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LIBRARY AGREEMENTThis Library Agreement (this “Agreement”) is entered into as of December 1, 2013 (the “Effective Date”) between STARZ ENTERTAINMENT, LLC, formerly known as STARZ ENCORE MEDIA GROUP, LLC, located at 8900 Liberty Circle, Englewood, Colorado 80112-7057 (“STE”), and SONY PICTURES TELEVISION INC., located at 10202 West Washington Boulevard, Culver City, California 90232 (“Licensor”).Definitions. “Adult Program” shall mean any motion picture that has either been rated (i) NC-17 or successor rating (or if unrated would likely have received a rating of NC-17 if it had been submitted to the MPAA for rating), other than a title released by any Major Production/Distribution Studio, or a title otherwise deemed not to be an Adult Program by Licensor in its sole discretion or (ii) X (or is unrated and would have likely received an X if it had been submitted to the MPAA for rating).“Digital Cinema” shall mean the exhibition in a theater intended primarily for the exhibition of motion pictures of an intangible, digital or electronic format embodying a motion picture.“DVD functionality” with respect to any Licensed Picture means the capability of a customer to perform any or all of the following functions with respect to the viewing of such Licensed Picture: stop, start, pause, play, rewind, fast forward and (provided that Licensor shall have final approval over chapter break points) chaptering, but not recording.“Exhibition Day” shall mean with respect to each Licensed Picture and each channel of the STE Pay Television Services a period of twenty-four (24) consecutive hours during which such Licensed Picture may be exhibited up to three (3) times, provided, that (a) solely with respect to Library Features (and not to Library Series), only one exhibition per Exhibition Day may commence between the hours of 7:00 p.m. and 11:00 p.m. and (b) in no event shall two exhibitions during any Exhibition Day be scheduled on a back-to-back basis. Exhibitions on separate channels of the STE Pay Television Services shall count as separate Exhibition Days; provided that the following shall not be counted as separate Exhibition Days:Viewings on a Subscription-On-Demand basis; orExhibition of a Licensed Picture on different time zone feeds of the same channel of an STE Pay Television Service, and, provided the following are Mirror Services of each other, exhibition of a Licensed Picture in different formats (e.g., digital and analog, English and Spanish, standard and high-definition) on the STE Pay Television Service. “Mirror Service” shall mean channels on a Pay Television Service with substantially identical programming schedules; provided, that solely in the case of a Spanish-language channel of an STE Pay Television Service, the requirement of “substantially identical programming” shall be applied on a somewhat less stringent basis and, accordingly, shall be deemed satisfied so long as, in every given month, the programming schedule of the Spanish-language channel is at least 75% identical during prime time, and at least 75% identical overall, to that of the primary English-language channel of such STE Pay Television Service.“Home Video” shall mean the exploitation of a motion picture embodied in a Physical Medium that is rented or sold for the sole purpose of private viewing where no admission fee is charged with respect to such viewing. In addition, for the purposes of this Agreement, Home Video shall expressly include Sell-Through Electronic Video, Manufacture-On-Demand, and In-Store Digital Download. Home Video shall also include any digital entitlements (including digital or electronic copies) to a motion picture that are granted to or otherwise offered to any purchaser or owner of a Physical Medium embodying such motion picture (e.g., Ultraviolet, disc-to-digital conversion, digital copy, “virtual locker”/”sky locker” or similar rights) and such digital entitlements shall be treated, for purposes of this Agreement, the same as the Physical Medium for such motion picture and such digital entitlements shall not constitute Pay-Per-View, Video-On-Demand, In-Store Digital Download or Sell-Through Electronic Video.“In-Store Digital Download” shall mean the transmission or distribution of a motion picture for which a transaction charge is made to the customer for the privilege of downloading the particular motion picture on a per-transaction basis by any means in any intangible, digital or electronic form now known or hereafter devised from an apparatus in a fixed location outside of a customer’s residence (e.g., a kiosk in a retail store), whether such motion picture is stored in the apparatus or delivered to the apparatus from an off-site server, to any Storage Device. Notwithstanding the foregoing, In-Store Digital Download may also include operating on a subscription basis for which a period fee is charged. For purposes hereof, In-Store Digital Download shall be deemed to be included in the definition of Home Video.“Internet” shall mean the non-licensed, open access, open to the general public (as opposed to an intranet), data delivery network or networks for point-to-point or point-to-multipoint transfer of digital information (including but not limited to video, audio and text) using open protocols (e.g., TCP or IP), wired or wireless, to any device capable of accommodating open protocol, including TV’s, PC’s, set-top boxes and other Internet-enabled devices.“IPTV” shall mean all forms of delivery of video programming to subscribers over a closed system or other form of private network (and not over the publicly available Internet) employing Internet protocol (e.g. TCP/IP technology) and which are sourced by the same network operator that owns or directly controls the "last mile" to the consumer's premises. Examples of IPTV providers include Verizon’s Fios service and AT&T’s U-verse service.“Library Feature” shall mean each of the five hundred and ten (510) feature-length motion pictures licensed hereunder and set forth on Exhibit A attached hereto.“Library Series” shall mean each of the five (5) television series licensed hereunder and set forth on Exhibit A attached hereto.“Licensed Picture” shall mean each of the Library Features and the Library Series.“License Period” for each Licensed Picture shall mean the period during which STE may exhibit such Licensed Picture in accordance with the terms set forth herein and, for each title, shall be set forth on Exhibit A. For the avoidance of doubt, a single License Period may be split into more than one window if so indicated on Exhibit A.“Licensor Affiliate” means Sony Corporation and each present or future subsidiary thereof other than Licensor.“Major Production/Distribution Studio” shall mean any of the following entities: (i) Warner Bros., Paramount Pictures Corporation, Twentieth Century Fox Film Corp., Sony Pictures Entertainment Inc., Walt Disney Company, Universal Studios, Inc., Dreamworks, Metro-Goldwyn-Mayer, Inc., Summit/Lionsgate, GK Films, Film District, Relativity Media, CBS Films, the Weinstein Company and any successors thereto if operating in substantially the same manner as such entities operate as of the Effective Date, and (ii) any future MPAA member company; provided, that with respect to any entity covered by the foregoing subclause (ii) (and not subclause (i) above) (A) no such entity shall be considered a “Major Production/Distribution Studio” unless in the Year prior to the Year in which the applicable determination of Major Production/Distribution Studio is required under this Agreement such entity had gross domestic box office revenues of at least $250 million but, (B) with respect to any such entity that is newly created, such entity shall qualify for “Major Production/Distribution Studio” status hereunder (even if it doesn’t otherwise qualify under the foregoing subclause (A)) during the calendar year in which it commences operations and the calendar year following immediately thereafter, so long as such entity is party to an Output Agreement with any of STE, HBO, Showtime, EPIX or Netflix. An “Output Agreement” shall mean an agreement pursuant to which a Major Production/Distribution Studio licenses motion pictures to STE for Pay Television exhibition that (i) is applicable to motion pictures which have Pay Television license periods during the Term of this Agreement and (ii) is for a period of more than one year. “Manufacture-On-Demand” means a method of distributing video programming on a Physical Medium embodying such video programming whereby such Physical Medium is manufactured upon a customer’s order and purchase of such Physical Medium, and then delivered either to the customer directly or to a retailer for in-store pick-up by the customer. For purposes hereof, Manufacture-On-Demand shall be deemed to be included in the definition of Home Video.“Negative Option Basis” shall mean a fee arrangement whereby a consumer is charged alone, or in any combination, a service charge, a separate charge or other charge but is entitled to a reduction or series of reductions thereto on a program-by-program basis or service-by-service basis, as the case may be, in the event such consumer affirmatively notifies the distributor of such consumer’s determination not to receive or have available for reception such particular program or such particular service, as the case may be.“New Media” shall mean any means of delivery (including delivery over mobile/cellular networks) other than cable, satellite, IPTV or the Internet.“New Closed System Delivery” shall mean all forms of delivery of video programming to subscribers over a closed system or other form of private network (and not over the publicly available Internet) employing any secure protocol, other than Internet protocol, and which are sourced by the same network operator that owns or directly controls the "last mile" to the consumer's premises. “Non-Theatrical Exhibition” shall mean the exhibition of a motion picture initiated in educational and institutional facilities, airlines in flight, oil rigs, public transportation, corporate locations, ships-at-sea, U.S. military bases, nursing homes, hospitals, hotels, motels, prisons and other similar locations or forms of transportation, regardless of the technology used for, and the origin of, such delivery, in public, common areas of such locations and forms of transportation and in non-public, non-common areas of such locations and forms of transportation. Notwithstanding the foregoing, the exhibition of motion pictures at college campuses and dormitories by Swank in the manner that it is delivering such exhibition as of the Effective Date (i.e., direct to dormitory rooms and college apartments via closed-circuit delivery for a subscription fee included in the room rate) shall be considered to be included in the definition of Non-Theatrical Exhibition for so long as at least 2 Major Production/Distribution Studios (which may not include Licensor, and one of which must be Walt Disney Company, Universal Studios, Warner Bros. or Twentieth Century Fox Film Corp.) are licensing first run theatrical motion pictures to such Non-Theatrical service.“Open Internet Service” shall mean any service or website that offers an STE Service over the Internet on any basis other than an “authenticated” basis to subscribers that subscribe to and receive the corresponding STE Service by means of cable, satellite, IPTV or New Closed System Delivery from a cable, satellite, IPTV or New Closed System Delivery provider that offers multichannel video programming services (such provider as applicable, a “Multichannel Video Programming Distributor” or “MVPD”) that provides such subscribers access to the STE Service via the Internet as a value-added service (i.e., for no additional consideration) in connection with their subscription to the corresponding STE Service delivered by means of cable, satellite or IPTV (i.e., so-called “TV Everywhere”). For clarity (but without limiting the generality of the foregoing), so-called over-the-top (“OTT”) services such as Netflix (as it exists on the Effective Date) shall be deemed Open Internet Services for purposes hereof.“Open Internet Subscriber” shall mean each consumer that subscribes to an Open Internet Service.“OTT Video Package” shall mean a subscription package of video programming made available via the Internet by an OTT provider.“Pay-Per-View” or “PPV” shall mean the transmission of a single motion picture transmitted by means of Television, on a linear pre-scheduled basis where the start time is scheduled by the distributor and not by the consumer and for which a transactional charge (in cash or in kind) is made to the consumer for the privilege of viewing the particular motion picture, alone or together with any goods or services that may be bundled therewith, on a per-exhibition basis. PPV may be offered on a multiple channel basis with varying scheduling patterns and may offer multiple exhibitions of a single motion picture over a period of time not to exceed 72 hours, but not on a Negative Option Basis. In addition, special limited promotional offers (including give-away coupons, free buys, extended viewing opportunities and the like) shall nevertheless constitute PPV; provided, that the provider making such offer may not make such offer available to any individual consumer for more than 60 days per Year. For this purpose, PPV does not include operating on a subscription basis and, therefore, shall not include any service for which a consumer is charged a “club” or other similar “access” fee (which shall not, for the purposes of this definition, be deemed to include any basic cable, digital/data plan or Internet access fee) solely for the privilege of being able to view motion pictures via PPV, unless such “club” or similar access fee is a nominal sum (i.e., an annual fee not to exceed $10) that is non-creditable against any per exhibition consumer transaction fees and in all events is a charge that is more than merely a fee to gain access to the PPV motion pictures alone. However, PPV may include a service where a consumer is required to pay an equipment rental fee or to purchase equipment in order to obtain such service, provided, that no part of such equipment rental fee or purchase price, as applicable, is credited or paid directly or indirectly to Licensor, and provided further that Licensor, when acting as a retailer and not a wholesaler, may receive an equipment rental fee or purchase price, as applicable, and such equipment rental fee or purchase price shall not count as a “club” or similar access fee, if a majority of Major Production/Distribution Studios, when acting as a retailer and not a wholesaler, are also receiving an equipment rental fee or purchase price. For purposes of clarification, Licensor shall not be deemed to have “indirectly” received an equipment rental fee or purchase price if such equipment rental fee or purchase price is received by a Licensor Affiliate that is not an SPE Group Member, including without limitation Sony Corporation of America and Sony Electronics. PPV shall not include transmissions on a Sell-Through Electronic Video basis or exhibitions via Digital Cinema. For purposes of clarification, (i) the 72 hour period shall commence at the time the motion picture is exhibited for more than five continuous minutes and (ii) if the recipient is able to make a copy of the applicable PPV transmission of the motion picture and does so by taking independent action in addition to ordering the applicable PPV transmission, the fact that such recipient may be able to view such copy beyond the expiration of the aforesaid 72 hour period shall not cause such mode of exhibition to fall outside this definition of “PPV.”“Pay Television” shall mean transmissions or exhibitions by any form of Television (including, without limitation, the right to authorize transmission by third parties, including, without limitation, MVPDs, Internet connectivity providers and Open Internet Service providers) to a subscriber of a Programming Service upon payment by such subscriber of a periodic subscription fee charged on a not less than monthly subscription basis except as set forth in Section 16(c), Section 16(d) and Section 2(a)(iii). All such Pay Television channels or services shall be (i) encrypted at all times (except as set forth in Section 16(c)), (ii) on a commercial-free, non-advertiser supported basis, and (iii) offered to such subscriber for an additional charge (for a single channel or service or group of channels or services) over and above the charge to such subscriber for the obligatory basic tier of programming or access. For purposes of clarification, “home-shopping” segments and “infomercials” (as such terms are commonly understood as of the Effective Date) shall each be considered advertiser-supported activities, but (A) billboards and signboards within a given program (which may include the name and/or logo of a third-party commercial entity and/or product), provided, that ads in such billboards and signboards are not served via dynamic insertion, and (B) product placements that are contained in any program (e.g., clothing worn by sports figures) shall not be considered advertiser-supported activities.“Physical Medium” means a tangible recording or storage medium now known or hereafter devised, including videotape, video disks, video cassette, laser video disc, standard, HD and Blu-ray DVD, hard drive, portable media devices, flash drives, memory sticks, floppy disks, zip drives and portable storage devices.“Programming Service” shall mean a linear, streamed, regularly scheduled Television programming service predominately delivered via broadcast, cable or satellite transmission.“Promotion” shall mean, with respect to an STE Service, a promotion that meets all of the following qualifications: (i) a promotion that is, and is clearly communicated as being, targeted at non-current customers and upgrades wherein the current customers do not have such STE Service prior to the upgrade, (ii) a promotion that is, and is clearly communicated as being, available for a limited time only, the end date of which shall be clearly communicated and (iii)?the full price that such STE Service shall be reset to after the promotion is over is clearly communicated.