (iii) with respect to a MFT, no more than six (6) months after its initial television exhibition in the Territory; and (dwithin fourteen (14) months of the then-current date; (b) that is available for distribution on a DHE basis during the Term; and (c) for which Studio, its affiliates and/or film labels control all rights, licenses and approvals necessary to grant the rights granted hereunder (“Necessary Rights”).

2. Library Pictures. “Library Pictures” shall mean every feature length motion picture (a) that is initially released theatrically, direct-to-video, or on television in the Territory; (b) that was initially released in the Territory more than twelve (12) months prior to the then-current date or, in the case of a Sony Pictures Classics release, more than fourteen (14) months of the then-current date; and (c) for which Studio, its affiliates and/or film labels have the Necessary Rights.

3. Episodes. For purposes of this agreement “Episode” means a half-hour, hour or supersized episode of a television program (with such duration measured as the episode was originally telecast on linear television) or short-form content, in each case, for which Studio, its affiliates and/or film labels controls the Necessary Rights. Episodes may be licensed hereunder as part of a Series (as defined below), season or individually, in each case, as mutually agreed between Studio and Comcast. “Series” shall mean all Episodes in every season (i.e., the period commencing upon the initial airing of the first Episode of a given season and ending on the date of the premiere of the next season) of scripted and non-scripted series produced by Studio, its affiliates and/or film labels and for which Studio its affiliates and/or film labels have the Necessary Rights, including:

a. All Series that are initially airing within the Territory on any linear television programming service or broadcast network and for which the season finale of the final season of such Series has not yet been initially telecast (or has initially aired within the last sixty (60) days) (such Series, “Current Series”); and

b. All Series that are not Current Series (such Series, “Library Series”).

Subject to having all Necessary Rights, it is agreed and acknowledged by the parties that, if Studio makes a Series available to Comcast for distribution on a DHE Basis, Studio shall make all Episodes of the season then currently airing (if applicable) available as well as all Episodes of any previous seasons of such Series.

EXHIBIT B

TRADEMARKS

EXHIBIT C

PROPOSED VIDEO CONTENT

EXHIBIT DC

Content Protection Requirements And Obligations

All defined terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

32. General Content Security & Service Implementation.

99 1. Content Protection System. All content delivered to, output from or stored on a device must be protected by a content protection system that includes a digital rights management or conditional access system, and encryption and digital output protection (such system(such digital rights management or conditional access system and encryption, the “Content Protection System”).

100 2. The Content Protection System shall:

101 (i) be an implementation of one the content protection systems approved for UltraViolet services by the Digital Entertainment Content Ecosystem (DECE), or

102 (ii) be an implementation of Microsoft WMDRM10 and said implementation meets the associated compliance and robustness rules, or

103 (iii) be another Content Protection System or Content Protection System implementation otherwise approved in writing by Studio., it being agreed that if Studio authorizes Other DHE Distribution of any Included Programs utilizing any Content Protection System (or any implementation thereof) not then-permitted pursuant to this Section 1.1.1, Studio shall, within 30 days after Studio provides such authorization (or, in the case of Studio, begins utilizing such Content Protection System or Content Protection System implementation), provide Comcast with written notice of such authorization or use (as the case may be), and thereafter Comcast shall be permitted to utilize such Content Protection System or Content Protection System implementation, as the case may be. As used herein, “Other DHE Distribution” means any distribution of Included Programs on a DHE basis in the Territory, whether by Studio or any other authorized distributor.

104 In addition to the foregoing, the Content Protection System shall, in each case:

105 a. be fully compliant with all the compliance and robustness rules associated therewith, and as required by the agreement between the content technology provider and Comcast, and

106 b. use rights settings that are in accordance with the requirements in the Usage Rules, this Content Protection Schedule and this Agreement.

107 The content protection systems currently approved for UltraViolet services by DECE for both streamingStreaming and downloadElectronic Download and/or approved by Studio for both streamingStreaming and downloadElectronic Download are:

108 a. Marlin Broadband

109 b. Microsoft Playready

110 c. CMLA Open Mobile Alliance (OMA) DRM Version 2 or 2.1

111 d. Adobe Flash Access 2.0 (not Adobe’s RTMPE product)

112 e. Widevine Cypher ®

113 Nagra (Media ACCESS CLK, ELK and PRM-ELK)

114 NDS Videoguard

115 Verimatrix VCAS conditional access system and PRM (Persistent Rights Management)

116 Apple Fairplay

117 The content protection systems currently approved for UltraViolet services by DECE for streamingStreaming only and/or approved by Studio for streamingStreaming only unless otherwise stated are:

118 f. Cisco PowerKey

119 g. Marlin MS3 (Marlin Simple Secure Streaming)

120 h. Microsoft Mediarooms

121 i. Motorola MediaCipher

122 j. Motorola Encryptonite (also known as SecureMedia Encryptonite)

k. Nagra (Media ACCESS CLK, ELK and PRM-ELK) (approved by Studio for both streaming and download)

l. NDS Videoguard (approved by Studio for both streaming and download)

m. Verimatrix VCAS conditional access system and PRM (Persistent Rights Management) (approved by Studio for both streaming and download)

123 n. DivX Plus Streaming

124 3. To the extent required by applicable local and EU law, the Licensed Service shall prevent the unauthorized delivery and distribution of Studio’s content. In the event Comcast elects to offer user generated/content upload facilities with sharing capabilities for Included Programs on the Licensed Service, it shall notify ComcastStudio in advance in writing. Upon such notice, the parties shall discuss in good faith, the implementation (in compliance with applicable local and EU law) of commercially reasonable measures (including but not limited to finger printing) to prevent the unauthorized delivery and distribution of Studio’s contentIncluded Programs within the UGC/content upload facilities provided on the Licensed Service by Comcast.