“Sell-Through Electronic Video” means the electronic transmission of a digital file embodying a motion picture for which a per-transaction charge (in cash or in kind) is made to the consumer for the purchase or rental of such digital file, alone or together with any goods or services that may be bundled therewith, and that is authorized for retention by the recipient by means of a Storage Device for a period of more than 72 hours commencing at the time the motion picture is exhibited for more than five continuous minutes (and not at the time the file is received by the recipient), and which shall be deemed to be included within the definition of Home Video for the purposes hereof. For clarity, (i) special limited promotional offers (including give-away coupons, free buys and the like) shall nevertheless constitute Sell-Through Electronic Video; and (ii) the provider making such promotional offer may not make such offer available to any individual consumer for more than sixty (60) days per Year. The parties acknowledge that Sell-Through Electronic Video may be used by consumers for the purpose of “library-building,” in that a consumer may permanently store a motion picture received by means of Sell-Through Electronic Video on Storage Devices. For the avoidance of doubt, Sell-Through Electronic Video shall not include operating on a subscription basis for which a periodic fee is charged, it being agreed that two-for-one discounts, bundled or installment sales shall not constitute operating on a subscription basis.“SPE Group Member” means Sony Pictures Entertainment Inc. (“SPE”) and any entity for which SPE., either directly or through an unbroken chain of Controlled Entities:owns at least 50% of the capital stock or similar equity interests of such entity;owns or has sufficient interest in any class or classes of securities or other equity interests, individually or collectively, to possess the right, or through any contractual arrangement possesses the right, to elect, designate or remove a majority of such entity’s directors or like governing officers, except in the event such election, designation or removal rights are exercisable as a result of (A) the bankruptcy or insolvency of such entity or (B) the default provisions of the governing instrument evidencing such securities or equity interests or the default provisions of the agreement(s) giving rise to the aforesaid contractual arrangement (but this exception (B) shall apply only during the 18 month period following the default event giving rise to such election, designation or removal right and any continuous period thereafter during which any SPE Group Member is actively attempting to dispose of its interest in such entity).For purposes hereof, an entity shall be considered a “Controlled Entity” of another entity (the “Controlling Entity”) only if such Controlling Entity owns or has sufficient interest in any class or classes of securities or other equity interests, individually or collectively, to possess the right, or through any contractual arrangement possesses the right, to elect, designate or remove a majority of the Controlled Entity’s directors or like governing officers, except in the event such election, designation or removal rights are exercisable as a result of (A) the bankruptcy or insolvency of the Controlled Entity or (B)?the default provisions of the governing instrument evidencing such securities or equity interests or the default provisions of the agreement(s) giving rise to the aforesaid contractual arrangement (but this exception (B) shall apply only during the 18 month period following the default event giving rise to such election, designation or removal right and any continuous period thereafter during which the Controlling Entity is actively attempting to dispose of its interest in such Controlled Entity).“STE Pay Television Services” shall mean any of the Pay Television services, without regard to the number of channels of such services, that are operated or managed by STE and for which STE owns at least 50% of the equity or other ownership interest of such service, each of which shall be offered on a not less than monthly subscription basis (other than as specified in Sections 2(a)(iii), 16(c) and 16(d)), which shall be subject to the limitations elsewhere set forth in this Agreement (including, without limitation, Section 1(ee), 2(c) and 2(d) hereof), and which shall be available solely to subscribers in the Territory.[Jeff/Candace: This definition in the 2006 library deal also included pay tv services that are less than 50% (but at least 20%) owned by Starz as a joint venture with no other major studio or with one other major studio, and we imposed some exhibition restrictions on those JV services (i.e., Starz couldn’t exhibit our library content on more than 4 channels of up to 2 JV services). The definition as drafted (taken from our output deal) is more favorable to us so I think we should leave it as is, but I just wanted to flag it for you.]“STE Services” shall mean the STE Pay Television Services and the STE SOD Services, either singly or collectively. Except as otherwise provided above, no STE Service shall be permitted to direct viewers to, or include “click-through” options directly to, an Internet web-site or similar Internet or intranet location other than: (i) an Internet web-site or similar Internet or intranet location of STE or any Controlled Entity of STE, provided, that such Internet web-site or similar Internet or intranet location is “branded” and operated by STE or such Controlled Entity of STE and is predominantly focused on STE’s or such Controlled Entity’s owned and operated Pay Television businesses and provided further that such STE Internet web-site or similar Internet or intranet location may be branded or labeled with a reference to the then-current parent company of STE; (ii) a Licensor-approved Internet web-site or similar Internet or intranet location; (iii) the Internet web-site or similar Internet or intranet location for a particular program or program provider, to the extent that the particular program (as delivered to STE by the applicable provider) itself contains the applicable reference (e.g., if STE exhibits a motion picture, such motion picture’s end credits can contain a reference to an Internet web-site for such motion picture or for such motion picture’s provider); and (iv) the Internet web-site or similar Internet or intranet location for a particular third party program or a third party program provider, to the extent that a making-of or similar promotional content therefor (as delivered to STE by the applicable provider) or any promotion created by any party for such motion picture itself contains the applicable reference (e.g., if STE exhibits a “making of” feature or other promotion regarding a particular third party’s motion picture, such “making of” can contain a reference to an Internet web-site for such motion picture or for such third party).“STE SOD Service” shall mean any SOD service that is operated or managed by STE and for which STE owns at least 50% of the equity or other ownership interest of such service, which shall be subject to the limitations elsewhere set forth in this Agreement (including, without limitation, in Sections 1(ee), 2(c) and 2(d) hereof) and which shall be available solely to subscribers in the Territory. Except for Un-tethered SOD Services, which may be packaged and/or bundled only in accordance with Section 2(c)(ii) hereof, the STE SOD Services may only be offered as an ‘enhancement’ to the STE Pay Television Services. For purposes hereof, any STE SOD Service will be considered to be offered as an ‘enhancement’ to an STE Pay Television Service only if such STE SOD Service is only offered to and made available to (for no additional consideration) subscribers to such STE Pay Television Service as part of an authenticated access and/or so-called “TV Everywhere” expanded viewing opportunity platform.“Storage Device” means any storage technology as may be in use from time-to-time from and after the Effective Date, including without limitation Physical Medium and intangible storage technologies such as remote DVRs and “virtual lockers”/“sky lockers.”“Subscription-On-Demand” or “SOD” means a method of viewing motion pictures and other programming with or without DVD functionality at a start time selected by the viewer. An SOD service is not considered Pay Television hereunder, but must otherwise itself satisfy all of the requirements for a Pay Television channel (e.g., commercial-free, non-advertiser supported and as otherwise set forth in the definition of “Pay Television”, including clauses (i) through (iii) thereof), other than the requirement that a Pay Television channel be a linear, regularly scheduled service and, provided that the SOD service is delivered over the Internet, the requirement that it be made available to a subscriber of a Programming Service. No “per transaction” or “per exhibition” charge may be made to subscribers as a condition of receiving and/or viewing any particular programming by means of SOD. In no event shall an SOD service be made available on a Negative Option Basis.“Television” shall mean all forms of transmission of video signals from a distance by any means now known or hereafter devised, including without limitation Internet and New Media, to a consumer in a home or other non-public venue, or to a consumer’s personal portable device or Storage Device in the ordinary course of viewing, for personal use. Television shall not include any form of Home Video (including, without limitation, Sell-Through Electronic Video, In-Store Digital Download and Manufacture-On-Demand), Digital Cinema or Non-Theatrical Exhibition hereunder.“Territory” shall mean the United States of America, and its territories, possessions, trusteeships and instrumentalities (including Puerto Rico, Guam and U.S. Virgin Islands), and, subject to Licensor having Pay Television rights, Bermuda.“Un-tethered STE SOD Service” shall mean an STE SOD Service that is delivered via the Internet and that is not offered as an ‘enhancement’ to an STE Pay Television Service. For purposes hereof, any such Internet delivered STE SOD Service will be considered to be offered as an ‘enhancement’ to an STE Pay Television Service only if such STE SOD Service is only offered to and made available to (for no additional compensation) subscribers to such STE Pay Television Service as part of an authenticated access and/or so called “TV Everywhere” expanded viewing opportunity platform.“Video-On-Demand” or “VOD” shall mean the transmission of a single motion picture transmitted via any form of Television where the start time is scheduled by the consumer and not the distributor, where the consumer can view the motion picture over a period of time not to exceed 72 hours and for which a transactional charge (in cash or in kind) is made to the consumer for the privilege of viewing the particular motion picture, alone or together with any goods or services that may be bundled therewith, on a per-exhibition basis, but not on a Negative Option Basis. For clarity, (i) special limited promotional offers (including give-away coupons, free buys, extended viewing opportunities and the like) shall nevertheless constitute VOD; and (ii) the provider making such offer may not make such offer available to any individual consumer for more than 60 days per Year. For this purpose, VOD does not include operating on a subscription basis and, therefore, shall not include any service for which a consumer is charged a “club” or other similar “access” fee (which shall not, for the purposes of this definition, be deemed to include any basic cable, digital/data plan or Internet access fee) solely for the privilege of being able to view motion pictures via VOD, unless such “club” or similar access fee is a nominal sum (i.e., an annual fee not to exceed $10) that is non-creditable against any per exhibition consumer transaction fees and in all events is a charge that is more than merely a fee to gain access to VOD motion pictures alone. However, VOD may include a service where a consumer is required to pay an equipment rental fee or to purchase equipment in order to obtain such service, provided, that no part of such equipment rental fee or purchase price, as applicable, is credited or paid directly or indirectly to Licensor, and provided further that Licensor, when acting as a retailer and not a wholesaler, may receive an equipment rental fee or purchase price, as applicable, and such equipment rental fee or purchase price shall not count as a “club” or similar access fee, if a majority of Major Production/Distribution Studios, when acting as a retailer and not a wholesaler, are also receiving an equipment rental fee or purchase price. For purposes of clarification, Licensor shall not be deemed to have “indirectly” received an equipment rental fee if such equipment rental fee or purchase price is received by a Licensor Affiliate that is not an SPE Group Member, including without limitation Sony Corporation of America and Sony Electronics. VOD shall not include transmissions on a Sell-Through Electronic Video basis. For purposes of clarification, (i) the 72 hour period shall commence at the time the motion picture is exhibited for more than five continuous minutes (and not at the time the motion picture is received by the recipient) and (ii) if the recipient is able to make a copy of the applicable VOD transmission of the motion picture and does so by taking independent action in addition to ordering the applicable VOD transmission, the fact that such recipient may be able to view such copy beyond the expiration of the aforesaid 72 hour period shall not cause such mode of exhibition to fall outside this definition of “VOD”.“Year” shall mean calendar year unless otherwise specified.Other Definitions. The following terms will have the meaning set forth in the Section indicated:TermSectionAccountSchedule UAPSExhibit CApproved Licensor Auditor28(a)(i)Breach-Related Suspension24Breach-Related Suspension Notice24(c)(ii)Breaching STE Distributor Affiliate24Certified Subscriber Report28(f)Content Protection SystemExhibit CContent Usage ModelExhibit CControlled Entity1(cc)(iii)Controlling Entity1(cc)(iii)Coordinated National Preview 16(c)(iv)Copy Control Information or CCI16(b)(i)(A)CSPsExhibit CDTCPExhibit CDVIExhibit CEffective DatePreambleEncore Channel2(d)(i)Entertainment Bundle2(c)(ii)Existing Basic Cable Agreement2(b)(2)Expanded Breach-Related Suspension Notice24(c)(ii)Free Cable Trials16(d)(i)Free Internet Trial16(d)(ii)HDCPExhibit CHigh DefinitionExhibit CInitial Breach-Related Suspension Notice24(c)Internet Services2(d)(v)Internet Service Terms and Conditions2(d)(v)LaboratoryExhibit BLater Acquired Significant Service2(f)LicensorPreambleLicensor MFN Provision28(a)(i)MasterExhibit BMirror Service1(d)(ii) Multichannel Video Programming Distributor or MVPD1(t)New Version9OTT1(t)Output Agreement1(n)Pay-Per-Stay Room2(a)(iii)Playback ClientsSchedule UPre-Approved DRMExhibit CPreview16(c)(i)Reinstatement Notice16(b)(ii)(B)Reinstatement Implementation Notice24(c)(i)Restricted Materials9Section 24(c)(iv) Breach24(c)(iv)Side LoadingExhibit CSingle-Service Preview16(c)(iv)SPE1(cc)Standard DefinitionExhibit CStarz Channel2(d)(i)STEPreambleStudio Industry16(b)(i)(A)(I)Suspension16(b)(ii)(B)Suspension Notice16(b)(ii)(B)Term5Ultra-HDExhibit CVideo ReproductionsExhibit BWide Release FilmsExhibit AWithdrawal Causes15License. Licensor hereby licenses the Licensed Pictures to STE exclusively (as and to the extent herein provided), under copyright, for exhibition on the STE Services in the Territory during the License Period on the terms and conditions contained herein. STE agrees to pay Licensor the License Fee specified in Section 6 herein for each Licensed Picture, whether or not such Licensed Picture is exhibited.Rights and Limitations.STE shall have the right to deliver the STE Services by any means by which Pay Television can be delivered, for private use in non-public venues and to a consumer’s personal portable device or, with respect to an STE SOD Service only, any Storage Device within the Territory, subject to each of the provisions of this Agreement, including without limitation subsection (iv) below and Sections?14 and 15 hereof. STE’s right to deliver Licensed Pictures over the Internet or New Media shall be conditioned upon STE using security provisions that are equally or more effective and equally or more robust as those used by any of Licensor, HBO, Showtime or any other permitted premium Pay Television service delivering Licensed Pictures or comparable (in terms of age, color/black & white and licensor/producer) theatrical motion pictures over the Internet (including, without limitation, copy protection technology as required pursuant to Section 16) in the Territory; provided, however, that STE shall be required to comply, at a minimum, with the other provisions set forth in Section 16 at all times until the expiration of the last License Period to expire hereunder. Additionally, STE shall be authorized by Licensor to exhibit or license the exhibition of the Licensed Pictures only as part of the STE Services on any and all systems available hereunder to STE or utilized by other Pay Television services in the Territory which service temporary or other transient living accommodations including hotels and motels, military bases, prisons, ships, dormitories and the like, Ronald McDonald Houses, oil rigs, and hospitals, provided, that this license does not authorize exhibition in common or public areas.In addition to sales on a not less than monthly subscription basis, STE shall be authorized to sell and to allow affiliated delivery systems to sell the STE Services (including STE SOD Services) on a pay-per-stay basis for exhibition in rooms in hotels, motels, resorts, time-shares and other temporary lodging facilities only (each such room is referred to as a “Pay-Per-Stay Room”), as follows: the subscriber shall have the right to purchase only the STE Services, in the same form and on the same schedule as their distribution to not less than monthly subscribers, for not less than twenty four hours of continuous service, for a fee separate and apart from fees or charges the consumer pays for other programming, products or services; provided, that STE may not sell or allow affiliated delivery systems to sell Un-Tethered STE SOD Services on the basis described in this Section 2(a)(iii)In the event that any STE Pay Television Service is offered on an a la carte, packaged or bundled basis, such STE Service must be made available solely in connection with a mandatory “buy-through” of at least one (1) bona fide tier of Programming Services including a substantial number of Programming Services available on basic cable as of the Effective Date (including twenty-four (24) hour news channels, broadcast channels, retransmitted local stations and ad-supported cable networks). For clarity, as used herein, “package” shall refer to a tier or collection of Programming Services that are not also each available on an a la carte basis and “bundle” shall refer to a collection of services that are also each available on an a la carte basis.The rights granted herein do not include the right of STE or its affiliates to sub-distribute, sublicense, or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store), or “power” (e.g., “Yahoo! Video Store powered by Starz” is not permitted, but “Starz Play powered