33. YouView (only if UK is included as a part of the territory)

4. Studio content streamed to YouView clients shall:

4.1. be protected using “Device authentication and encrypted content delivery” using Marlin Simple Secure Streaming (MS3) as specified in section 3.5 of the YouView Core Technical Specifications V1.0 or

4.2. be protected using Marlin Broadband as specified in “Device authentication and encrypted content delivery”, as specified in section 3.6 of the YouView Core Technical Specifications Version 1.0.

5. In addition to the foregoing, Studio content streamed to YouView clients shall:

5.1. NOT be streamed by any other YouView method; and

5.2. must be deleted in its entirety immediately after the user concludes viewing the content.

6. Download of Studio content to YouView clients shall use Marlin Broadband as specified in “Device authentication and encrypted content delivery” as specified in section 3.6 of the YouView Core Technical Specifications Version 1.0 only. Download of Sony Pictures Entertainment content over any other YouView method is not permitted.

7. In all cases, outputs shall be as protected as specified in section 3.9 of the YouView Core Technical Specifications, Version 1.0, and Comcast shall in all cases signal that HDCP shall be applied.

34. CI Plus

8. Any Conditional Access implemented via the CI Plus standard used to protect Licensed Content must support the following:

8.1. Have signed the CI Plus Content Distributor Agreement (CDA), or commit in good faith to sign it as soon as reasonably possible after the Effective Date, so that Comcast can request and receive Service Operator Certificate Revocation Lists (SOCRLs). The Content Distributor Agreement is available at .

8.2. ensure that their CI Plus Conditional Access Modules (CICAMs) support the processing and execution of SOCRLs, liaising with their CICAM supplier where necessary

8.3. ensure that their SOCRL contains the most up-to-date CRL available from CI Plus LLP.

8.4. Not put any entries in the Service Operator Certificate White List (SOCWL, which is used to undo device revocations in the SOCRL) unless such entries have been approved in writing by Studio.

8.5. Set CI Plus parameters so as to meet the requirements in the section “Outputs” of this schedule.

35. Streaming

9. Generic Internet and Mobile Streaming Requirements

The requirements in this section 9 “Generic Internet and Mobile Streaming Requirements”apply in all cases where Internet streaming is supported.

Generic Internet and Mobile Streaming Requirements. The requirements in this Section 2 shall apply in all cases when Included Programs are distributed via Internet Streaming.

129 9.1. Streams shall be encrypted using (a) AES 128 (as specified in NIST FIPS-197) or (b) other robust, industry-accepted algorithm with a cryptographic strength and key length such that it is generally considered computationally infeasible to break.at least as robust as AES 128.

130 9.2. Encryption keys shall not be delivered to clients in a cleartext (un-encrypted) state.

131 9.3. The integrity of the streamingStreaming client shall be verified before commencing delivery of the stream to the client.permitting playback functionality for the Streaming of the Included Program.

132 9.4. Comcast shall use a robust and effective method (for example, short-lived and individualized URLs for the location of streams) to ensure that streams cannot be obtained by unauthorized users. for playback in a manner not permitted by this Agreement.

133 9.5. The streaming clientFor Streamed Included Programs, Comcast shall NOT configure the playback client to cache streamedStreamed media for later replay but shall delete content once it has been rendered.(i.e., playback after the Included Program is complete), but shall configure the playback client to not permit playback of any cached portion of the Included Program once it has been completed.

10. Apple http live streaming

Apple http live streaming. The requirements in this section “Apple http live streaming”Section 3 only apply ifwhen Apple http live streaming (“HLS”) is used to provide the Content Protection System.

135 10.1. Use of Approved DRM for HLS key management. Comcast shall NOT use the Apple-provisioned key management and storage for http live streaming (“HLS”) (implementations of which are not governed by any compliance and robustness rules nor any legal framework ensuring implementations meet these rules) forKey Management. The protection of Studio content between Comcast servers and end user devices but shall use (for the protection of keys used to encrypt HLS streams) an industry accepted DRM or secure streaming method approved by Studio under section 2 of this Schedule.Section 1 of this Exhibit C (for the avoidance of doubt, the Content Protection Systems listed in Section 1 are deemed “approved”).

136 10.2. Http live streamingHLS on iOS devices may be implemented either using applications or using the provisioned Safari browser, subject to requirement “Use of Approved DRM for HLS Key Management” above. Where the provisioned HLS implementation is used (e.g. so that native media processing can be used), the connection between the approved DRM client and the native HLS implementation shall be robustly and effectively secured (e.g. by mutual authentication of the approved DRM client and the native HLS implementation).

10.3. The m3u8 manifest file shall only be delivered to requesting clients/applications that have been authenticated as being an authorized client/application.

10.4. The streams shall be encrypted using AES-128 encryption (that is, the METHOD for EXT-X-KEY shall be ‘AES-128’).

10.5. The content encryption key shall be delivered via SSL (i.e. the URI for EXT-X-KEY, the URL used to request the content encryption key, shall be a https URL).

137 Streams of Included Programs shall be encrypted as required pursuant to Section 2.1 of this Exhibit C.

138 The decryption key for the Included Programs shall be encrypted when delivered to any Approved Device.

139 10.6. Output of the streamStream from the receiving device shall not be permitted unless this is explicitly allowed elsewhere in the schedule. No APIs that permit stream output shall be used in applications (where applications are used).except in compliance with the provisions of this Exhibit C.

140 10.7. Studio contentUnless and until Comcast is able to encrypt output of Included Programs via Airplay (e.g., utilizing Apple Fairplay to confirm mutual authentication of devices and encryption of the Included Programs), Included Programs shall NOT be transmitted over Apple Airplay and applications shall disable use of Apple Airplay.