by Verizon” is permitted) the Licensed Pictures without Licensor’s prior written approval.? For clarity, subject to the other requirements and provisions of this Agreement, STE may allow a licensee such as Netflix to offer its service on a platform (e.g. Xbox Live), but STE may not allow its licensee to subdistribute.? For example, subject to the other requirements and provisions of this Agreement, Netflix is permitted to offer the Netflix service (including Starz Play) on Xbox if the only Xbox users who have access to such service are the ones that have a Netflix subscription that qualifies them to obtain Starz Play.? Netflix would not be permitted to offer Starz Play to Xbox users who can access it using only their Xbox account/credentials. For the avoidance of doubt, nothing contained herein limits STE’s ability to have a direct relationship with the third party with whom STE’s pre-existing licensee may also have a relationship; for example, STE may have its own relationship with Xbox, in addition to any relationship Netflix may have with Xbox contemporaneously. Additionally, the parties agree that engaging in a relationship with a trade organization (such as, NCTC, NRTC) to license the STE Services to members of such trade organizations shall not be considered sub-distribution hereunder, and is expressly permitted. For the avoidance of doubt, a consumer who receives an STE Service from a member of any such trade organization shall count as a subscriber to such STE Service for all purposes hereunder.With respect to any Un-Tethered STE SOD Service, STE may only include the Licensed Pictures on such Service (as and when otherwise permitted under this Agreement) if such Service also includes substantially all of STE’s original programming and substantially all programming then under license to STE pursuant to any and all of STE’s Output Agreements with Major Production/Distribution Studios (unless Licensor shall otherwise waive such requirement regarding Major Production/Distribution Studio Output Agreement programming in writing following STE’s written request for such a waiver).Exclusivity and Holdbacks. [Jeff/Candace: In our output deal, we are held back against electronic transmission on a subscription, commercial free basis until after Pay 2 (other than subscription In-Store Digital Download, which is held back until the end of Pay 1). I assume we are not subject that those same holdbacks during the license periods for these library titles.]During the License Period of each Library Feature, Licensor shall not license or authorize the Television exhibition (other than on the STE Services) of such Library Feature or the promotion of any Television exhibition (other than promotion of exhibition on the STE Services) of such Library Feature to any party in the Territory; provided, however, that Licensor shall have the right to: (A) exhibit (and authorize the exhibition of) any of the Library Features by PPV and VOD, and promote (and authorize the promotion) of such exhibition at any time[; and (B) pre-promote (or authorize the pre-promotion of) any immediately following Television exhibition during the final 30 days of such Library Feature’s License Period]. [Jeff/Candace: I didn’t see this part (B) concept in the term sheet – did you want to include it?]During the License Period of each Library Series, Licensor shall not license or authorize the Television exhibition (other than on the STE Services) of such Library Series or the promotion of any Television exhibition (other than promotion of exhibition on the STE Services) of such Library Series to any party in the Territory; provided, however, that Licensor shall have the right to: (A) exhibit (and authorize the exhibition of) any of the Library Series by PPV and VOD, and promote (and authorize the promotion of) such exhibition at any time; (B) exhibit (and authorize the exhibition of) any of the Library Series other than “227” by [broadcast syndication Television] and, provided such exhibition is pursuant to an Existing Basic Cable Agreement, by basic cable Television, and promote (and authorize the promotion) of such exhibition at any time, and (C) exhibit (and authorize the exhibition of) the Library Series “227” by [broadcast syndication Television] and, provided such exhibition is pursuant to an Existing Basic Cable Agreement, by basic cable Television, and promote (and authorize the promotion) of such exhibition during the first five (5) months of its License Period. [For the avoidance of doubt, Licensor’s rights in clauses (B) and (C) of the immediately preceding sentence shall include the right to exploit the Library Series on an on-demand basis on any on-demand enhancement of such [broadcast syndication Television] service or basic cable Television service.] [Jeff/Candace: Let’s discus if you want to include bracketed language.] “Existing Basic Cable Agreement” shall mean any basic cable license agreement in effect as of the Effective Date (including any renewals, extensions, amendments or other modifications thereto) between Licensor and any of Viacom, BET, Up, Aspire or TV One. [Notwithstanding anything to the contrary herein (and without limiting Licensor’s other rights herein), Licensor may exhibit up to 2 Licensed Pictures per Year on a free on-demand basis (and authorize the exhibition of) and promote (and authorize the promotion of) such exhibition, in the Territory at any time only in accordance with the following: (A)?the exhibition of any single Licensed Picture pursuant to this subsection shall be no more than 2 months in length; and (B) such exhibition must be packaged with the purchase of a consumer electronics product or service of a Licensor Affiliate (e.g. Bravia television, Bravia Internet Video Link, PlayStation) with a retail price of not less than $100 in a single transaction.] [Jeff/Candace: Let’s discuss if you want to include this carveout which we have in the output agreement]Internet Delivery.Marketing. STE shall cause any STE Service exhibiting any of the Licensed Pictures via the Internet to be clearly and prominently branded as an STE Service (e.g., “Starz Play”). The “Starz” logo or other form of STE Service branding shall appear on all title detail pages with respect to the Licensed Pictures and on a pre-roll “bumper” prior to the commencement of playback of a Licensed Picture. STE shall use its reasonable efforts to place the “Starz” logo on the downloaded player (as applicable).? STE shall have a dedicated “Starz” branded environment/web page on each Internet service enabling users to browse only the programs exhibited on the STE Service, including the Licensed Pictures; and shall be permitted to include the Licensed Pictures in all applicable categories and listings of content available on a third party website (including, without limitation, general categories such as “All Pictures” and genres and sub-genres of motion pictures such as comedy, action, drama, and in mixed results of a search); provided, that STE shall not be permitted to list Licensed Pictures with any Adult Program (other than Adult Programs that have been or are exhibited on any of the services currently known as HBO, Cinemax, Showtime or The Movie Channel), and provided, further, that all title listings (or rollover of a title listing) and title art that appears on any Internet service combined with third party content shall be marked with the “Starz” logo and/or other comparable branding for the STE Service.? STE shall use commercially reasonable efforts to cause its logo or comparable branding to appear prominently and persistently in the main entry-level webpages of all Internet services delivering the STE Services. Unless otherwise set forth above, in each place that any Licensed Picture is listed or displayed, STE shall use its commercially reasonable efforts to cause the Starz branding and/or logo to be prominently displayed.Tiering and Packaging of Un-Tethered STE SOD Services and Linear Open Internet Services. Without limiting the provisions of Section 2(a)(iv):Un-Tethered STE SOD Services and STE Pay Television Services offered by an Open Internet Service exhibiting any Licensed Picture(s) may be sold on an a la carte basis, direct to consumers and/or bundled or packaged:With an OTT Video Package comprised solely of an “Entertainment Bundle” (as defined below), not less than 2/3 of which shall be premium video content (i.e. feature-length films or episodes of long-form television series) but not so-called “user generated content;”With high speed Internet access; and/orAs part of Amazon’s “Prime” service, as such service is configured and offered as of the Effective Date.As used herein, “Entertainment Bundle” shall mean a bundle that is delivered over the Internet comprised solely of filmed programming, video games, music, books and newspapers, but in no event Adult Programs or similar adult content. STE may propose other bundling or packaging of the STE Services (in addition to that set forth above) for Licensor’s prior approval, in which instance Licensor agrees to give due consideration to STE’s request, in good faith, taking into account all relevant facts and circumstances (including, without limitation, the premium nature of the goods/services with which SPE then bundles or packages (or has bundled or packaged within the immediately preceding four (4) month period) any Licensed Pictures made available by SPE or any SPE Group Member on a PPV or VOD basis prior to such Licensed Pictures’ License Period hereunder, the specific goods/services with which the STE Services would be bundled or packaged, STE’s and Licensor’s respective competitive considerations, an assessment as to whether the proposed bundled/packaged offering is likely to preserve or erode the “premium” nature of the STE Services and/or the “value” of the Licensed Pictures in the mind of consumers and Licensor’s “downstream” licensees, and the duration of the proposed bundled/packaged offering).In no event may an Open Internet Service bundle any Un-Tethered STE SOD Service or STE Pay Television Service with anything other than the items described in subsection (A) above without first obtaining Licensor’s written consent.If any Un-Tethered STE SOD Service or STE Pay Television Service is offered on an Open Internet Service on an a la carte basis over and above an OTT Video Package, then the price for such a la carte option must be described prominently within such Open Internet Service’s package descriptions and websites.Limitations on Un-Tethered STE SOD Services. An Un-Tethered STE SOD Service shall be required to charge a periodic subscription fee no more frequently than monthly (and in no event shall an Un-Tethered STE SOD Service be made available on a Negative Option Basis).Internet Restrictions. From and after the Effective Date, (a)?STE shall not, and shall contractually bind its Open Internet Service licensees not to, refer to any STE Pay Television Service or STE SOD Service delivered on an OTT basis as being any form of “free,” in any marketing, advertising, promotion or other public communication except as a part of a Promotion, (b) STE shall not, and shall use commercially reasonable efforts to contractually bind its licensees not to, refer to any STE Pay Television Service or STE SOD Service delivered via the Internet as being offered “at no additional cost” and the like, and (c) STE shall not, and shall use commercially reasonable efforts to contractually bind its licensees not to, refer to any STE Pay Television Service or STE SOD Service delivered via the Internet or by or on behalf of cable, satellite, IPTV and/or New Closed System Delivery Companies over the Internet on a so-called “TV Everywhere” basis as being offered “at no additional cost” and the like without also including a message that TV Everywhere access to the STE Pay Television Service or STE SOD Service is available “at no additional cost with your Starz subscription”. For clarity, messages where consumers are being encouraged to subscribe to an STE Service in order to get something else for free are permissible. The occasional and inadvertent failure of an STE affiliate to comply with the terms and conditions of this subsection 2(c)(iv) shall not constitute a breach by STE hereunder, provided that upon learning of such failure, STE promptly commences (but in no event more than seventy-two (72) hours after learning of such failure) to act in good faith to remedy any such failure and takes all reasonable action necessary to remedy such failure as soon as practicable and in any event within the cure period, if any, set forth in the applicable distribution agreement between such non-complying STE affiliate and STE.Other SOD Terms and Conditions. STE SOD Services (regardless of means of delivery, unless otherwise expressly stated) may only be made available to subscribers, subject to the following limitations.STE SOD Services (other than Un-Tethered SOD Services) must only be made available to subscribers of a STE Pay Television Service.? In each calendar month, subscribers to (A) the STE Pay Television Service currently known as Starz or a comparable STE Pay Television Service (in terms of when, within their first Pay Television “window,” motion pictures are scheduled for Pay Television exhibition and pricing to STE licensees) (each, a “Starz Channel”) shall have the right to access any Licensed Picture via SOD during (but only during) STE’s License Period(s) for such Licensed Picture and at all times subject to Section 2(d)(i)(1) and Section 2(d)(ii) below; (B) an STE Pay Television Service which is scheduled in a manner comparable to the STE Pay Television Service currently known as Encore (in terms of when, within their first Pay Television ‘window,” motion pictures are scheduled for Pay Television exhibition and pricing to STE licensees) (each, an “Encore Channel”) shall have the right to access any Licensed Picture via SOD during (but only during) STE’s License Period(s) for such Licensed Picture and at all times subject to Section 2(d)(i)(2) and Section 2(d)(ii) below; and (C) a STE Pay Television Service other than a Starz Channel or an Encore Channel shall have the right to access via SOD only those Licensed Pictures which are scheduled on such STE Pay Television Service(s) during such month to which a consumer subscribes, but only during STE’s License Period(s) for each such Licensed Picture and subject to Section 2(d)(ii) below; provided, however, that:subscribers to a linear Starz Channel shall have the right to access a Licensed Picture via SOD only during the period (A) commencing on the [later of the (I) first day of the full calendar month immediately preceding the month that such Licensed Picture is exhibited on such linear Starz Channel, and (II)] date 45 days immediately before the date such Licensed Picture is exhibited on such linear Starz Channel and (B)?ending the date 45 days after such Licensed Picture is exhibited on such linear Starz Channel; andsubscribers to a linear Encore Channel shall have the right to access a Licensed Picture via SOD only during the period (A) commencing on the [later of the (I) first day of the full calendar month immediately preceding the month that such Licensed Picture is exhibited on such linear Encore Channel and (II)] the date 45 days immediately before the date such Licensed Picture is exhibited on such linear Encore Channel and (B)?ending the date 45 days after such Licensed Picture is exhibited on such linear Encore Channel. [Jeff/Candace: I wasn’t sure what you meant by “SVOD rights limited to the 45 day test as stated in the 2013 SPT/SPE output license agreement” in the term sheet. Does that mean the “later of”(in brackets) concept goes away in (A) and (B)?]Additionally, all exhibitions via SOD shall be subject to and in accordance with the other limitations set forth herein. The Licensed Pictures shall constitute not more than one-half of the total number of motion pictures on any single STE SOD Service (by way of clarity, including any Un-Tethered STE SOD Service) in any calendar quarter. STE represents and warrants that more than one-half of each and every single STE SOD Service (by way of clarity, including any Un-Tethered STE SOD Service) on which Licensed Pictures are exhibited shall be comprised at all times of theatrically released motion pictures. If at any time during the Term STE is party to an Output Agreement with any other Major Production/Distribution Studio, then STE shall possess the right from such Major Production/Distribution Studio to exhibit “first-run” motion pictures on an SOD basis delivered over the Internet and New Media and such rights shall remain in effect until at least the end of the term of such Output Agreement.A Licensed Picture may be made available for viewing by subscribers by SOD on an STE SOD Service and, if electronically downloaded on a subscriber’s Storage Device for viewing on an SOD basis, may be accessible (i.e., viewable) on such Storage Device, only during the applicable Licensed Picture-access periods noted above in Section 2(d)(i); provided, however, in no event may any Licensed Picture be available for SOD viewing on an STE SOD Service (or, if electronically downloaded on a subscriber’s Storage Device for viewing on an SOD basis, be accessible on such Storage Device) during the last thirty (30) days of its License Period.All exhibitions of Licensed Pictures by SOD shall be subject to the provisions of this Agreement including without limitation those contained in Sections 14 and 16.In order to control accessibility to Licensed Pictures delivered via SOD on an STE SOD Service, STE agrees that, following the initial receipt and storage on a subscriber’s Storage Device of a SOD transmission of a Licensed Picture, such SOD transmission shall not be capable of being retransmitted, transferred or otherwise copied to any other recording device or Storage Device, provided, that a temporary “caching” or “buffering” that is necessary to enable the subscriber to view such Licensed Picture in the ordinary course as permitted under this Agreement shall not be prohibited; provided, that, subject to any further restrictions arising under Section 16 below, the foregoing shall not be construed to require STE to preclude a subscriber from being able to copy onto a digital video recorder for time-shifting purposes, by means of an independent action taken by the subscriber, the uncompressed signal being transmitted to such subscriber’s television or other monitor in the ordinary course of such subscriber’s viewing of such Licensed Picture. For the avoidance of doubt, in no event shall any Licensed Picture recorded by a subscriber on a digital video recorder remain accessible (i.e., viewable) on such digital video recorder after the last day of the License Period during which such Licensed Picture was initially delivered and STE shall only enable such personal video recorder functionality where the foregoing restriction can be enforced. In no event shall Licensed Pictures delivered via SOD on an STE SOD Service be transferred from a Storage Device to any other device; it being acknowledged that STE may “side load” digital files to an end user’s Storage Device from a personal computer to the extent permitted under, and subject to, Exhibit C and Schedule U.Licensor Affiliate Delivery of STE Internet Services: If any Licensor Affiliate that offers goods or services in the Territory that are similar to any other then-current licensee of STE desires to license any STE Services distributed via the Internet (“Internet Services”), such Licensor Affiliate shall notify STE and STE shall negotiate in good faith with such Licensor Affiliate the terms and conditions pursuant to which STE would license to such Licensor Affiliate those Internet Services (the “Internet Service Terms and Conditions”). STE agrees that such Internet Services Terms and Conditions shall be non-discriminatory to such Licensor Affiliate taking into account then prevailing market conditions. STE shall only be required to grant such Licensor Affiliate the Internet Services Terms and Conditions on an all-or-nothing basis, and only for so long as such the same are in effect for any third party to whom such terms were originally granted, as applicable. Notwithstanding the foregoing, Internet Services Terms and Conditions offered to such Licensor Affiliate shall be adjusted in good faith by STE with respect to any terms or conditions that the Licensor Affiliate cannot reasonably perform or for any other reasonable differentiating factors (such as difference in numbers of subscribers and adoption rates).