141 10.8. The clientFor Streamed Included Programs, Comcast shall NOT configure the playback client to cache streamed media for later replay (i.e. EXT-X-ALLOW-CACHE shall be set to ‘NO’)., playback after the Included Program is complete), but shall configure the playback client to not permit playback of any cached portion of the Included Program once it has been completed.

10.9. iOS applications shall include functionality which detects if the iOS device on which they execute has been “jailbroken” and shall disable all access to protected content and keys if the device has been jailbroken.

36. Revocation and Renewal

143 If Studio authorizes Other DHE Distribution of any Included Programs with HLS utilizing any provisions less restrictive than those set forth in this Section 3, Studio shall, within 30 days after Studio provides such authorization (or, in the case of Studio, begins utilizing such less restrictive HLS provision), provide Comcast with written notice of such authorization or use (as the case may be), and thereafter Comcast shall be permitted to utilize such less restrictive provisions for distribution of Included Programs utilizing HLS.

11. TheRevocation and Renewal. Comcast shall ensure that clients and servers of the Content Protection System are promptly and securely updated, and where necessary, revoked, in the event Comcast learns of a material security breach (that can be rectified using a remote update) being found in the Content Protection System and/or its implementations in clients and servers that impacts the Included Programs when distributed via the Licensed Service (that can be rectified using a remote update). Comcast shall ensure that patches including System Renewability Messages received from content protection technology providers (e.g. DRM providers) and content providers are promptly applied to clients and servers. as required by any agreement between Comcast and the applicable content protection technology provider.

37. Account AuthorisationAuthorization.

146 12. Content Delivery. Content, Included Programs and the licenses, control words and ECM’s authorized in connection with authorizing playback of each such Included Program shall only be deliveredauthorized from a network service to registered devicesApproved Devices, and playback of any Electronic Downloaded Included Program shall occur only via a client that is associated with an account with verified credentials. Account credentials must be transmitted securely to ensure privacy and protection against attacks.

147 13. Services requiring user authentication:

148 The credentials required for new users of, or new passwords for, the Licensed Service shall consist of at least a User ID and password of sufficient length such that the credentials are designed to prevent brute force attacks, or other mechanism of equivalent or greater security (e.g. an authenticated device identity).

149 Comcast shall take steps to prevent users from sharing account credentials. In, which may include, in order to prevent unwanted sharing of such credentials, account credentials may provideproviding access to any of the following (by way of example):

150 ­ purchasing capability (e.g. access to the user’s active credit card or other financially sensitive information) ; or

151 ­ administrator rights over the user’s account including control over user and device access to the account along with access to personal information.

38. Recording.

153 14. PVR Requirements. Any device receiving protected contentThe Licensed Service must not implement any personal video recorder capabilities that allow recording, copying, or playback of any protected contentIncluded Programs when distributed via the Licensed Service except as explicitly allowed elsewhere in this agreement and except for a single, non-transferrable encrypted copy on STBs and PVRs of linear channel content only (and not any form of on-demand content), recorded for time-shifted viewing only, and which is deleted or rendered unviewable at the earlier of the end of the content license period or the termination of any subscription that was required to access the protected content that was recordedcontemplated elsewhere in this Agreement (e.g., any Electronic Download of any Included Program).

154 15. Copying. The Content Protection System shall prohibit recording of protected content onto recordable or removable media, except as such recording isexcept in compliance with this Exhibit C and/or as otherwise explicitly allowed elsewhere in this agreement.

39. Outputs

16. AnalogueOutputs. Analog and digital outputs of protected content are allowed if they meet the requirements in this section and if they are not forbidden elsewhere in this Agreement.

157 17. Digital Outputs. If the licensed content can beWhen any Included Program is delivered in High Definition to a device which has digital outputs, the Content Protection System shall prohibit digital output of decrypted protected content. Notwithstanding the foregoing, a digital signal may be output if it is protected and encrypted bysuch decrypted High Definition Included Program without Comcast issuing instructions that mandate use of (a) High-Bandwidth Digital Copy Protection (“HDCP”) or, (b) Digital Transmission Copy Protection (“DTCP”). or (c) in the case of an IEEE 1394 port, 5C encryption.

158 18. A device that outputs decrypted protected content provided pursuant to the Agreementa High Definition digital signal of such Included Program using DTCP shall:

159 18.1. Map the copy control information associated with the program; the copy control information shall be set to “copy never” in the corresponding encryption mode indicator and copy control information field of the descriptor;

160 18.2. At such time as DTCP supports remote access, set the remote access field of the descriptor to indicate that remote access is not permitted.

161 If an HDCP or DTCP connection cannot be established, as required by section “Digital Outputs” above, the playback of content over an output on a General Purpose Computing Platform must be limited to a resolution no greater than Standard Definition.

162 19. Exception Clause for Standard Definition (only), Uncompressed Digital Outputs on Windows-based PCs, Macs running OS X or higher, IOS and Android devices). HDCP. For Standard Definition Included Programs, HDCP and DTCP must be enabled on all uncompressed digital outputs (e.g. HDMI, Display Port), unless the customer’s system cannot support HDCP or DTCP, as applicable (e.g., the content would not be viewable on such customer’s system if HDCP or DTCP were to be applied).

163 20. Upscaling: DeviceApproved Devices may scale Included Programs in order to fill the screen of the applicable display; provided that Comcast’s marketing of the Approved Device shall not state or imply to consumers that the quality of the display of any such upscaled content is substantially similar to a higher resolution to the Included Program’s original source profile (i.e. SDStandard Definition content cannot be represented as HDHigh Definition content).