[Exhibition Limitations on Major Production/Distribution Studio-Named Channels. STE shall not be permitted to exhibit any of the Licensed Pictures on any channel that contains in its name any name of another Major Production/Distribution Studio (or variation of such names).] [Jeff/ Candace: This provision was not in the 2006 library deal. Instead, per my comment in Section 1(dd) above, there was a provision permitting Starz to carry our content on JV services that Starz owned with one other major studio subject to certain exhibition restrictions (e.g., our content couldn’t be on more than 4 channels of up to 2 JV services, our content couldn’t comprise more than 20% of all content on any JV channel, etc.). As I mentioned above, the language in the output agreement appears to be more favorable to us so I suggest keeping this as-is, but wanted to flag for you.][Exhibitions on a Later Acquired Significant Service. If STE shall acquire a fifty percent (50%) or greater ownership interest in, and shall operate or manage, any of the Pay Television services currently known as “Showtime,” “EPIX”, “HBO,” “Cinemax,” “The Movie Channel,” “Netflix,” “Amazon,” “Hulu,” or “Xfinity” (“Later Acquired Significant Service”), STE shall have the right either to:exhibit a Licensed Picture on such Later Acquired Significant Service in which case the License Fee for each Licensed Picture that is exhibited on such Later Acquired Significant Service shall be equal to the License Fee for such Licensed Picture as set forth in Paragraph I of Exhibit A multiplied by:105%, if the Later Acquired Significant Service is any of the services noted above other than “HBO” or “Cinemax”; or110%, if the Later Acquired Significant Service is any of the services currently known as “HBO” or “Cinemax”.For purposes of clarification, the License Fee per Licensed Picture set forth on Exhibit A shall also be increased for an applicable Licensed Picture by the relevant amount set forth above.ornot exhibit a Licensed Picture on such Later Acquired Significant Service, notwithstanding its status as a STE Service, in which case the License Fee for such Licensed Picture will be as set forth on Exhibit A.By way of clarity, the License Fee adjustment above shall apply (and the calculation applied on a compounded basis) each time that STE acquires a Later Acquired Significant Service and makes the election described in Subsection 2(f)(i) above.] [Jeff/Candace: This provision was not in the 2006 library deal, but since this provision only helps us with an uptick in license fees, I suggest we keep it, but it is a business call.]Exhibition Rights.Library Features. STE shall have the right to exhibit each Library Feature with a 15-month License Period on not more than 105 Exhibition Days (in the aggregate) on up to 10 channels of the STE Services during its License Period (for purposes of clarification, SOD Services shall not count as channels). If a Library Feature has a License Period that is longer or shorter than 15 months, the foregoing maximum permitted number of Exhibition Days shall be increased or decreased, respectively, on a pro-rata basis. By way of example, a Library Feature with a 12-month License Period shall have a maximum of 84 Exhibition Days during its License Period and a Library Feature with a 16-month License Period shall have a maximum of 112 Exhibition Days during its License Period. Library Series. STE shall have the right to exhibit each episode of each Library Series on not more than the number of Exhibition Days (in the aggregate) specified on Exhibit A attached hereto [on up to 10 channels of the STE Services] during its License Period [(for purposes of clarification, SOD Services shall not count as channels)]. [Jeff/Candace: Do you want to limit the number of channels on which series are exhibited? I did not see it on the term sheet.]INTENTIONALLY BLANK“Term” shall mean the period commencing on the Effective Date and expiring on (but including) the last date of the last License Period of a Licensed Picture.License Fees and Other Payments.Consideration. The “License Fee” for each Licensed Picture shall be as set forth in Exhibit A attached hereto, for a total aggregate License Fee of Fifty Eight Million Six Hundred Ninety-Nine Thousand Seven Hundred Fifty-Six US Dollars (US$58,699,756). Payment Terms. STE shall pay the 100% of the License Fee for each Licensed Picture not later than the first day of the seventh month after the first day of such Licensed Picture’s License Period by, at STE’s election, check delivered to Licensor at the address and to the account set forth in subsection (i) below or by wire transfer delivered to the account set forth in subsection (ii) below:If sent via regular mail:If sent via Fed Ex or courier:MELLON CLIENT SERVICE CENTERSony Pictures Television, Inc.c/o Sony Pictures Entertainment500 Ross StreetPO Box 371273Room 154-0455Pittsburgh, Pa 15251-7273Bank phone 412-234-4381MELLON CLIENT SERVICE CENTERSony Pictures Television, Inc.500 Ross StreetRoom # 154-0455PO BOX 371273Pittsburgh, Pa 15262-0001Bank phone 412-234-4381Mellon Client Service CenterPittsburgh, PA 15262ABA # 043-000-261Credit: Sony Pictures Television, Inc. Sony Pictures EntertainmentAcct # 093-9923Bank Phone: (412) 234-4381STE shall be solely responsible for any taxes lawfully imposed on STE by any taxing authority which are incurred or arise in connection with or related to the license of the Licensed Pictures under this Agreement. STE shall pay to Licensor any sales, use or value added taxes that are imposed on Licensor arising from the terms of this Agreement and which are required to be collected from STE by Licensor under applicable law. STE may provide to Licensor a valid exemption certificate in which case Licensor shall not collect the taxes covered by such certificate.Advertising and Publicity. All advertising and publicity issued by STE for each Licensed Picture shall comply with all of Licensor’s credit and other third party obligations for each Licensed Picture, provided, that Licensor gives STE written notice of all such obligations no later than the time of delivery of each Licensed Picture; provided, that if Licensor shall thereafter notify STE of any additional or different obligations, STE shall comply with the same, on a prospective basis only. STE may advertise, promote and publicize the exhibition of each Licensed Picture on the STE Services in any and all media, and authorize third parties to do so; such advertising, promotion and publicity may include synopses or excerpts of such Licensed Picture (and/or of trailers or other promotional materials furnished to STE by Licensor hereunder), prepared or excerpted (as applicable) by STE and/or such third parties, subject to guild and contractual restrictions of which Licensor timely notifies STE in writing as provided in the following sentence; provided, that STE shall not exhibit excerpts from any Licensed Picture licensed hereunder in excess of two minutes of continuous footage or in excess of four minutes of non-continuous footage and provided further that STE shall indemnify Licensor for any residual, re-use or similar payment obligations under any applicable guild agreement which arise as a result of any excerpts created and exhibited by STE. STE may use and authorize third parties to use the name, likeness and voice of, and biographical information relating to, anyone who rendered services or granted rights in or in connection with any Licensed Picture solely for the purpose of advertising, promoting or publicizing exhibitions of the Licensed Picture(s) hereunder, but not so as to constitute an endorsement of any product or service, including the STE Services, subject to guild and contractual restrictions of which Licensor timely notifies STE in writing, such notice to be delivered not later than one hundred twenty (120) days prior to the commencement of the Licensed Picture’s License Period; provided, that if Licensor shall thereafter notify STE of any additional or different obligations, STE shall comply with the same, on a prospective basis only. Licensor acknowledges (with respect to SPE Group Members only and not for any third party) that any implied endorsement of the STE Services as a result of any advertising and publicity permitted hereunder shall not be a breach hereof. STE may exercise its rights under this Section 7 with respect to each Licensed Picture commencing one (1) year prior to the commencement of each such Licensed Picture’s License Period for trade advertising and commencing ninety (90) days prior to the commencement of each such Licensed Pictures’ License Period for consumer advertising and promotion. For clarity, except as otherwise provided herein, STE shall not make or authorize third parties to make any material alterations to any key art, images, stills or other promotional materials provided by or otherwise approved by Licensor that are related to a Licensed Picture, including alterations to the likeness of persons or characters appearing in the Licensed Picture, without the prior written consent of Licensor. Material alterations shall include alterations that contravene contractual restrictions imposed upon Licensor by third parties or are otherwise detrimental to A-level talent relationships; provided, however, that in no event shall the placement of an STE logo or “bug” in or on any such promotional materials be deemed a material alteration so long as such logo or “bug” is reasonable in terms of its proportionality to such promotional materials and so long as it is not situated in such a manner as to suggest an endorsement by any anyone who rendered services or granted rights in or in connection with any Licensed Picture of any product or service, including the STE Services.Reserved Rights. All rights not specifically granted to STE hereunder are hereby reserved by Licensor.Delivery Requirements. [Licensor shall routinely provide STE access to, at the Laboratory, tape elements or mezzanine level files of a 4:3 aspect ratio standard definition transfer and, only if available to Licensor, a 16:9 aspect ratio high definition transfer, of each Licensed Picture’s theatrically released version(s) in English (if the original language is not English, dubbed or subtitled in English), and with English-language closed-captions and all available promotional materials not later than the date set forth in Exhibit B in accordance with the technical specifications attached hereto as Exhibit B. All Licensed Picture transfers shall be in full-frame format, provided that the full frame 16:9 format is subject to contractual restrictions. Licensor shall be required to provide a Spanish language version of each Licensed Picture only if available to Licensor provided, that if a Spanish language version of such Licensed Picture is not provided, STE shall have the right, subject to contractual restrictions, to create such version at its cost and Licensor shall provide reasonable cooperation in the creation of such Spanish language version, if requested by STE. STE shall have the right to exhibit such STE-created Spanish language version in accordance with the terms and conditions of this Agreement. Additionally, STE shall have access to (a) all versions theatrically released in the Territory and, (b) subject to Licensor’s approval and any contractual restrictions, any other English or Spanish version released in other media in the Territory for which Licensor has the requisite rights, including Ietterbox versions, “director’s cuts” and “special editions” but excluding airline, edited and foreign language versions other than Spanish. STE shall have the right to access each of the versions set forth in subsections (a) and (b) immediately upon such version’s release in the medium for which such version is created (subject to, only with respect to versions listed in subsection (b), any contractual restrictions and subject to, with respect to all such versions, the restrictions on exhibitions and promotions set forth in this Agreement, including without limitation those set forth in the immediately succeeding provisos to this sentence); provided, that STE’s right to exhibit a version described in subsection (b) that is different from the original theatrically released version (i.e., a version of a Licensed Picture that has been reedited from its original theatrically released version, but not a Licensed Picture that has been merely restored or a letterbox version) (a “New Version”) which Licensor intends to utilize exclusively on any non-Theatrical or non-Television form(s) of media shall be subject to Licensor’s right to withhold from STE such New Version (and the right to promote the exhibition of such New Version) for up to six months after such version’s release in the medium for which such version is created, and if the end date of such withholding is after the last day of the relevant License Period for such Licensed Picture, then STE shall have no rights with respect to such New Version; provided further that the aggregate number of Exhibition Days for the original version and any New Version(s) of a Licensed Picture shall not exceed the permitted number of Exhibition Days per License Period set forth in this Agreement. STE shall also have access to any and all so-called “bonus material” or “special features” produced for any medium or form of exhibition in the Territory for which Licensor has the requisite rights, to the extent such materials are cleared and available for use by STE, subject to contractual restrictions and further subject to Licensor’s right to withhold any such materials which it intends to utilize exclusively on any non-Television form(s) of media (“Restricted Materials”), for the duration of such Licensor-determined exclusive period. Licensor’s right to prohibit STE’s access to Restricted Materials shall in no way relieve Licensor of its obligation to provide all marketing materials related to a Licensed Picture as provided in Section 7. Upon request of STE for access to any version set forth in (a) or (b) above or any bonus materials or special features, other than any Restricted Materials, Licensor shall notify STE if any such version, material or feature is extant, along with any contractual restrictions related to such version, material or feature, and STE shall have the right to assume any third party costs necessary in order to obtain access to such version, material or feature. STE shall pay the cost of delivery of the Video Reproduction to STE, but shall not be responsible for any payments with respect to the creation of any Master created by (or on behalf of) Licensor. The occasional and inadvertent failure to timely deliver any materials or other elements required to be delivered hereunder to STE shall not constitute a breach of contract provided that Licensor acts in good faith to promptly remedy any such failure.] [Jeff/Candace: Let’s discuss materials generally and which versions we are willing to give to them.]Licensor Warranties, Representations and Covenants. Licensor warrants, represents and covenants that:it has or will secure all rights necessary to enter into this Agreement and to perform all of its obligations hereunder and the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of Licensor and constitutes a valid and legally binding agreement of Licensor enforceable against Licensor in accordance with its terms;Licensor will not take or authorize any action by which any of the rights in any Licensed Picture granted herein have been or may be materially impaired in any way;nothing contained in the Licensed Pictures or in the additional material to be supplied to STE hereunder nor the entering into or performing of this Agreement nor the exercise by STE of any of its rights hereunder will violate or infringe upon the rights of any third parties;all non-dramatic performing rights in musical compositions contained in each Licensed Picture are controlled by ASCAP, BMI or SESAC, are in the public domain, or are controlled by Licensor;Licensor has paid or will pay all amounts that have been or may become owed in connection with the Licensed Pictures or the exercise of any rights granted herein (other than those costs assumed by STE under Section 7 above and Section 13(b) below), and there are no pending claims, liens, charges, restrictions or encumbrances on the Licensed Pictures or on such rights that impair the rights granted hereunder;each Licensed Picture is and will be protected by copyright in the U.S. throughout the duration of each Licensed Picture’s License Period;the Pay Television rights to all the Licensed Pictures contemplated to be exhibited on the STE Services hereunder are or will be owned or controlled by Licensor;nothing contained in this Agreement shall cause Licensor to be in breach of any other agreement to which Licensor is a party; andLicensor agrees to comply with all applicable laws, ordinances, rules and regulations in exercising its rights, and performing its obligations, under this Agreement.STE Warranties, Representations and Covenants. STE warrants, represents and covenants that:it has all rights necessary to enter into this Agreement and to perform all of its obligations hereunder, and the execution, delivery and performance of this Agreement has been duly authorized by all necessary limited liability company action on the part of STE and constitutes a valid and legally binding obligation of STE enforceable against STE in accordance with its terms;it shall not use or authorize the use of the Licensed Pictures or the additional material to be supplied by Licensor to STE hereunder except as authorized by this Agreement;the making or performance of this Agreement does not and will not cause STE to be in breach of a third party agreement; andSTE agrees to comply with all applicable laws, ordinances, rules and regulations in exercising its rights, and performing its obligations, under this Agreement.Indemnification.Licensor agrees to indemnify and hold STE, its subsidiary and affiliated companies and their respective officers, agents, directors and employees, harmless from any and all claims, damages, liabilities, costs and expenses (including reasonable attorney’s fees) arising out of the breach by Licensor of any warranty, representation or other term or provision of this Agreement. STE shall promptly notify Licensor in writing of any third party claim or litigation to which this indemnification applies, and Licensor shall assume the defense of any such claim or litigation (and STE shall have the right to engage separate counsel of its choice and participate in the defense, negotiation and settlement of such action or proceeding, but shall bear the fees and expenses of such separate counsel retained by STE and STE shall cooperate with Licensor in the defense of such claim at no cost or charge to Licensor, other than for performing such acts as Licensor shall request). If, for any reason, Licensor shall fail to appoint counsel on a timely basis or otherwise fails timely to confirm its assumption of the defense of any applicable claim, STE may engage its own counsel and the reasonable costs and expenses made in connection therewith shall be paid by Licensor. Licensor shall have the right to approve or disapprove the settlement or disposition of any such claim or litigation proposed by STE, which right shall expire twenty (20) business days following Licensor’s receipt of written notice with respect thereto. Licensor shall not have the right to enter into any settlement or compromise unless, in connection therewith, it shall obtain from the claimants a full release of all related claims against STE.STE shall indemnify and hold Licensor, its parent, subsidiary and affiliated companies and their respective officers, agents, directors and employees, harmless from any and all claims, damages, liabilities, costs and expenses (including reasonable attorney’s fees) arising out of the breach by STE of any warranty, representation or other term or provision of this Agreement. Licensor shall promptly notify STE in writing of any third party claim or litigation to which this indemnification applies, and STE shall assume the defense of any such claim or litigation (and Licensor shall have the right to engage separate counsel of its choice and participate in the defense, negotiation and settlement of such action or proceeding, but shall bear the fees and expenses of such separate counsel retained by Licensor and Licensor shall cooperate with STE in the defense of such claim at no cost or charge to STE, other than for performing such acts as STE shall request). If, for any reason, STE shall fail to appoint counsel on a timely basis or otherwise fails timely to confirm its assumption of the defense of any applicable claim, Licensor may engage its own counsel and the reasonable costs and expenses made in connection therewith shall be paid by STE. STE shall have the right to approve or disapprove the settlement or disposition of any such claim or litigation proposed by Licensor, which right shall expire twenty (20) business days following STE’s receipt of written notice with respect thereto. STE shall not have the right to enter into any settlement or compromise unless, in connection therewith, it shall obtain from the claimants a full release of all related claims against Licensor.Guild Payments.Licensor shall be responsible for making all payments which may become due to any union or guild and to any person or persons who rendered services or granted rights in or in connection with the production of the Licensed Pictures by virtue of the use made of the Licensed Pictures hereunder, including without limitation, all residual, reuse, rerun, pension and health and welfare fund, and payroll tax payments, provided, that Licensor shall not be responsible for any such payments which are required pursuant to Section 7 or due to STE’s failure to comply with written notices provided to it.STE shall bear all costs and expenses incurred by it for the exhibition of (and the promotion of the exhibition of) the Licensed Pictures as authorized herein, including without limitation any ASCAP, BMI or SESAC licenses which may be required.Security Measures. STE shall employ reasonable security measures to prevent pirating of any material furnished by Licensor; the foregoing shall be in addition to STE’s obligations under Section 16 below. Not more than once per Year (unless Licensor has reasonable cause to believe that STE’s security measures are not providing adequate protection) during the Term, STE shall provide Licensor with reasonable access, during STE’s normal business hours, to STE’s facilities solely for the purpose of reviewing STE’s security measures.Withdrawal. Licensor shall have the right to withdraw any Licensed Picture because of loss or impairment of rights, unavailability of necessary materials, potential infringement of the rights of third parties, any pending or threatened claim, judicial proceeding or regulatory proceeding, or because Licensor in its reasonable good faith business judgment deems it necessary in order to prevent potential litigation or arbitration in order to minimize or avoid a liability to Licensor (all of the foregoing being collectively “Withdrawal Causes”); provided, that such Withdrawal Cause is not primarily the result of Licensor or any Licensor Affiliate entering into an agreement in breach of another provision hereof. Licensor shall, in such event, give STE written notice of such withdrawal and set forth in reasonable detail the Withdrawal Cause. Licensor shall use reasonable efforts to provide STE with a proposed comparable motion picture, provided that STE shall have the option to accept or reject such proposed replacement motion picture in its sole discretion. If a motion picture is withdrawn and not replaced, and such motion picture has been exhibited on the STE Services one or more times prior to such withdrawal, the parties will negotiate in good faith regarding an appropriate adjustment to the License Fee. If the parties are unable to reach agreement as to the amount of such adjustment within a thirty day negotiation period, the issue of such adjustment shall be presented to arbitration before a single neutral arbitrator experienced in the entertainment industry. Such arbitration shall be conducted in accordance with Section 22(b).Encryption, Copy Protection; Previews/Free Trials.Encryption. The license granted hereunder, except as expressly stated in Section 16(c) or in an independent writing signed by Licensor and STE, is for encrypted transmission only.Copy Protection.For Cable/Satellite/IPTV. STE’s right to deliver the STE Services over cable, satellite and IPTV shall be subject to the following copy protection requirements:Future Contingency. Subject to subsections (I) through (IV) below, STE agrees to carry and, if applicable, encode and embed the Licensed Pictures with information pertaining to copy protection (“Copy Control Information” or “CCI”), and/or initiate or associate (“turn on”) CCI in or with the Licensed Pictures, in each case, as requested by Licensor.(I) Either (aa) a majority of Major Production/Distribution Studios (which may include Licensor), (bb) Licensor, Paramount, and Warner Bros., or (cc) three Major Production/Distribution Studios (in addition to Licensor and including at least one other Major Production/Distribution Studio that is, at the time of the initial request for implementation of CCI and/or a copy protection technology(ies), a party to a U.S. Pay Television Output Agreement with STE) (as applicable, “Studio Industry”) have approved and agreed upon CCI and/or a copy protection technology(ies);(II) Such technology and/or CCI, with respect to STE and its licensees and end users, does not interfere with or degrade the functional quality of any equipment or devices in connection with the distribution of the Licensed Pictures to subscribers (as such functional quality is viewed by the average subscriber);(III) The use of such technology and/or CCI by STE or its licensees will not cause STE or its licensees to incur any cost (other than an immaterial cost(s)), including without limitation any cost in the nature of a royalty. Notwithstanding the above, in the event the parties agree, or if an arbitrator rules that such costs are not immaterial, Licensor shall have the option to pay, or if applicable, reimburse STE for such costs, in which case the condition set forth in this Section shall be deemed satisfied; and(IV) The use of such technology and/or CCI has been or will immediately be instituted by the Studio Industry in a Television window prior to STE’s.Other Limitations.(I) Licensor agrees that Licensor shall not encode or embed CCI in the elements delivered to STE or to require STE to encode or embed CCI or to initiate or associate (“turn on”) CCI in or with the Licensed Pictures more restrictive than “copy once” for time shifting purposes on a temporary basis and not for archival purposes (it being understood and agreed that (a) initial storage on either a subscriber’s Storage Device or personal portable device (the latter by means of a single side-load) as permitted in Section 2(a)(i), or (b) initial storage on a subscriber’s Storage Device in other locations permitted in Section 2(a)(ii), constitutes one copy for purposes of this Section and that “copy once” may also include “no retransmission”); provided that, notwithstanding the foregoing, Licensor may require more restrictive CCI than those set forth above in connection with delivery of the Licensed Pictures via the Internet or New Media, including STE’s exercise of SOD rights, so long as the Licensor imposes the same CCI requirements on VOD distribution of the Licensed Pictures within the Territory.(II) In the event that HBO, EPIX and/or Showtime have implemented a copy protection scheme, to the extent STE, for any reason, has not implemented as restrictive CCI or as effective and/or robust copy protection technology as HBO, EPIX or Showtime, STE will not seek to market the comparative absence of such feature(s) as a means of attracting or obtaining subscribers to the STE Services.(III) STE shall have no liability in connection with the exhibition of the Licensed Pictures for any “hacks” of or “spoofing attacks” against the CCI or copy protection technology as implemented by STE in accordance with Licensor’s request. In this connection, the provisions of Section 12(a) shall be applicable.Pass-Through. Subject to subsections (b)(i)(A)(I) through (b)(i)(A)(IV) above, in the event Licensor embeds or encodes or otherwise inserts or, if applicable, associates CCI in or, if applicable, with, the Licensed Pictures prior to delivery to STE, STE agrees to “pass through” to its affiliated systems (or to subscribers where delivering directly to subscribers) such CCI without alteration, modification or degradation in any manner.SOD Downloading. In connection with STE’s offering non-Internet or non-New Media SOD downloading services to its subscribers, STE shall implement such CCI and copy protection technology(ies) that are being implemented pursuant to the Studio Industry standard in connection with non-Internet or non-New Media VOD or PPV downloading. In the event, and so long as, there is no Studio Industry standard, STE shall implement (and, in connection with SOD, shall require those entities directly or indirectly providing SOD services to end users to implement) from time to time such CCI and/or copy protection technology(ies) that are designed effectively to frustrate attempts to defeat or circumvent the copy protection provisions and other limitations set forth in this Agreement.Notice. Prior to implementing any particular CCI and/or copy protection technology(ies), STE shall consult with Licensor regarding such matters and give good faith consideration to Licensor’s input in connection therewith; provided, that the foregoing shall not be construed so as to require STE to violate any confidentiality obligations that it might owe to third parties.Purported Violation; Arbitration. If at any time during any License Period hereunder Licensor has a reasonable belief that STE is in violation of the provisions of this Section 16(b)(i), Licensor shall provide STE notice of such purported violation. Beginning 60 days after the date of STE’s receipt of such notice, if STE and Licensor have not resolved such purported violation, then until the resolution of such purported violation, Licensor shall not be required to deliver Licensed Pictures hereunder. Upon receipt by STE of a notice of a purported violation of the provisions of this Section 16(b)(i), STE shall attempt to resolve such purported violation. Additionally, in addition to any other remedies either party may have at law or in equity, at any time beginning 30 days after receipt by STE of such notice, either party may submit such matter to binding arbitration on an expedited basis. Such expedited arbitration shall be conducted before a single neutral arbitrator in accordance with Section 22(b).For Internet and New Media.STE’s right to distribute the STE Services over the Internet and New Media shall be subject to STE utilizing, and requiring any entity distributing the STE Services over the Internet or New Media to implement, at all times content protection technology on the Licensed Pictures that are no less stringent or robust than the standards set forth on Exhibit C hereto and incorporated herein by this reference, and the usage model set forth on Schedule U hereto and incorporated herein by this reference.Suspension. If Licensor has reasonable cause to believe that STE’s security measures or Internet/New Media copy protection technology are not providing adequate protection with respect to the delivery of the Licensed Pictures over the Internet or New Media, Licensor shall have the right to suspend the availability via the Internet or New Media (“Suspension”) of any one or all of the Licensed Pictures on the STE Services by delivering a notice to Licensee of such suspension (“Suspension Notice”). Upon receipt of a Suspension Notice, STE shall take steps immediately to remove the Licensed Pictures or make the Licensed Pictures inaccessible via the Internet or New Media from the STE Services as soon as commercially feasible (but in no event more than seven (7) calendar days after receipt of such notice or, if applicable, such response). If the cause that gave rise to a Suspension is corrected, repaired, solved or otherwise addressed in the reasonable satisfaction of Licensor, the Suspension shall terminate upon Licensor’s delivery to STE of a notice thereof (“Reinstatement Notice”). For clarity, no period of Suspension shall extend the applicable License Period for any Licensed Pictures in time, and upon a notice that a Suspension has ended, the License Period(s) shall end as otherwise provided herein. In no case may Licensor suspend STE’s rights hereunder unless it issues similar suspension notices to all licensees of Licensor that are affected by the security breach that caused Licensor to issue a Suspension Notice to STE, including without limitation all Licensor Affiliates, provided, that all such licensees are distributing substantially similar content (in terms of the window, format (i.e., HD/SD) and run time) over the Internet or New Media.Previews. Subject to the limitations of this Section 16, unencrypted transmission of the Licensed Pictures on STE Services delivered by closed systems owned and operated by MVPDs (i.e., cable, satellite, IPTV and New Closed System Delivery) during Previews held for the purpose of promoting STE’s Services to non-subscribers shall be permitted only as follows:On the STE Services, STE shall be entitled to unrestricted Single-Service Previews of any or all of the STE Services, which shall last no longer than 45 consecutive days and shall not occur more than two (2) times per Year in the case of any specific distributor, and up to two (2) Coordinated National Previews per Year, which shall last no longer than five consecutive days (each, a “Preview”), provided, that all such Previews shall only be transmitted via a platform on which the STE Service is, or is going to be within 60 days of such preview, transmitted in accordance with the terms of this Agreement. No Licensed Pictures may be exhibited during a Preview unless such Preview is comprised of a preview of the entire STE Service on which such Licensed Picture is exhibited. Notwithstanding the foregoing, with respect to any Single-Service Preview of the STE SOD Service that (A) is not offered concurrently with a Preview of the corresponding STE Pay Television Service or (B) is offered to consumers that are not already subscribers to the STE Service to which such Preview relates, each such SOD Preview shall last no longer than 30 consecutive days, shall occur no earlier than 30 days following the end date of any preceding SOD Preview and shall be subject to all the other limitations set forth above.All exhibitions during Previews shall be subject to the limitations on the license of that Licensed Picture set forth above.Notwithstanding anything to the contrary in this Section 16(c), unencrypted exhibitions of Previews over the Internet or New Media is expressly prohibited.For purposes of this Agreement, “Coordinated National Preview” shall mean a preview during which STE allows all or substantially all of its distributors of any given STE Service(s) to simultaneously make such STE Service(s) available at no charge to persons who are not then currently receiving such STE Service(s); and “Single-Service Preview” shall mean all other previews that do not meet the criteria for a Coordinated National Preview; for clarity, (x) a preview by any single distributor may still constitute a “Single-Service Preview” even if such distributor’s “footprint” covers substantially the entire Territory (e.g., DirecTV) (unless it is otherwise part of a Coordinated National Preview) and (y) a particular distributor’s participation in a Coordinated National Preview shall not count against the two (2) Single-Service Previews per Year limitation otherwise applicable to such