164 If Studio authorizes Other DHE Distribution of any Included Programs utilizing any output protection requirements less restrictive than those set forth in this Section 7, Studio shall, within 30 days after Studio provides such authorization (or, in the case of Studio, begins utilizing such less restrictive output protection), provide Comcast with written notice of such authorization or use (as the case may be), and thereafter Comcast shall be permitted to utilize such less restrictive output protection requirements for distribution of Included Programs.

40. ]Geofiltering.

166 21. Comcast must utilize an industry standard geolocation service to verify that a Registered Useran Approved Device is located in the Territory and such service must:(it being agreed that, for playback of Electronic Downloaded Included Programs then-resident on an Approved Device, Comcast is not required to verify such geolocation for playback).

21.1. provide geographic location information based on DNS registrations, WHOIS databases and Internet subnet mapping;

21.2. provide geolocation bypass detection technology designed to detect IP addresses located in the Territory, but being used by Registered Users outside the Territory; and

21.3. use such geolocation bypass detection technology to detect known web proxies, DNS-based proxies and other forms of proxies, anonymizing services and VPNs which have been created for the primary intent of bypassing geo-restrictions.

167 22. Comcast shall use such information about Registered User IP addresses as provided by the industry standard geolocation service to preventtake affirmative, reasonable measures to restrict access to Included Programs from Registered Users outside the Territoryto within the Territory (it being agreed that, for playback of Electronic Downloaded Included Programs then-resident on an Approved Device, Comcast is not required to verify such geolocation for playback).

23. Both geolocation data and geolocation bypass data must be updated no less frequently than every two (2) weeks.

168 24. Comcast shall periodically review the effectiveness of its geofiltering measures (or those of its provider of geofiltering services) and perform upgrades as necessary so as to maintain effective geofiltering capabilities.

25. In addition to IP-based geofiltering methods, Comcast shall, with respect to any customer who has a credit card or other payment instrument (e.g. mobile phone bill or e-payment system) on file with the Licensed Service, confirm that the payment instrument was set up for a user within the Territory or, with respect to any customer who does not have a credit card or other payment instrument on file with the Licensed Service, Comcast will require such customer to enter his or her home address and will only permit service if the address that the customer supplies is within the Territory. Comcast shall perform these checks at the time of each transaction for transaction-based services and at the time of registration for subscription-based services, and at any time that the Customer switches to a different payment instrument.

41. Network Service Protection Requirements.

170 26. All licensed contentIncluded Programs must be received and stored at content processing and storage facilities in a protected and encrypted format using an industry standard protection systems.

171 27. Document security policies and procedures shall be in place. Documentation of policy enforcement and compliance shall be continuously maintained.

172 28. Access to content in unprotected format must be limited to authorized personnel and auditable records of actual access shall be maintained.

173 29. Physical access to servers must be limited and controlled and must be monitored by a logging system.

174 30. Auditable records of access, copying, movement, transmission, backups, or modification of content must be securely stored for a period of at least one year.

175 31. Content servers that are used for the storage of decrypted video content and/or the keys that are used to decrypt encrypted video must be protected from general internet traffic by “state of the artindustry standard” protection systems including, without limitation, firewalls, virtual private networks, and/or intrusion detection systems. All systems must be regularly updated to incorporate the latest security patches and upgrades.

32. All facilities which process and store content must be available for Motion Picture Association of America and Studio audits upon the request of Studio.

33. Content must be returned to Studio or securely destroyed pursuant to the Agreement at the end of such content’s license period including, without limitation, all electronic and physical copies thereof.

42. High-Definition Restrictions & Requirements

177 Comcast will maintain the Comcast Media Center’s MPAA certification throughout the Term.

High-Definition Restrictions & Requirements. In addition to the foregoing requirements, all HD contentwhen distributed in High Definition format, all Included Programs (and all Stereoscopic 3D content) isare subject to the following set of restrictions &and requirements:

179 34. General Purpose Computer Platforms. HD content isIncluded Programs are expressly prohibited from being delivered to and playable in High Definition format on General Purpose Computer Platforms (i.e.g. PCs, Tablets, Mobile Phones) unless explicitly approved by Studio. If approved by Studio, the additional requirements for HD playback on General Purpose Computer Platforms will be:

34.1. Allowed Platforms. HD content for General Purpose Computer Platforms is only allowed on the device platforms (operating system, Content Protection System, and device hardware, where appropriate) specified below:

34.1.1. Android. HD content is only allowed on Tablets and Mobiles Phones supporting the Android operating systems as follows:

34.1.1.1. Ice Cream Sandwich (4.0) or later versions: when protected using the implementation of Widevine built into Android, or

34.1.1.2. all versions of Android: when protected using an Ultraviolet approved DRM or Ultraviolet Approved Streaming Method (as listed in section 2 of this Schedule) either:

34.1.1.2.1. implemented using hardware-enforced security mechanisms (e.g. ARM Trustzone) or

34.1.1.2.2. implemented by a Studio-approved implementer, or

34.1.1.3. all versions of Android: when protected by a Studio-approved content protection system implemented by a Studio-approved implementer

34.1.2. iOS. HD content is only allowed on Tablets and Mobiles Phones supporting the iOS operating systems (all versions thereof) as follows:

34.1.2.1. when protected by an Ultraviolet approved DRM or Ultraviolet Approved Streaming Method (as listed in section 2 of this Schedule) or other Studio-approved content protection system, and

34.1.2.2. Studio content shall NOT be transmitted over Apple Airplay and applications shall disable use of Apple Airplay, and

34.1.2.3. where the provisioned HLS implementation is used (e.g. so that native media processing can be used), the connection between the approved DRM client and the native HLS implementation shall be robustly and effectively secured (e.g. by mutual authentication of the approved DRM client and the native HLS implementation)

34.2. Windows 7 and 8. HD content is only allowed on Personal Computers, Tablets and Mobiles Phones supporting the Windows 7 and 8 operating system (all forms thereof) when protected by an Ultraviolet Approved DRM or Ultraviolet Approved Streaming Method (as listed in section 2 of this Schedule) or other Studio-approved content protection system. , Personal Computers and Portal Devices) unless such playback complies with the provisions of this Section 10.1.