distributor. For the avoidance of doubt, Previews are intended to promote the STE Service(s) but Preview offerings do not have to require a commitment to sign-up/subscribe to the STE Service(s).For the avoidance of doubt, STE shall not be entitled to authorize or otherwise implement any Previews with respect to the STE Services delivered solely by means of the Internet (regardless of whether such Internet-delivered STE Service is distributed by a cable, satellite, IPTV provider or by an Open Internet Service) other than on the Free Internet Trials basis described in Section 16(d)(ii) below.Free Trials (Sign-Up Commitment Required).Free Trials by MVPDs: STE and any closed systems owned and operated by MVPDs (i.e., cable, satellite, IPTV or New Closed System Delivery) distributing an STE Service shall be permitted to make any or all of the STE Services (including the Licensed Pictures available on such STE Services) available for promotional purposes to new subscribers in the Territory at no charge for a limited trial period (“Free Cable Trials”) of up to ninety (90) consecutive days no more than once during any twelve (12) month period per subscriber; provided, that, Free Cable Trials shall only be available to subscribers if STE or the system distributing the applicable STE Service(s) secures, in advance and as a pre-condition to receiving access to such Free Cable Trial, a commitment from such subscriber to purchase a television programming plan for a period of no less than one year. In addition to the Licensed Pictures, all other programs available on the STE Service must be made available for exhibition to subscribers receiving the Free Cable Trial. Once a non-subscriber reaches the end of the Free Cable Trial that includes an STE Service, STE or STE’s distributor shall automatically begin charging such theretofore non-subscriber for continued access to the STE Service at the full subscription rate unless and until such subscriber elects to stop receiving any such STE Service(s). Notwithstanding the foregoing, STE may, without need to first obtain Licensor’s prior written approval, authorize Free Cable Trials longer than ninety (90) days, but in no event longer than one hundred and fifty (150) days; provided, that if the primary premium channel of HBO or the primary premium channel of Showtime is also being made available by the applicable system distributor on a concurrent basis (i.e., as part of the same promotion and with the same commencement date and same end date) as part of a Free Cable Trial, then STE shall not be required to obtain Licensor’s prior written approval for a Free Cable Trial lasting more than ninety (90) days, but shall be required to notify Licensor of the specifics of any such Free Cable Trial lasting more than one hundred and fifty (150) days pursuant to the concurrent HBO or Showtime promotion provisions of this subsection (i) above. Notwithstanding anything to the contrary herein, in no event may any such Free Cable Trial last more than three hundred and sixty-five (365) days. In the event that Licensor receives any specific written correspondence from any of its free television licensees complaining about any such Free Cable Trial(s) that are longer than one hundred and fifty (150) days, then Licensee shall notify STE and, in Licensor’s discretion, STE shall immediately cease including the applicable Licensed Pictures from the feed of the STE Service(s) being offered in such Free Cable Trial(s) and, in such an event, on a prospective basis, STE shall be required to first obtain Licensor’s consent to any Free Cable Trial(s) longer than one hundred and fifty (150) days notwithstanding the concurrent HBO or Showtime promotion provisions of this subsection (i) above, which consent Licensor agrees not to unreasonably withhold or delay. STE’s occasional failure to secure Licensor’s prior written approval for Free Cable Trials lasting longer than ninety (90) days (or longer than one hundred and fifty (150) days, as the case may be), as and when required pursuant to the immediately preceding sentence shall not constitute a material breach of this provision. Free Trials By Internet Distributors. STE and any STE distributor that is distributing an STE Service solely by means of the Internet shall be permitted to make any or all of the STE Services (including the Licensed Pictures available on such STE Service) available for promotional purposes to new subscribers in the Territory at no charge for a limited trial period (“Free Internet Trial”) for up to thirty (30) consecutive days no more than once during any twelve (12) month period per subscriber. In addition to the Licensed Pictures, all other programs available on the STE Service must be made available for exhibition to subscribers receiving the Free Internet Trial. Prior to enabling the trial period for a Free Internet Trial for a new subscriber, STE or the distributor that is distributing the STE Service must require such new subscriber to input account credentials, including without limitation name, email address and credit card or other valid payment information. Once a subscriber reaches the end of the Free Internet Trial, STE or STE’s distributor shall automatically begin charging such subscriber for continued access to the STE Service unless such subscriber affirmatively opts out of continuing access to the STE Service (or the Open Internet Service that includes STE Service) prior to the end of the Free Internet Trial period. By way of clarity, the Free Internet Trials must at all times comply with all of the copy protection and other security requirements otherwise applicable to permitted Internet exhibitions under this Agreement.Insurance. Licensor shall procure and maintain at its own cost and expense the following insurance policies for the duration of the Agreement:Commercial General Liability including blanket contractual for the limits of?$1,000,000 each occurrence and $2,000,000 in the aggregate.Producer's Errors & Omissions or Media Liability for the usual and customary coverages of such policies for the limits of $3,000,000 per claim and $5,000,000 in the aggregate.? A claims-made policy will be acceptable providing that there is no lapse in coverage.The above policies referenced in Sections 17(a) and 17(b) are to be endorsed to show STE, its parent, subsidiary and affiliated companies, its licensees, and the officers, directors, agents and employees as additional insureds; have a Severability of Interest clause; a prior thirty (30) days written notice of cancellation and that the above liability policies are primary and any insurance maintained by STE is non-contributory.All of the insurance carriers of Licensor will be licensed to do business in the states and/or countries where operations or services of the Licensor are performed or provided.? All of Licensor’s insurance carriers will have an A.M. Best Guide rating of at least A- or better.Certificate(s) of insurance and the additional insured endorsement will be delivered to STE as soon as practicable after the execution of the Agreement.? Licensor has the option to self insure provided that such party complies with all self insurance governmental regulations and remains financially stable.? Licensor is responsible for all deductibles and/or self insured retentions under Licensor’s insurance program.Notification. All notices hereunder shall be in writing and shall be sent by certified (return receipt requested) or registered mail, by air courier service, by personal delivery, or by facsimile confirmed by mail (provided, that, notices of breach hereunder may not be made by facsimile) to the address (or fax number) of the party for whom it is intended as set forth at the head of this Agreement, andin the case of Licensor to:Sony Pictures Entertainment Inc.10202 West Washington BoulevardCulver City, CA 90232 Fax: 1-310-244-0510Tel: 1-310-244-4692Attention: General Counselwith copies to:Sony Pictures Television Inc.10202 West Washington BoulevardCulver City, CA 90232 Fax: 1-310-244-9222??Tel: 1-310-244-3700??Attention: Presidentand:Sony Pictures Television Inc.10202 West Washington BoulevardCulver City, CA 90232 Fax: 1-310-244-1798Tel: 1-310-244-8239Attention: President, Distributionand in the case of STE to:Starz Entertainment, LLC8900 Liberty CircleEnglewood, CO 80112-7057Fax: 1-720-852-6245Attention: Executive Vice President, Programming Acquisitionswith copies to:Starz Entertainment, LLC8900 Liberty CircleEnglewood, CO 80112-7057 Fax: 1-720-852-6279Attention: General Counseland:Starz Entertainment, LLC8900 Liberty CircleEnglewood, CO 80112-7057 Fax: 1-720-852-6249Attention: Senior Vice President, Business & Legal Affairs, Programmingor to such other address (or fax number) as any party may hereafter specify in a notice sent in accordance with the foregoing. A notice shall be deemed delivered five (5) business days after mailing (other than mailings confirming a telefax); all telecopied materials shall be deemed delivered on the business day on which they are received by the addressee as evidenced by a copy of the confirmation sheet showing the time and date of the transmission thereof if such telefax was also sent by mailing; and all materials personally delivered shall be deemed served when received by the party to whom they are addressed. Courier notices shall be deemed served one (1) business day after sender’s timely delivery to the express mail and courier company.INTENTIONALLY BLANKINTENTIONALLY BLANKMiscellaneous.This Agreement and the Exhibits hereto constitute the entire understanding of the parties hereto relating to the subject matter hereof and supersede all previous understandings, commitments or representations concerning the subject matter hereof. This Agreement may not be modified, nor may any provision be waived, except in a writing signed by the party to be charged therewith. No payment under this Agreement shall operate as a waiver of any provision hereof. No waiver of any breach or default under this Agreement shall operate as a waiver of any preceding or subsequent breach or default. The parties each acknowledge that the other party has not made any representations other than those which are contained herein or therein. Without limiting the generality of the foregoing, it is expressly agreed that no changes, deletions or additions to any draft of this Agreement shall be utilized in any manner in interpreting the intent of the parties with respect to the final executed Agreement.The parties shall promptly execute, acknowledge and deliver to one another all other documents which either party may reasonably require to effectuate any of the purposes and intents of this Agreement.Any ambiguities shall be resolved without reference to which party may have drafted this Agreement.The descriptive headings in this Agreement are inserted for reference only and are not intended to affect the meaning, construction and interpretation of this erning Law; Arbitration; Venue; Jurisdiction. This Agreement and all matters collateral hereto shall be construed and enforced in accordance with the laws of the State of California applicable to contracts executed and performed entirely therein.Each of the parties hereby irrevocably agrees that the state and federal courts located in Los Angeles, California shall have sole jurisdiction over any suit or other proceeding arising out of or based upon this Agreement (other than disputes that are related to provisions that are subject to arbitration as set forth herein and disputes arising in connection with provisions related specifically to STE’s Internet rights hereunder), and each party hereto hereby waives any claim that it is not subject personally to the jurisdiction of said courts or that any such suit or proceeding is brought in an inconvenient forum or improper venue. Each of the parties hereto irrevocable agrees that service of process in any such suit or other proceeding shall be properly made if delivered to the addresses set forth in Section 18.Each of the parties hereby irrevocably agree that any dispute, claim or controversy arising out of or relating to the Internet rights and obligations of the parties under this Agreement, or the breach, enforcement, interpretation or validity of such Internet rights, including the scope or applicability of this Agreement to arbitrate such disputes, and that the issues as provided in Sections 15 and 16(b)(i)(F) shall be determined by binding arbitration in Los Angeles, California, before one arbitrator that is a retired judge on JAMS’ panel. The arbitration shall be administered by JAMS for binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute exceeds $500,000 in value, or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is less than $500,000 in value, each in accordance with the provisions below.The parties shall be entitled to conduct discovery in accordance with Section 1283.05 of the California Code of Civil Procedure, provided that (a) the arbitrator must authorize all such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the arbitrator finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought.Judgment on the arbitration award may be entered in any court having jurisdiction. The arbitrator shall be empowered to consider and enter provisional remedies. The arbitrator may, in the arbitration award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any issue in this Agreement which is subject to arbitration hereunder until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator’s award; provided, 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, including a temporary restraining order or preliminary injunction in Los Angeles, California, without thereby waiving its right to arbitration of the dispute or controversy under this Section 22.No Editing. STE shall exhibit each Licensed Picture in its entirety including all titles, credits and copyright notices, and shall not cut or delete from any Licensed Picture without the express written consent of Licensor. Subject to guild and contractual restrictions, STE shall be permitted to time-compress any Licensed Picture at a rate no faster than 25 frames per second (based on a normal running time of 24 frames per second). If STE desires to time compress a Licensed Picture, it shall first notify Licensor and request a time-compressed version of such Licensed Picture. If Licensor fails to deliver to STE a time compressed version of such Licensed Picture within 30 days of receipt of such notice, STE may create such version, subject to contractual restrictions. All costs to create such time compressed versions/masters (e.g., editing, duplication, encoding/transcoding) and delivery shall be STE’s sole responsibility. Inadvertent failure to air any Licensed Picture in its entirety as specified above shall not be considered a breach of the Agreement, but STE shall nevertheless indemnify Licensor (and the other parties identified in Section 12(b) above) against any resulting claims, losses, etc. Subject to third party restrictions, STE shall have the right to include an intermission in all Licensed Pictures with a running length of two and one half (2 1/2) hours or longer.Breach and Cure. In the event a party breaches a representation, warranty or undertaking under this Agreement, it shall have the right to cure such breach within 30 days of the delivery of notice of such breach from the non-breaching party (provided, that STE shall have ten days from receipt of notice from Licensor to cure a failure to make a payment when due under this Agreement). In addition to such rights and remedies under law or equity, and not by way of limitation thereof or election with respect thereto: (A) if STE fails to make a payment when due to Licensor, after notice and the expiration of the ten day cure period referred to in the first sentence of this Section 24 Licensor may (x) terminate this Agreement including all licenses granted by it hereby, (y) promptly retrieve the physical materials delivered by it pursuant hereto and/or (z) maintain an action at law for damages against STE; and (B) if STE or its distributor affiliates shall violate the restrictions and limitations applicable to tiering and packaging of Un-Tethered STE SOD Service and linear Open Internet Services set forth in Section 2(c)(ii) or to Previews and Free Cable Trials and Internet Cable Trials set forth in Section 16 above or shall otherwise materially or repeatedly fail to comply with any of the restrictions and limitations applicable to STE’s exhibition rights and promotion of the Licensed Pictures (any such violating distributor affiliate is referred to as a “Breaching STE Distributor Affiliate”), Licensor may (without limiting any of its other rights and remedies, at law or in equity) suspend (I) Licensor’s further delivery of the Licensed Pictures, (II) STE’s right to exhibit and promote the Licensed Pictures, (III) STE’s right to authorize the STE distributor affiliate(s) to exhibit and promote the Licensed Pictures, (IV) STE’s right to continue to deliver Licensed Pictures to the STE distributor affiliate(s), (V) ?STE’s right to authorize the Breaching STE Distributor Affiliate (but not STE’s other distributor affiliates) to exhibit and promote the Licensed Pictures and/or (VI) STE’s right to continue to deliver Licensed Pictures to the Breaching STE Distributor Affiliate (but not STE’s other distributor affiliates) (in each instance, a “Breach-Related Suspension”) upon delivery of a Breach-Related Suspension Notice to STE, as more particularly set forth in Section 24(c) below. Further,It shall also be an event of default hereunder if any proceeding shall be instituted by or against STE (constituting an event of default by STE) or Licensor (constituting an event of default by Licensor) seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for its or for substantially all of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain un-dismissed or un-stayed for a period of 60 days, or any of the actions sought in such proceeding shall occur; or STE or Licensor, as applicable, or its parent(s) shall take any corporate or limited liability company action to authorize any of the actions set forth above in this Section.In the event of any breach of this Agreement by either party that is not cured timely in accordance with the provisions of this Section 24 above, the other party shall be entitled to seek, in addition to any other remedies that it may have pursuant to this Agreement or at law or in equity, injunctive relief or an order of specific performance. No failure or delay by either party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.In the event of a Breach-Related Suspension by Licensor pursuant to clause (B) of this Section 24 above, Licensor shall have the right (without limiting Licensor’s other rights and remedies, at law or in equity) to take any one or more of the actions described in the provisions of (I), (II), (III), (IV), (V) and/or (VI) of said subclause (B), in each instance by delivering a notice to STE of such suspension (an “Initial Breach-Related Suspension Notice”) which shall set forth the basis for such suspension; provided, that, notwithstanding the foregoing, where the breach or non-compliance is solely attributable to the actions of or omissions by a particular Breaching STE Distributor Affiliate, Licensor agrees to limit the suspension triggered by the delivery of the applicable Initial Breach-Related Suspension Notice to only (V) and/or (VI) of said subclause (B). To the extent that Licensor’s Initial Breach-Related Suspension Notice includes a demand that STE cease the exhibition and promotion (or cease any particular exhibition and promotion) of the Licensed Pictures on the STE Services and/or cause any one or more Breaching STE Distributor Affiliate(s) to cease the exhibition and promotion (or cease any particular exhibition and promotion) of the Licensed Pictures, STE shall take steps immediately to comply with Licensor’s demand as soon as commercially feasible (but in no event more than seven (7) calendar days after receipt of such Initial Breach-Related Suspension Notice).If Licensor delivers an Initial Breach-Related Suspension Notice and the cause that gave rise to the related Breach-Related Suspension is timely corrected, repaired, solved or otherwise addressed in the reasonable judgment and to the reasonable satisfaction of Licensor, the Breach-Related Suspension shall terminate upon Licensor’s delivery to STE of a notice thereof (a “Reinstatement Implementation Notice”).In the case of any Breach-Related Suspension for which the suspension under Licensor’s Initial Breach-Related Suspension Notice only covered the actions described in (V) and/or (VI) of subclause (B) in this Section 24 above, if the cause that gave rise to such Breach-Related Suspension is not timely corrected, repaired, solved or otherwise addressed in the reasonable judgment and to the reasonable satisfaction of Licensor, then Licensor shall have the right to take any one or more of the actions described in the provisions of (I), (II), (III), (IV), (V) and/or (VI) of said subclause (B) by delivering a notice to STE of such expanded suspension which shall set forth the basis for such expanded suspension (an “Expanded Breach-Related Suspension Notice”, and together with an Initial Breach-Related Suspension Notice, a “Breach-Related Suspension Notice”). To the extent that Licensor’s Expanded Breach-Related Suspension Notice includes a demand that STE cease the exhibition and promotion (or cease any particular exhibition and promotion) of the Licensed Pictures on the STE Services and/or cause any one or more STE distributor affiliate(s) to cease the exhibition and promotion (or cease any particular exhibition and promotion) of the Licensed Pictures, STE shall take steps immediately to comply with Licensor’s demand as soon as commercially feasible (but in no event more than three (3) calendar days after receipt of such Expanded Breach-Related Suspension Notice). If Licensor delivers an Expanded Breach-Related Suspension Notice and the cause that gave rise to the related Breach-Related Suspension is timely corrected, repaired, solved or otherwise addressed in the reasonable judgment and to the reasonable satisfaction of Licensor, the Breach-Related Suspension shall terminate upon Licensor’s delivery to STE of a Reinstatement Implementation Notice.For clarity, no period of Breach-Related Suspension shall (x) extend the applicable License Period for any Licensed Pictures in time, and upon a notice that a Breach-Related Suspension has ended, the License Period(s) shall end as otherwise provided herein or (y) result in a reduction in the License Fees, the Open Internet License Fees or the additional payments set forth in Paragraph III of Exhibit A, in each case due to Licensor under Exhibit A. By way of clarity, the delivery by Licensor of a Reinstatement Implementation Notice shall not relieve STE of any obligations arising under Section 12(b) above relating to or arising out of the acts or omissions giving rise to the Breach-Related Suspension in the first instance.Without limiting any other provision contained herein, STE acknowledges that, in the event and to the extent that any such violation of the (X) Previews, Free Cable Trials or Internet Cable Trials provisions set forth in Section 16 above by a Breaching STE Distributor Affiliate results in a number of non-compliant subscribers (i.e., customers receiving a Preview, Free Cable Trial or Internet Cable Trial in violation of Section 16 above) that, as measured on an STE distributor affiliate-by-STE distributor affiliate basis or on an OTT Internet distributor-by-OTT Internet distributor basis (as applicable, and as applied to the individual Breaching STE Distributor Affiliate(s) whose non-compliance is the basis of such breach), equals or is greater than thirty-three and one third percent (33.333%) of the paying STE Service subscribers then-receiving the applicable STE Service(s) from such Breaching STE Distributor Affiliate(s) and (Y) restrictions and limitations applicable to tiering and packaging of Un-Tethered STE SOD Services and linear Open Internet Services set forth in Section 2(c)(ii) by a Breaching STE Distributor Affiliate (each of the violations described in subclause (X) and (Y) above, a “Section 24(c)(iv) Breach”), Licensor would suffer irreparable injury and harm and that Licensor would not have an adequate remedy at law for money damages if STE failed to comply with this Section 24(c) and any Breach-Related Suspension Notice in accordance with this Agreement and that Licensor shall be entitled to seek injunctive or other equitable relief, including specific enforcement of the provisions and terms of this Section 24(c) and such Breach-Related Suspension Notice, in addition to any other remedy to which it is entitled, at law or in equity. Furthermore, if Licensor institutes any action or proceeding to enforce STE’s compliance with such Breach-Related Suspension Notice in accordance with this Agreement in connection with a Section 24(c)(iv) Breach, STE hereby waives the claim or defense therein that there is an adequate remedy at law, and agrees not to argue in any such action or proceeding the claim or defense that such remedy at law exists. It is expressly understood and acknowledged by the parties that the fact that the parties have limited the application of this Section 24(c)(iv) to the Section 24(c)(iv) Breaches is not meant to suggest (and shall not be cited by either of the parties as reflective of an intention by the parties to suggest) that: (I) those are the only breaches under this Agreement that may result in irreparable harm or injury to Licensor, or that may give rise to an action for equitable relief in favor of Licensor, or for which there is no adequate remedy at law; (II) STE is precluded from asserting a claim or defense that there is an adequate remedy at law in the context of a breach other than a Section 24(c)(iv) Breach or from challenging Licensor’s assertion of irreparable injury or harm in the context of any breach other than a Section 24(c)(iv) Breach; and/or (III) the Section 24(c)(iv) Breaches are to be used as a reference point against which other breaches for which Licensor asserts irreparable harm or injury and seeks equitable relief are to be compared, measured or assessed.? Further, it is expressly understood and acknowledged by the parties that STE’s waiver of the claim or defense that there is an adequate remedy at law in the limited context of a Section 24(c)(iv) Breach shall not be construed as a waiver of any defense that STE may have challenging the merits of Licensor’s assertion that a Section 24(c)(iv) Breach has occurred.Confidentiality. It is acknowledged that neither Licensor nor STE shall disclose to any third party (other than its respective employees, directors and officers, in their capacity as such, on a need-to-know basis), any information with respect to the provisions and financial terms of this Agreement except:to the extent necessary to comply with law or the valid order of a court of competent jurisdiction, in which event(s) the party making such disclosure shall so notify the other as promptly as practicable and (if possible, prior to making such disclosure) shall seek confidential treatment of such information, it being understood that the parties will cooperate in obtaining such protective orders or other actions as may be deemed necessary to protect the confidentiality hereof,to the extent necessary to comply with S.E.C. or similar disclosure requirements, in which event(s) the party making such disclosure shall so notify the other as promptly as practicable and (if possible, prior to making such disclosure) shall seek confidential treatment of such information, it being understood that the parties will cooperate in obtaining such protective orders or other actions as may be deemed necessary to protect the confidentiality hereof,to its parent or affiliated companies, their banks, auditors and attorneys and similar professionals, provided, that such companies, banks, auditors and attorneys and similar professionals agree to be bound by the provisions of this Section 25,in order to enforce in court its rights pursuant to this Agreement,license fee information to profit participants,window information (start and end date) and holdback information to other “licensees”, andto a bona fide prospective buyer or financier, provided, that any such person or entity first executes a written confidentiality agreement pursuant to which the person or entity agree(s) to be bound by the provisions of this Section 25.INTENTIONALLY BLANKINTENTIONALLY BLANKAudit. [Jeff/Candace: The 2006 library agreement didn’t contain any audit rights, but we also didn’t grant Starz Internet rights in that deal (the rights we’d want to audit). I’ve included audit rights for us here, but let’s discuss if we want to keep. I’ve also included a reporting requirement on Starz to report the number of open Internet subscribers (even though we do not receive incremental open Internet subscriber fees).]Licensor’s Audit Rights.Licensor, through its outside auditor, which shall be subject to STE’s approval (with STE hereby pre-approving the so-called “Big 4” accounting firms and any non-affiliated entity that is at the time of an audit permitted hereunder providing audit services for Licensor) shall have the right to inspect and audit STE’s books and records required to verify information relevant to, and to determine whether STE is in compliance with, this Agreement, including, but not limited to, Section 2(d)(v) (“Licensor MFN Provision”), Section 2(c) and Section? REF _Ref346650305 \w \h 28(f). The parties acknowledge that STE shall not be required to disclose any documents subject to attorney/client privilege or other evidentiary legal privilege to Licensor in the course of such audit. Licensor may elect to conduct such audit (A) at any time within five business days after receipt of a notice delivered to Licensor in accordance with the Licensor MFN Provision and (B) no more than one time during any Year and such audits shall not cover time periods previously audited except to review additional information not available at the time of such prior audit. Any audit shall be conducted at STE’s home office and shall be made by such person or persons Licensor shall designate in accordance with the first sentence of this Section?28(a)(i) (“Approved Licensor Auditor”) during reasonable business hours upon reasonable prior notice and shall not last on-site for more than 20 consecutive business days, provided STE and its affiliates have supplied within a reasonable period of time all information necessary to conduct standard auditing procedures.Additionally, any audit performed as a result of Licensor’s exercise of its rights under Section 28(a)(i) above shall be subject to the following conditions: (1) prior to performing such audit, the Approved Licensor Auditor shall enter into a confidentiality agreement with Licensor and STE, pursuant to which, if (and to the extent that) the audit relates to the Licensor MFN Provision, the Approved Licensor Auditor shall agree to not disclose any information to Licensor in connection with the audit of the Licensor MFN Provision other than whether STE has or has not complied with any such Licensor MFN Provisions in accordance with the conditions set forth herein; (2) if the Approved Licensor Auditor determines, following such audit, that Licensor’s rights under the Licensor MFN Provision has not been triggered, the Approved Licensor Auditor shall so inform Licensor and STE and no other information shall be provided to Licensor in respect of such audit; (3) if the Approved Licensor Auditor believes, following such audit, that Licensor’s rights under the Licensor MFN Provision has been triggered, the Approved Licensor Auditor shall so inform only STE, and the Approved Licensor Auditor and STE shall attempt to resolve such apparent trigger; (4) if the Approved Licensor Auditor and STE, after discussions, determine that Licensor’s rights under the Licensor MFN Provision has not been triggered, the Approved Licensor Auditor shall so inform Licensor and STE and no other information shall be provided to Licensor; (5) if the Approved Licensor Auditor and STE, after discussions, either determine that Licensor’s rights under the Licensor MFN Provision has been triggered or are unable to agree as to whether Licensor’s rights under the Licensor MFN Provision has been triggered, the Approved Licensor Auditor shall provide to Licensor only such information as directly pertains to such trigger and the exercise of Licensor’s rights under the Licensor MFN Provision. For the purposes of clarification, no audit performed under this Section shall relieve STE of its obligation to continue to provide notices to Licensor under the Licensor MFN Provision if and when appropriate.INTENTIONALLY DELETEDAudit Report. Except as otherwise set forth in this Section 28, Licensor shall, upon completion of any audit, furnish STE with a copy of the resulting audit report.Tolling. If there is an audit (other than by Licensor) already in the process or that has been scheduled during the time period that Licensor has requested, then Licensor shall reschedule Licensor’s audit to commence, unless otherwise mutually agreed by the parties, no later than sixty (60) days from the requested audit start date and Licensor’s time period to commence the requested audit for such period shall be tolled if necessary for an equivalent period of time.Confidentiality. All information received by the auditing party as a result of any audit permitted hereunder shall be subject to the confidentiality provisions of Section 25 hereof.Reporting. STE shall, on a monthly basis, within thirty (30) days after the end of each calendar month, provide Licensor with the following report and information (“Certified Subscriber Report”), which shall be executed by or otherwise certified by an officer of STE: (i)?the actual number of Open Internet Subscribers (including without limitation any Open Internet Subscribers to the services described in Section 2(d)(v) above) for the reporting month, for each Open Internet Service and in the aggregate, and (ii) the actual number of subscribers receiving any STE Service by any other means, including, without limitation, by means of cable, satellite or IPTV. In addition to the above and Licensor’s audit rights hereunder, Licensor shall have the right to request up to two extra Certified Subscriber Reports per Year with regard to any of the items described in this Section 28(f). In addition, upon Licensor’s written request from time to time, STE shall provide Licensor with a report detailing performance data (as reasonably available to STE) pertaining to the Licensed Pictures as distributed by STE on an SOD basis.Program Guides. STE shall provide Licensor with copy(s) of STE’s program guide contemporaneously with delivery of such guides to STE’s customers, provided, that occasional failure to timely deliver such program guides shall not be deemed a material breach hereunder provided that STE acts with good faith to remedy such failure.Assignment. This Agreement may only be assigned by either party hereto, without the consent of the other party, to a party’s parent, subsidiary or affiliated entity. No such assignment shall be effective until any such assignee shall expressly assume in writing all of the assignor’s obligations. Notwithstanding the foregoing, in the event that Licensor or STE is merged or consolidated with and into, or transfers all or substantially all of its assets to any other entity, Licensor or STE, as applicable, may and shall assign this Agreement and its rights hereunder to such entity and cause such entity to assume its obligations hereunder, provided that with respect to any assignment to an entity other than a Licensor Affiliate, any provision of this Agreement relating to Licensor Affiliates shall be of no further force or effect, and that any agreements with a Licensor Affiliate entered into pursuant to this Agreement shall be terminated as of the effective date of such assignment. In addition, Licensor may assign mortgage or hypothecate its rights to receive all or portion of the License Fee and other payments due from STE hereunder, provided, that (i) a copy of such assignment, mortgage or hypothecation is delivered to STE, (ii) STE shall not be obligated to make payments or disbursements to more than one entity, (iii) such assignment, mortgage or hypothecation is duly acknowledged by an authorized officer of Licensor; further, provided, that the applicable assignee, mortgagee or hypothecee provides STE with a non-disturbance letter which is reasonably acceptable to STE, STE agrees to make the License Fee (and, as and if applicable, other) payments to such assignee, mortgagee or hypothecee without offset, deduction, counter-claim or other credits which STE may have or claim to have against any SPE Group Member except for any offset, deduction, counter-claim or other credits which may arise under the terms of this Agreement. Any assignment of this Agreement by either party shall not affect or otherwise discharge such party’s obligations hereunder to the other party, and the assigning party agrees to provide its written acknowledgement thereof in connection with any such assignment. Any purported assignment or transfer by either party of any of its rights or obligations under this Agreement other than in accordance with the provisions of this Section 30 shall be void.INTENTIONALLY BLANKCounterparts. This Agreement may be executed in counterparts, each of which when duly signed shall constitute an original, and all such counterparts shall constitute one and the same instrument.Severability. If any provision of