180 34.3. Robust Implementation

181 34.3.1. Implementations of Content Protection Systems on General Purpose Computer Platforms shall use hardware-enforced security mechanisms, where supported and commercially practicable, including secure boot and trusted execution environments, where possible.supported and commercially practicable.

182 34.3.2. Implementation of Content Protection Systems on General Purpose Computer Platforms shall, in all cases, use state of the artindustry standard obfuscation mechanisms for the security sensitive parts of the software implementing the Content Protection System.

34.3.3. All General Purpose Computer Platforms (devices) deployed by Comcast after end December 31st, 2013, SHALL support hardware-enforced security mechanisms, including trusted execution environments and secure boot.

183 34.3.4. All implementations of Content Protection Systems on General Purpose Computer Platforms deployed by Comcast (e.g. in the form of an application) after end December 31st, 2013, SHALL use hardware-enforced security mechanisms (including trusted execution environments) where industry-standard and supported, and SHALL NOT allow the display of HD content where the General Purpose Computer Platforms on which the implementation resides does not support hardware-enforced security mechanisms.

184 34.4. Digital Outputs:

185 34.4.1. For avoidance of doubt, HD contentwhen Comcast distributes Included Programs in High Definition format over digital outputs on a General Purpose Computing Platform, such High Definition Included Programs may only be output in accordance with section “Digital Outputs” above unless stated explicitly otherwise below.

186 34.4.2. If an HDCP or DTCP connection cannot be established, as required by section “Digital Outputs” above, the playback of content over an output on a General Purpose Computing Platform (either digital or analogue) must be limited to a resolution no greater than Standard Definition (SD).

187 34.4.3. Analog Outputs. With respect to playback in HDof Included Programs in High Definition format over analog outputs on all such General Purpose Computing Platforms, Comcast shall (to the extent permitted under applicable law, rule or regulation) either (i) prohibit the playback of such HDHigh Definition content over all analogueanalog outputs on all such General Purpose Computing Platforms by invoking CGMS-A (to the extent the same are capable and licensed (if any license is necessary) to insert such signaling) or (ii) ensure that the playback of such content over analogueanalog outputs on all such General Purpose Computing Platforms is limited to a resolution no greater than SD.Standard Definition.

188 34.4.4. Notwithstanding anything in this Agreement, if Comcast is not in compliance with this Sectionin all material respects with Sections 10.1.2 and/or 10.1.3 as it relates to any General Purpose Computing Platforms, then, upon Studio’s written request, Comcast will temporarily disable the availability of content in HDIncluded Programs in High Definition format via the Comcast serviceLicensed Service within thirty (30) days following Comcast becoming aware of such non-compliance or Comcast’s receipt of written notice of such non-compliance from Studio until such time as Comcast is in compliance with this section “General Purpose Computing Platforms”Section 10.1.2 and/or 10.1.3 (as applicable); provided that:

189 Comcast shall be required to disable availability of Included Programs in High Definition format via the Licensed Service only to the extent (including only on those Approved Devices) Studio is requiring all similarly non-compliant Other DHE Distribution to be similarly disabled; and

190 34.4.4.1. if Comcast can robustlyreasonably distinguish between General Purpose Computing Platforms that are in compliance with this section “General Purpose Computing Platforms”, and General Purpose Computing Platforms which are not in compliance, Comcast may continue the availability of content in HD forlimit its disablement of Included Programs in High Definition format to only those General Purpose Computing Platforms that it reliably and justifiably knows are in compliance but is required to disable the availability of content in HD via the Comcast service for all other General Purpose Computing Platforms, andare not in compliance with Sections 10.1.2 and/or 10.1.3.

34.4.4.2. in the event that Comcast becomes aware of non-compliance with this Section, Comcast shall promptly notify Studio thereof; provided that Comcast shall not be required to provide Studio notice of any third party hacks to HDCP.

34.5. Secure Video Paths:

191 TheSecure Video Paths: When distributed on any General Purpose Computing Platform, the video portion of unencrypted contentIncluded Programs shall not be present on any user-accessible bus in any analog or unencrypted, compressed form. In the event suchNotwithstanding anything to the contrary in the preceding sentence, any unencrypted, uncompressed content isIncluded Program transmitted on any General Purpose Computing Platform may be present over a user-accessible bus in digital form,when such content shall beis either limited to standard definition (854*480, 720 X 480 or 720 X 576)Standard Definition, or made reasonably secure from unauthorized interception.

34.6. Secure Content Decryption.

192 Secure Content Decryption. Decryption of (i) contentIncluded Programs protected by the Content Protection System and (ii) sensitive parameters and keys related to the Content Protection System, shall take place such that it isusing reasonable measures designed to ensure that the same are protected from attack by other software processes on the device, (e.g. via decryption in an isolated processing environment).

35. HD Analogue Sunset, All Devices.

193 If Studio authorizes Other DHE Distribution of any Included Programs on General Purpose Computing Platforms utilizing any provisions less restrictive than those set forth in this Section 10.1, Studio shall, within 30 days after Studio provides such authorization (or, in the case of Studio, begins utilizing such less restrictive provision), provide Comcast with written notice of such authorization or use (as the case may be), and thereafter Comcast shall be permitted to utilize such less restrictive provisions for distribution of Included Programs on General Purpose Computing Platforms.

194 In accordance with industry agreements, all Approved Devices which wereHD Analog Sunset. To the extent permitted under applicable law, rule and regulation, and as required by the Comcast UV Agreements, all Approved Device models first deployed by LicensseeComcast after December 31, 20112013 shall limit (e.g. down-scale) analogueunprotected analog outputs for decrypted protected Included Programs to standard definition at a resolution no greater than 854*480, 720X480 or 720 X 576, i.e. shall disable High Definition (HD) analogue outputs. Comcast shall investigate in good faith the updating of all Approved Devices shipped to users before December 31, 2011 with a view to disabling HD analogue outputs on such devices.Standard Definition (i.e. shall not permit output of Included Programs in High Definition via analog outputs unless CGMS-A is invoked).

36. Analogue Sunset, All Analogue Outputs, December 31, 2013

In accordance with industry agreement, after December 31, 2013, Comcast shall only deploy Approved Devices that can disable ALL analogue outputs during the rendering of Included Programs. For Agreements that do not extend beyond December 31. 2013, Comcast commits both to be bound by this requirement if Agreement is extended beyond December 31. 2013, and to put in place before December 31, 2013 purchasing processes to ensure this requirement is met at the stated time.

37. Additional Watermarking Requirements.

Physical media players manufactured by licensees of the Advanced Access Content System are required to detect audio and/or video watermarks during content playback after 1st February, 2012 (the “Watermark Detection Date”). Comcast shall require, within two (2) years of the Watermark Detection Date, that any new devices capable of playing AACS protected Blu-ray discs and capable of receiving and decrypting protected high definition content from the Licensed Service that can also receive content from a source other than the Licensed Service shall detect and respond to the embedded state and comply with the corresponding playback control rules. [INFORMATIVE explanatory note: many studios, including Sony Pictures, insert the Verance audio watermark into the audio stream of the theatrical versions of its films. In combination with Verance watermark detection functions in Blu-ray players, the playing of counterfeit Blu-rays produced using illegal audio and video recording in cinemas is prevented. All new Blu-ray players MUST now support this Verance audio watermark detection. The SPE requirement here is that (within 2 years of the Watermark Detection Date) any devices that Comcasts deploy (i.e. actually make available to subscribers) which can play Blu-ray discs (and so will support the audio watermark detection) AND which also support internet delivered content, must use the exact same audio watermark detection function on internet delivered content as well as on Blu-ray discs, and so prevent the playing of internet-delivered films recorded illegally in cinemas. Note that this requirement only applies if Comcast deploys the device, and these devices support both the playing of Blu-ray content and the delivery of internet services (i.e. are connected Blu-ray players). No server side support of watermark is required by Comcast systems.]

43.

Stereoscopic 3D Restrictions & Requirements. The following requirements apply to all Stereoscopic 3D content:

197 The following requirements apply to all Stereoscopic 3D content. All the requirements for High Definition content also apply to all Included Programs when distributed in Stereoscopic 3D content.format.

38. Downscaling HD Analogue Outputs. All devices receiving

198 When an Approved Device receives Stereoscopic 3D Included Programs shall limit (e.g. down-scale) analogue outputs for decrypted protected Included Programs to standard definition at, such Approved Device shall not permit output of Included Programs in Stereoscopic 3D format (i) via analog outputs without invoking CGMS-A (to the extent the same are capable and licensed (if any license is necessary) to insert such signaling) or (ii) without ensuring that the playback of such content over analog outputs is limited to a resolution no greater than 854*480, 720X480 or 720 X 576,”) during the display of Stereoscopic 3D Included Programs.

39. Studio approval of 3D services provided by internet streaming. All 3D services provided over the Internet shall require written Studio approval in advance. (This is so Studio can check that the 3D service provides a good quality of 3D service in the presence of variable service bandwidth.)Standard Definition.

199 If Studio authorizes Other DHE Distribution of any Included Programs in Stereoscopic 3D utilizing any provisions less restrictive than those set forth in this Section 11, Studio shall, within 30 days after Studio provides such authorization (or, in the case of Studio, begins utilizing such less restrictive provision), provide Comcast with written notice of such authorization or use (as the case may be), and thereafter Comcast shall be permitted to utilize such less restrictive provisions for distribution of Included Programs in Stereoscopic 3D.

EXHIBIT ED

NON-UV USAGE RULES

Regarding Included Programs purchased by a Customer via a Customer Transaction:

1. For those Included Programs that are Non-UV Included Programs and/or are UV Included Programs for which the requisite license rights for use of such UV Included Program in the Ultraviolet Ecosystem were not redeemed, Comcast may permit an Account to:

a. receive such Included Program from an unlimited number of transmissions via System-Based Platform Distribution;

b. receive no more than three (3) concurrent Streams of such Included Program via the Internet to Approved Devices via Comcast Services that are managed by a member of the Comcast Group;

c. during such time as Comcast transitions from a Comcast Service(s) that is managed by a vendor duly-authorized by Comcast (e.g., CSG) to a Comcast Service(s) that is managed by a Comcast Entity, receive no more than three (3) concurrent Streams of such Included Program via the Internet to Approved Devices via Comcast Services that are managed by a vendor duly-authorized by Comcast;

d. Electronically Download such Included Program via the Internet to no more than six (6) Approved Devices via Comcast Services that are managed by a member of the Comcast Group; and

e. during such time as Comcast transitions from a Comcast Service(s) that is managed by a vendor duly-authorized by Comcast to a Comcast Service(s) that is managed by a Comcast Entity, Electronically Download such Included Program via the Internet to no more than six (6) Approved Devices via Comcast Services that are managed by a vendor duly-authorized by Comcast.

2. For those Included Programs that qualify as UV Included Programs (e.g., Included Programs that were distributed as UV Included Programs, which the requisite license rights for use of such UV Included Program in the Ultraviolet Ecosystem were redeemed), Comcast may permit:

1. These rules apply to the playing of Non-UV Included Programs on IP connected Approved Devices.

a. an Account to receive such Included Program from an unlimited number of transmissions via System-Based Platform Distribution;

b. during the period of time following UV Launch during which devices receiving Streaming transmissions and/or Electronic Downloads via the Comcast Services are unable to fully coordinate with the UltraViolet Ecosystem an Account to receive no more than three (3) concurrent Streams of such Included Program via the Internet to Approved Devices via Comcast Services that are managed by a member of the Comcast Group;

c. a UV Account to receive that number of concurrent Streams of such Included Program via the Internet to Approved Devices as provided in the then-current usage rules in the DSP Agreement, the LASP Agreement and the Retail Service Provider Agreement;

d. during the period of time following UV Launch during which devices receiving Streaming transmissions and/or Electronic Downloads via the Comcast Services are unable to fully coordinate with the UltraViolet Ecosystem, an Account to Electronically Download such Included Program via the Internet to no more than six (6) Approved Devices via Comcast Services that are managed by a member of the Comcast Group; and

e. a UV Account to Electronically Download such Included Program via the Internet to that number of Approved Devices as provided in the then-current usage rules in the DSP Agreement, the LASP Agreement and the Retail Service Provider Agreement.

2. Users must have an active Account (an “Account”) prior to acquiring Non-UV Included Programs. All Accounts must be protected via account credentials consisting of at least a user id and password. Account credentials shall allow purchase of content and/or expose of sensitive information (e.g. credit card details) such that there is a strong disincentive to the sharing of account credentials with other users.

Notwithstanding the foregoing, Comcast shall generally employ any and all applicable usage rules for the Included Programs in a way that is non-discriminatory and generally applicable across all comparable content distributed by Comcast on a DHE basis.

3. The user may register up to 5 (five) Approved Devices which are approved for the storage and rendering of Non-UV Included Programs.

EXHIBIT E

4. There are no limitations (save that viewing of downloaded content can only happen on registered Approved Devices) on the number of registered Approved Devices on which viewing of previously downloaded content can occur simultaneously.

MARKETING INCENTIVES

UV Incentives.

2 Following the UV Launch Date, Studio shall pay to Comcast within [30] days of the UV Launch Date (or, at Comcast’s election, Comcast shall be entitled to deduct from the Fees payable under this Agreement) the following amount: (a) if the UV Launch Date occurs on or prior to December 31, 2014, one million dollars ($1,000,000); (b) if the UV Launch Date occurs on or between January 1, 2015 and March 31, 2015, seven hundred fifty thousand dollars ($750,000); (c) if the UV Launch Date occurs on or between April 1, 2015 and June 30, 2015, five hundred thousand dollars ($500,000); or (d) if the UV Launch Date occurs on or between July 1, 2015 and September 30, 2015, two hundred fifty thousand dollars ($250,000) (each such amount a, “UV Incentive”) to be used towards the marketing of the Licensed Service or Included Program titles using marketing tactics to be agreed by the Parties.

3 If Comcast creates four hundred thousand (400,000) new UV Accounts (which are linked to an Account) during the first twenty four (24) months after the UV Launch Date, Comcast shall notify Studio of such UV Account creation and Studio shall pay Comcast, within thirty (30) days of the receipt of such notice, an incremental $250,000 at the end of such twenty four (24) month period.

Stunting Promotion. For each calendar quarter of the Term, Sony shall provide to Comcast for distribution on a DHE basis, a minimum of one (1) Sony-created movie collection comprised of at least 10 Library Picture titles (distinct from the titles outlined in Section 3 of this Exhibit E) each such movie collection available for a minimum of two (2) weeks. Seven (7) of the titles in such collection shall have Fees that do not exceed the amount set forth in the first row of the following table and three (3) of the titles in such collection shall have Fees that do not exceed the amount set forth in the second row of the following table:

|HD (and any higher-resolution |SD Fee cap |

|format(s)) Fee cap | |

|$7.50 |$5.00 |

|$5.50 |$3.49 |

5. In addition to viewing of download content on registered Approved Devices, user may view content by streaming or progressive download on up to 2 (two) registered Approved Devices at any one time.

Custom Launch Promotion. For each twelve (12) month period of the Term, Fees for certain Selected Content assets shall be temporarily reduced as follows:

6 Six (6) widely theatrically released New Release titles (three (3) of such New Release titles with DBOs in excess of One Hundred Million Dollars ($100,000,000)) that have not-yet been distributed on a DHE basis and are provided to Comcast by Studio for distribution on a DHE basis shall have Fees that do not exceed the following for a period of five (5) months immediately following each such New Release’s Availability Date:

|HD (and any higher-resolution |SD Fee cap |

|format(s)) Fee cap | |

|$9.50 |$7.50 |

provided, that at such time that three (3) of the following four (4) DHE retailers participate in the UltraViolet Ecosystem, Comcast agrees to reduce the number of New Release titles subject to the promotional pricing set forth in the table above from six (6) to four (4) titles: Apple, Microsoft Xbox, Verizon FiOS TV, and Amazon.

8 At least sixty (60) days before the start of each calendar month of the Term (each such calendar month of the Term, a “Library Discount Month”), Studio shall provide written notice to Comcast (each such notice, a “Library Discount Notice”) containing: (i) a list of at least one hundred (100) top-performing Library Pictures; and (ii) designation of two (2) separate weeks in each Library Discount Month (each of such two (2) weeks, a “Library Discount Window”). By written notice provided to Studio no more than thirty (30) days following receipt of the Library Discount Notice, Comcast shall have the right to select (a) up to six (6) of the Library Pictures listed in each Library Discount Notice for each applicable Library Discount Window in each Library Discount Month (“Selected Library Pictures”), which Selected Library Pictures shall have Fees that do not exceed the amounts set forth in the first row of the following table during each Library Discount Window; and (b) up to six (6) additional Selected Library Pictures, which Selected Library Pictures shall have Fees that do not exceed the amount set forth in the second row of the following table during each Library Discount Window:

|HD (and any higher-resolution |SD Fee cap |

|format(s)) Fee cap | |

|$7.50 |$5.00 |

|$5.50 |$3.49 |

6. Comcast shall employ effective mechanisms to discourage the unauthorized sharing of account credentials. Such effective mechanisms could include ensuring that unauthorized sharing of Account credentials exposes sensitive details or capabilities, such as significant purchase capability or credit card details. Users are permitted to move Non-UV Included Programs from one registered Approved Device to another registered Approved Device.

Seeded Titles. In order to promote Comcast’s distribution of Selected Content on a DHE basis, Studio shall provide to Comcast a minimum of five (5) motion pictures, (and Studio shall use commercially reasonable efforts to select such motion pictures from its most-compelling, high-quality content) (such selected motion pictures, the “Seeded Titles”), which motion pictures Comcast may distribute for free to Comcast customers (each a “Seeding Promotion”) as follows:

10 at such time as Comcast begins to distribute Selected Content on a DHE basis, Comcast and/or any end user may select up to three (3) total motion pictures per Account from all the motion pictures designated by Studio and any other studios participating in the Seeding Promotion as seeded titles as part of the Seeding Promotion, which may include one or more of the Seeded Titles (it being understood that if Comcast selects the titles that are included in such Seeding Promotion, only up to two (2) of such titles may be Seeded Titles, but if an end user selects the titles that are included in such Seeding Promotion all three (3) of such titles may be Seeded Titles) and Comcast may distribute such selected seeded titles to such end user; and

11 at such time as a Customer first links a UV Account to an Account, Comcast and/or such Customer may select up to ten (10) total free motion pictures per Account (including any motion pictures received pursuant to Section 4.1 of this Exhibit G) from all the motion pictures designated by Studio and any other studios participating in the Seeding Promotion as seeded titles as part of the Seeding Promotion, which may include one or more of the Seeded Titles (it being understood that if Comcast selects the titles that are included in such Seeding Promotion, only up to two (2) of such titles may be Seeded Titles, but if an end user selects the titles that are included in such Seeding Promotion up to five (5) of such titles may be Seeded Titles) and Comcast may distribute such selected seeded titles to such Customer.

12 No Fee shall be payable by Comcast to Studio for the distribution of such titles.

13 The rights granted to Comcast under this Exhibit G with respect to Seeded Titles are expressly conditioned on, and shall not be effective until, Comcast has secured from all other Major Studios licensing content to the Licensed Service on a DHE and/or UV basis at the time of each such promotion, as applicable, the right to provide similar rights for a minimum of five (5) feature length motion pictures per promotion free of charge.

Performance Incentive Plan [[NTD: Comcast willing to discuss removing performance incentive plan contingent on Studio agreeing to Custom Launch Incentive proposal]]

Co-Op Fund. Studio agrees to contribute to a co-op marketing fund (the “Co-Op Marketing Fund”) for each calendar year during the Term beginning on January 1, 2014, consistent with the contributions by Studio for the calendar year 2012. The monetary contribution to the Co-Op Marketing Fund by Studio for each such calendar year shall be Three Million Nine Hundred Thousand Dollars ($3,900,000) (or a pro rata amount for such shorter period). Such monies contributed by Studio shall be deployed exclusively for the marketing and promotion of the distribution by Comcast of the Included Programs on a DHE basis pursuant to this Agreement and/or video content from Studio on a transactional VOD basis.

7. Comcast shall monitor the registration and de-registration of Approved Devices from the User’s set of 6 (six) to ensure that abuse is not occurring. By way of example abuse can occur if a user allows others to temporarily register devices to that user’s account for the purposes of sharing content. Action shall be taken to stop abuse.

EXHIBIT F

FEES

[[Note: This Exhibit Fremains open as part of pricing and incentives negotiations.]]

EXHIBIT F

REPORT DATA FIELDS

• Provider

• Title name

• Transaction date

• Number of transactions

• Purchase type – EST Buy vs. other types (e.g., upsells/upgrades)

• Format (SD/HD)

• Retail price

• Platform (online/STB)

Document comparison by Workshare Professional on Thursday, December 05, 2013 6:59:52 PM

|Input: |

|Document 1 ID | Documents/EST/Sony/Comcast-Sony |

| |DHE Agreement (Sony Draft11Oct13).doc |

|Description |Comcast-Sony DHE Agreement (Sony Draft11Oct13) |

|Document 2 ID | Internet |

| |Files/Content.Outlook/KKE5XY6U/Sony Electronic Sell Through VOD Agreement (Comcast Draft 12 |

| |05 13).doc |

|Description |Sony Electronic Sell Through VOD Agreement (Comcast Draft 12 05 13) |

|Rendering set |standard |

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|Statistics: |

| |Count |

|Insertions |720 |

|Deletions |765 |

|Moved from |58 |

|Moved to |58 |

|Style change |0 |

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|Total changes |1601 |

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