this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any restriction or provision of this Agreement is, for any reason, held to be too broad as to duration, scope, activity or subject, it shall be construed by limiting and reducing such provision or restriction so as to be enforceable to the extent compatible with applicable law, although Licensor and STE hereby agree that said restrictions and other provisions of this Agreement are fair and reasonable as of the Effective Date. In any such event, Licensor and STE shall endeavor in good faith to replace any invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. By way of clarification, a provision shall not be considered “illegal”, “unenforceable” or “invalid” for purposes of (or for purposes of giving rise to the application of) this Section 33 if such provision is held to be “illegal”, “unenforceable” or “invalid” against a party hereto by reason of such party’s bankruptcy, insolvency, receivership, dissolution, liquidation, winding up or termination or cessation of existence or otherwise by reason of something that is personal to such party (i.e., such provision is held to be “illegal”, “unenforceable” or “invalid” based upon circumstances that are applicable only to such party).IN WITNESS WHEREOF, the parties have executed this Agreement as of the Agreement Date.STARZ ENTERTAINMENT, LLCBy: Its:SONY PICTURES TELEVISION INC.By: Its:EXHIBIT ALICENSED PICTURESLibrary SeriesTitleRel YearEpisodesRuntimeAvail StartAvail EndMonthsExclusivityCost Per Eps.License TotalTotal Exhibition Days (over entire term)Runs per ExhibitionHD /SDLASCC5.1Notes1What's Happening!!1976653012/1/201311/30/201524Non-Ex w/ existing licenses and syndication$7,500 $487,500 203SDNYN?2Diff'rent Strokes19781893012/1/201311/30/201524Non-Ex w/ existing licenses and syndication$7,500 $1,417,500 103SDYYNNo LAS for Eps 116, 120, 204, 21132271985116301/1/201412/31/201524Non-Ex through 5/31/2014 w/ existing license; Exclusive through the remainder of the term$15,000 $1,740,000 103SDNYN?4Good Times19741333012/1/201511/30/201724Non-Ex w/ existing licenses and syndication$8,000 $1,064,000 103SDNYN?5Sanford and Son19721363012/1/201511/30/201724Non-Ex w/ existing licenses and syndication$6,000 $816,000 103SDNYN?Grand Total:$5,525,000 Library Features#TITLEREL YEARSTARTENDMONTHSLICENSE FEECOMMENTSHDSDCCLAS5.1Notes1194119793/1/20155/31/201615$136,500 ?YYYYN?228 DAYS20005/1/20187/31/201915$210,000 ?YYYYY?33:10 TO YUMA (1957)19571/1/20173/31/201815$63,000 ?YYYYY?430 DAYS OF NIGHT20074/1/20183/31/201912$168,000 ?YYYYY?540 GUNS TO APACHE PASS196710/1/201712/31/201815$52,500 ?YYYYN?67TH CAVALRY19561/1/20143/31/201515$52,500 ?YYYYN?788 MINUTES20084/1/20186/30/201915$136,500 ?YYYYY?8976-EVIL19899/1/201611/30/201715$63,000 ?YYYYN?9ABOUT LAST NIGHT (1986)19862/1/20174/30/201815$210,000 ?YYYYY?10ADVENTURES OF ELMO IN GROUCHLAND, THE19995/1/20167/31/201715$63,000 ?YYYYY?11AGAINST ALL ODDS (1984)19843/1/20155/31/201615$63,000 ?YYYYN?12AL JENNINGS OF OKLAHOMA19511/1/20143/31/201515$52,500 ?YYYY*N*LAS on film print & 1" tape13ALI20013/1/20182/28/201912$168,000 ?YYYYY?14ALL THE KING'S MEN (2006)20067/1/20169/30/201715$78,750 ?YYYYY?15ALL THE PRETTY HORSES20009/1/201711/30/201815$63,000 ?YYYYY?16ALVAREZ KELLY19661/1/20143/31/201515$63,000 ?YYYYN?17ANACONDA19973/1/20172/28/201812$109,200 ?YYYYY?18ANACONDAS: THE HUNT FOR THE BLOOD ORCHID20043/1/20172/28/201812$50,400 ?YYYYY?19ANGELS & DEMONS20099/1/20198/31/202012$239,400 ?YYYYY?20ANNIE (1982)19821/1/20183/31/201915$63,000 ?YYYYY?21ANOTHER YOU19919/1/201411/30/201515$78,750 ?YYYYN?22APACHE AMBUSH19554/1/20146/30/201515$52,500 ?YYYYY?23APACHE TERRITORY195810/1/201712/31/201815$63,000 ?YYYY*N*LAS on 1" tape24ARIZONA (1940)19401/1/20143/31/201515$63,000 ?YYYYN?25ARIZONA RAIDERS196510/1/201712/31/201815$52,500 ?YYYYN?26ARLINGTON ROAD19993/1/20165/31/201715$136,500 ?YYYYY?27ARMED AND DANGEROUS19862/1/20154/30/201615$136,500 ?YYYYN?28ART OF WAR II, THE: BETRAYAL200811/1/20141/31/201615$78,750 ?YYYYY?29AS GOOD AS IT GETS199710/1/201712/31/201815$136,500 ?YYYYY?30AWAKENINGS19908/1/201410/31/201515$136,500 ?YYYYY?31BABY GENIUSES199910/1/201812/31/201915$63,000 ?YYYYY?32BABY-SITTERS CLUB, THE19953/1/20155/31/201615$63,000 ?YYYYY?33BAIT (1954)19541/1/20143/31/201515$52,500 ?YYYNN?34BAT 2119884/1/20156/30/201615$210,000 No Bermuda rights during the full license window; Starz has reviewed and agreed.YYYYN?35BATTLE OF ROGUE RIVER195411/1/20161/31/201815$52,500 ?YYYY*N*LAS on 1" tape36BEST OF THE BEST (1989)19897/1/20149/30/201515$63,000 No Bermuda rights during the full license window; Starz has reviewed and agreed.YYYNN?37BEVERLY HILLS NINJA19975/1/20147/31/201515$136,500 ?YYYYY?38BEWITCHED (2005)20051/1/201812/31/201812$239,400 ?YYYYY?39BIG CHILL, THE (1983)19837/1/20159/30/201615$210,000 ?YYYYY?40BIG FISH20032/1/20164/30/201715$136,500 ?YYYYY?41BIG HIT, THE19986/1/20178/31/201815$136,500 ?YYYYY?42BIG PICTURE, THE198910/1/201512/31/201615$136,500 ?YYYYN?43BITE THE BULLET197510/1/201712/31/201815$63,000 ?YYYYN?44BLACK AND WHITE (2000)200012/1/20152/28/201715$78,750 ?YYYYY?45BLACK DAKOTAS, THE195411/1/20161/31/201815$52,500 ?YYYYN?46BLACK DYNAMITE20095/1/20177/31/201815$78,750 ?YYYYY?47BLACKJACK KETCHUM, DESPERADO19561/1/20143/31/201515$52,500 ?NYYYN?48BLANKMAN199410/1/201512/31/201615$78,750 ?YYYYY?49BLESS ME, ULTIMA20134/1/20146/30/201515$210,000 ?YYYYY?50BLIND DATE (1987)198710/1/201412/31/201515$136,500 ?YYYYY?51BLIND FURY199010/1/201512/31/201615$63,000 ?YYYYN?52BLOB, THE (1988)19882/1/20144/30/201515$136,500 ?YYYYN?53BLONDE AMBITION20071/1/20173/31/201815$78,750 ?YYYYY?54BLUE STREAK19993/1/20182/28/201912$168,000 ?YYYYY?55BLUE THUNDER (1983)198310/1/201512/31/201615$136,500 ?YYYYY?56BOBBY JONES: STROKE OF GENIUS200410/1/201612/31/201715$78,750 ?YYYYY?57BOOGEYMAN (2005)20053/1/20165/31/201715$136,500 ?YYYYY?58BOOTY CALL19972/1/20164/30/201715$136,500 ?YYYYY?59BOTTLE ROCKET199610/1/201512/31/201615$78,750 ?YYYYY?60BOYZ N' THE HOOD19911/1/20163/31/201715$78,750 ?YYYYY?61BRAM STOKER'S DRACULA19928/1/201510/31/201615$63,000 ?YYYYY?62BRAVE WARRIOR19524/1/20146/30/201515$52,500 ?YYYY*N*LAS on 1" tape63BREAKIN' ALL THE RULES20046/1/20178/31/201815$78,750 ?YYYYY?64BROKEN HEARTS CLUB: A ROMANTIC COMEDY, THE20007/1/20169/30/201715$78,750 ?YYYYY?65BROKEN TRAIL20068/1/201410/31/201515$52,500 ?YYYYY?66BROTHER (2001)20011/1/20143/31/201515$78,750 ?NYYYN?67BROTHER JOHN197110/1/201412/31/201515$78,750 ?YYYYN?68BROTHERS, THE (2001)200111/1/20171/31/201915$78,750 ?YYYYY?69BUCHANAN RIDES ALONE19581/1/20143/31/201515$63,000 ?YYYYN?70BUCK AND THE PREACHER19721/1/20153/31/201615$63,000 ?YYYYN?71BUDDY19971/1/20163/31/201715$63,000 ?YYYYY?72BUDDY HOLLY STORY, THE197810/1/201512/31/201615$136,500 No Bermuda rights during the full license window; Starz has reviewed and agreed.YYYYN?73BUGSY199110/1/201512/31/201615$136,500 ?YYYYY?74CABLE GUY, THE19963/1/20175/31/201815$136,500 ?YYYYY?75CALIFORNIA CONQUEST19521/1/20143/31/201515$52,500 ?YYYY*N*LAS on 1" tape76CANDYMAN19927/1/20169/30/201715$78,750 No Bermuda rights from 8/31/2017-9/30/17; Starz has reviewed and agreed.YYYYN?77CAN'T HARDLY WAIT19982/1/20184/30/201915$210,000 ?YYYYY?78CASUALTIES OF WAR19894/1/20156/30/201615$136,500 ?YYYYY?79CAT BALLOU (1965)19651/1/20163/31/201715$63,000 ?YYYYN?80CATCH AND RELEASE200711/1/20171/31/201915$136,500 ?YYYYY?81CAVE, THE200511/1/20151/31/201715$78,750 ?YYYYY?82CENTER STAGE20002/1/20184/30/201915$136,500 ?YYYYY?83CHANCES ARE198910/1/201512/31/201615$63,000 ?YYYYN?84CHARLIE'S ANGELS (2000)20008/1/20177/31/201812$239,400 ?YYYYY?85CHEECH & CHONG'S NICE DREAMS198110/1/201512/31/201615$136,500 ?YYYYN?86CHLOE201010/3/201812/31/201915$63,000 ?YYYYY?87CHRISTINE (1983)19833/1/20155/31/201615$210,000 ?YYYYY?88CISCO PIKE19725/1/20147/31/201515$63,000 ?YYYYN?89CITY OF HOPE19913/1/20155/31/201615$78,750 ?YYYYN?90CLOSE ENCOUNTERS OF THE THIRD KIND (ORIGINAL VERSION)19777/1/20169/30/201715$210,000 ?YYYYY?91CLOSER20047/1/20179/30/201815$210,000 ?YYYYY?92COMANCHE STATION19604/1/20146/30/201515$52,500 ?YYYYN?93COMPANY, THE (2003)20034/1/20166/30/201715$78,750 ?YYYYY?94COMPANY, THE (2007)20076/1/20168/31/201715$63,000 ?YYYNY?95CONQUEST OF COCHISE19531/1/20143/31/201515$52,500 ?YYYY*N*LAS on 1" tape96CONTRACTOR, THE200711/1/20151/31/201715$78,750 ?YYYYY?97COPS AND ROBBERSONS199410/1/201512/31/201615$78,750 ?YYYYN?98COVENANT, THE20062/1/20175/31/201816$145,950 ?YYYYY?99COWBOY19581/1/20143/31/201515$63,000 ?YYYYN?100CRAFT, THE19963/1/20185/31/201915$136,500 ?YYYYY?101CRIPPLE CREEK19521/1/20143/31/201515$52,500 ?YYYYN?102CROUCHING TIGER, HIDDEN DRAGON200012/1/20172/28/201915$136,500 ?YYYYY?103CURSE OF THE GOLDEN FLOWER200610/3/201712/31/201815$63,000 ?YYYYY?104D.E.B.S.20051/1/20163/31/201715$78,750 ?YYYYY?105DA VINCI CODE, THE20069/1/20198/31/202012$239,400 ?YYYYY?106DADDY DAY CAMP20073/1/20185/31/201915$78,750 ?YYYYY?107DANCE WITH ME19981/1/20163/31/201715$78,750 ?YYYYY?108DECISION AT SUNDOWN19574/1/20146/30/201515$52,500 ?YYYYN?109DEEP END OF THE OCEAN, THE19993/1/20185/31/201915$136,500 ?YYYYY*?110DEFENDOR20103/1/20155/31/201615$78,750 ?YYYYY?111DENNIS THE MENACE (1987)19872/1/20154/30/201615$63,000 No Bermuda rights during the full license window; Starz has reviewed and agreed.NYYNN?112DESPERADO (1995)19955/1/20184/30/201912$109,200 ? YYYYY?113DESPERADO TRAIL, THE (1965)19671/1/20143/31/201515$52,500 ?NYYNN?114DESPERADOES, THE (1943)19431/1/20143/31/201515$63,000 ?YYYYN?115DESPERADOS, THE (1969)19691/1/20143/31/201515$52,500 ?YYYYN?116DESPERATE MEASURES199812/1/20162/28/201815$63,000 ?YYYYY?117DETONATOR, THE20067/1/20169/30/201715$78,750 ?YYYYY?118DEUCE BIGALOW: EUROPEAN GIGOLO20054/1/20166/30/201715$136,500 ?YYYYY?119DEVIL IN A BLUE DRESS19959/1/201511/30/201615$78,750 ?YYYYY?120DEVIL'S BACKBONE, THE20011/1/20143/31/201515$52,500 No Bermuda rights during the full license window; Starz has reviewed and agreed.YYYYY?121DEVIL'S OWN, THE (1997)19973/1/20175/31/201815$136,500 ?YYYYY?122DIRTY (2006)20063/1/20155/31/201615$78,750 ?YYYYY?123DIRTY LITTLE BILLY19724/1/20146/30/201515$52,500 ?YYYY*N*LAS on 1" tape124DISAPPEARANCE OF GARCIA LORCA, THE19973/1/20155/31/201615$78,750 No Bermuda rights during the full license window; Starz has reviewed and agreed.NYYYN?125DOMINO KID19571/1/20143/31/201515$52,500 ?YYYNN?126DONNIE BRASCO19977/1/20179/30/201815$210,000 ?YYYYY?127DOOLINS OF OKLAHOMA, THE19491/1/20143/31/201515$52,500 ?YYYYN?128DOUBLE TEAM199710/1/201712/31/201815$63,000 ?YYYYY?129DR. STRANGELOVE OR: HOW I LEARNED TO STOP WORRYING AND LOVE THE BOMB19641/1/20173/31/201815$136,500 ?YYYYY?130DRIVING LESSONS20064/1/20166/30/201715$78,750 ?YYYYY?131EASY RIDER19697/1/20169/30/201715$136,500 ?YYYYY?132EDGE OF ETERNITY19591/1/20143/31/201515$52,500 ?YYYYN?133EIGHT MILLIMETER19991/1/20173/31/201815$210,000 ?YYYYY?134EXCESS BAGGAGE199710/1/201612/31/201715$63,000 ?YYYYY?135EXORCISM OF EMILY ROSE, THE20053/1/20165/31/201715$136,500 ?YYYYY?136EYE OF THE BEHOLDER200010/1/201512/31/201615$136,500 ?YYYYY?137FACE OF A FUGITIVE19594/1/20146/30/201515$52,500 ?YYYYN?138FAN, THE19968/1/201510/31/201615$136,500 ?YYYYY?139FEEL THE NOISE20071/1/20183/31/201915$78,750 No Bermuda rights during the full license window; Starz has reviewed and agreed.YYYYY?140FEUDIN' RHYTHM19493/1/20145/31/201515$52,500 ?YYYNN?141FIFTH ELEMENT, THE19978/1/201610/31/201715$210,000 ?YYYYY?142FIGHTING MARSHALL, THE19313/1/20145/31/201515$52,500 ?YYYNN?143FINDING FORRESTER20003/1/20185/31/201915$136,500 ?YYYYY?144FIREFLIES IN THE GARDEN200910/1/201512/31/201615$78,750 ?YYYNY?145FIRST KNIGHT199512/1/20142/29/201615$136,500 ?YYYYY?146FIVE EASY PIECES19707/1/20169/30/201715$136,500 ?YYYYN?147FLATLINERS19904/1/20156/30/201615$136,500 ?YYYYY?148FLY AWAY HOME19969/3/201511/30/201615$63,000 ?YYYYY?149FOOLS' PARADE19712/1/20154/30/201615$63,000 ?YYYYN?150FOOLS RUSH IN (1997)19971/1/20163/31/201715$136,500 ?YYYYY?151FOR KEEPS198810/1/201512/31/201615$136,500 ?YYYYN?152FORBIDDEN19321/1/20143/31/201515$52,500 ?YYYYN?153FRESHMAN, THE (1990)199010/1/201512/31/201615$136,500 ?YYYYN?154FRIENDS WITH MONEY20064/1/20166/30/201715$78,750 ?YYYYY?155FRIGHT NIGHT (1985)198510/1/201512/31/201615$136,500 ?YYYYY?156FRONTIER HELLCAT19667/1/20149/30/201515$52,500 No Bermuda rights during the full license window; Starz has reviewed and agreed.YYYNN?157FROZEN RIVER20084/1/20186/30/201915$78,750 ?YYYYY?158FUN WITH DICK AND JANE (2005)20058/1/20187/31/201912$109,200 ?YYYYY?159FURY AT GUNSIGHT PASS19567/1/20149/30/201515$52,500 ?YYYY*Y*LAS on 1" tape160G (2005)200512/1/20142/29/201615$78,750 ?YYYYY?161GANDHI19827/1/20169/30/201715$63,000 ?YYYYY?162GATTACA19976/1/20178/31/201815$136,500 ?YYYYY?163GERONIMO: AN AMERICAN LEGEND199310/1/201512/31/201615$63,000 ?YYYYY?164GET ON THE BUS199610/1/201512/31/201615$78,750 ?YYYYY?165GIRL, INTERRUPTED19992/1/20184/30/201915$63,000 ?YYYYY?166GLADIATOR (1992)199210/1/201512/31/201615$78,750 ?YYYYN?167GLASS HOUSE, THE (2001)20016/1/20188/31/201915$136,500 ?YYYYY?168GLORY19891/1/20173/31/201815$210,000 ?YYYYY?169GO (1999)19994/1/20176/30/201815$136,500 ?YYYYY?170GO WEST YOUNG LADY (1941)19414/1/20156/30/201615$63,000 ?YYYYN?171GODZILLA (1998)19982/1/20164/30/201715$299,250 ?YYYYY?172GOOD DAY FOR A HANGING19581/1/20173/31/201815$52,500 ?YYYYN?173GOSPEL, THE (2005)20058/1/201510/31/201615$78,750 ?YYYYY?174GREAT SIOUX MASSACRE, THE196510/1/201712/31/201815$52,500 ?YYYYN?175GRIDIRON GANG (2006)20066/1/20185/31/201912$168,000 ?YYYYY?176GROUNDHOG DAY19933/1/20175/31/201815$210,000 ?YYYYY?177GRUDGE 2, THE (2006)200612/1/20162/28/201815$136,500 ?YYYYY?178GRUDGE, THE (2004)200412/1/20162/28/201815$210,000 ?YYYYY?179GUARDING TESS199410/1/201512/31/201615$136,500 ?YYYYY?180GUESS WHO'S COMING TO DINNER (1967)19677/1/20179/30/201815$78,750 ?YYYYY?181GUN FURY19534/1/20146/30/201515$52,500 ?YYYYN?182GUNFIGHTERS (1947)19474/1/20156/30/201615$63,000 ?YYYYN?183GUNMAN'S WALK19581/1/20173/31/201815$52,500 ?YYYYN?184GUNMEN FROM LAREDO19597/1/20149/30/201515$52,500 ?YYYNN?185GUNS OF FORT PETTICOAT, THE19571/1/20173/31/201815$52,500 ?YYYYN?186HANGING UP200010/1/201612/31/201715$78,750 ?YYYYY?187HANGMAN'S KNOT19527/1/20149/30/201515$52,500 ?YYYYN?188HARD LUCK (2006)20066/1/20178/31/201815$78,750 ?YYYYY?189HARD MAN, THE19571/1/20173/31/201815$52,500 ?YYYYN?190HAWK OF WILD RIVER, THE19526/1/20148/31/201515$52,500 ?YYYNN?191HIGH SCHOOL HIGH199610/1/201412/31/201515$136,500 ?YYYYY?192HIGHER LEARNING (1995)19951/1/20183/31/201915$78,750 ?YYYYY?193HOLLOW MAN20009/1/20188/31/201912$168,000 ?YYYYY?194HOME IN SAN ANTONE19497/1/20149/30/201515$52,500 ?YYYNN?195HOOK199112/1/20172/28/201915$136,500 ?YYYYY?196HOUSE OF FLYING DAGGERS20041/1/20163/31/201715$78,750 ?YYYNY?197HUDSON HAWK19914/1/20166/30/201715$136,500 ?YYYYN?198HUSH19981/1/20163/31/201715$63,000 ?YYYYY?199HUSTLE AND HEAT200410/1/201412/31/201515$78,750 ?YYYYY?200I KNOW WHAT YOU DID LAST SUMMER19978/1/201610/31/201715$210,000 ?YYYYY?201I LOVE YOU TO DEATH19906/1/20158/31/201615$136,500 ?YYYYY?202I STILL KNOW WHAT YOU DID LAST SUMMER19988/1/201610/31/201715$210,000 ?YYYYY?203IDLE HANDS19996/1/20178/31/201815$78,750 ?YYYYY?204IF LUCY FELL19966/1/20158/31/201615$78,750 ?YYYYN?205IN MY COUNTRY20056/1/20168/31/201715$78,750 ?YYYYY?206IN THE CUT200310/1/201612/31/201715$136,500 ?Y*YYYY*HD 1.85 only207IN THE LINE OF FIRE19934/1/20146/30/201515$210,000 ?YYYYY?208INDIAN UPRISING19527/1/20149/30/201515$52,500 ?YYYNN?209ISHTAR19876/1/20158/31/201615$136,500 ?YYYYY?210IT COULD HAPPEN TO YOU19943/1/20185/31/201915$78,750 ?YYYYY?211JAGGED EDGE19856/1/20158/31/201615$136,500 ?YYYYY?212JANE AUSTEN BOOK CLUB, THE20078/1/201710/31/201815$63,000 ?YYYYY?213JAWBREAKER19991/1/20163/31/201715$136,500 ?YYYYY?214JERRY MAGUIRE19961/1/20173/31/201815$210,000 ?YYYYY?215JO JO DANCER, YOUR LIFE IS CALLING19866/1/20158/31/201615$78,750 ?YYYYN?216JOE DIRT (2001)200111/1/201810/31/201912$168,000 ?YYYYY?217JOHN CARPENTER'S GHOSTS OF MARS20011/1/20183/31/201915$136,500 ?YYYYY?218JOHN CARPENTER'S VAMPIRES19984/1/20166/30/201715$136,500 ?YYYYY?219JOHNNY MNEMONIC19956/1/20158/31/201615$63,000 No Bermuda rights during the full license window; Starz has reviewed and agreed.YYYYY?220JUBAL195611/1/20161/31/201815$52,500 ?YYYYN?221JUMANJI (1995)19953/1/20172/28/201812$109,200 ?YYYYY?222JUNEBUG20052/1/20164/30/201715$78,750 ?YYYYY?223JUROR, THE19962/1/20154/30/201615$136,500 ?YYYYY?224JURY DUTY19956/1/20158/31/201615$136,500 ?YYYYN?225KAENA: THE PROPHECY200410/1/201412/31/201515$78,750 ?YYYYY?226KARATE KID III, THE19893/1/20162/28/201712$109,200 ?YYYYY?227KARATE KID, THE (1984)19843/1/20162/28/201712$239,400 ?YYYYY?228KARATE KID: PART II, THE19863/1/20162/28/201712$168,000 ?YYYYY?229KERMIT'S SWAMP YEARS20027/1/20149/30/201515$78,750 ?YYYYY?230KNIGHT'S TALE, A20012/1/20181/31/201912$168,000 ?YYYYY?231KRAMER VS. KRAMER (1979)19797/1/20169/30/201715$136,500 ?YYYYY?232KUNG FU HUSTLE20058/1/201610/31/201715$78,750 ?YYYYY?233LA BAMBA19871/1/20183/31/201915$136,500 ?YYYYY?234LAND RAIDERS196910/1/201712/31/201815$52,500 ?YYYY*N*LAS on 1" tape235LAST ACTION HERO19936/1/20158/31/201615$136,500 ?YYYYY?236LAST FRONTIER, THE19551/1/20173/31/201815$52,500 ?YYYNY?237LAST OF THE COMANCHES19534/1/20146/30/201515$52,500 ?YYYYN?238LAST OF THE REDMEN, THE19477/1/20149/30/201515$52,500 ?YYYNN?239LAST OF THE RENEGADES19667/1/20149/30/201515$52,500 No Bermuda rights during the full license window; Starz has reviewed and agreed.YYYNN?240LAST POSSE, THE19534/1/20146/30/201515$52,500 ?YYYYN?241LAST REBEL, THE19717/1/20149/30/201515$52,500 No Bermuda rights during the full license window; Starz has reviewed and agreed.YYYNN?242LAST SUPPER, THE19967/1/20169/30/201715$78,750 ?NYYYN?243LAUREL CANYON20034/1/20166/30/201715$78,750 ?YYYYY?244LAW VS. BILLY THE KID, THE19547/1/20149/30/201515$52,500 ?NYYY*N*LAS on 1" tape245LAWLESS STREET, A195511/1/20161/31/201815$52,500 ?YYYYN?246LAWRENCE OF ARABIA (RESTORED VERSION)19621/1/20173/31/201815$136,500 ?YYYYY?247LAYER CAKE20054/1/20166/30/201715$136,500 ?YYYYY?248LEAGUE OF THEIR OWN, A (1992)199210/1/201612/31/201715$210,000 ?YYYYY?249LEGEND OF BILLIE JEAN, THE19851/1/20143/31/201515$136,500 ?YYYYY?250LEGEND OF TOM DOOLEY, THE19594/1/20146/30/201515$52,500 ?YYYYN?251LEGEND OF ZORRO, THE (2005)200512/1/201711/30/201812$168,000 No Micronesia rights during the full license window; Starz has reviewed and agreed.YYYYY?252LEGENDS OF THE FALL19944/1/20156/30/201615$210,000 ?YYYYY?253LEONARD PART 619877/1/20149/30/201515$78,750 ?YYYYN?254LEVITY20033/1/20155/31/201615$136,500 ?YYYYN*?255LIBERATION OF L.B. JONES, THE19703/1/20155/31/201615$78,750 ?YYYYN?256LIES & ALIBIS (2006)20065/1/20147/31/201515$78,750 ?YYYYY?257LIGHTNING GUNS19507/1/20149/30/201515$52,500 ?YYYNN?258LIGHTNING IN A BOTTLE20041/1/20163/31/201715$78,750 ?YYYYY?259LIKE FATHER, LIKE SON19876/1/20158/31/201615$63,000 ?YYYYN?260LINEWATCH200812/1/20142/29/201615$78,750 ?YYYYY?261LITTLE NIKITA19886/1/20158/31/201615$78,750 ?YYYYN?262LITTLE SECRETS20023/1/20145/31/201515$78,750 ?YYYYY*?263LITTLE TREASURE19857/1/20149/30/201515$52,500 ?NYYYN?264LITTLE WOMEN (1994)19941/1/20143/31/201515$63,000 ?YYYYY?265LOOK WHO'S TALKING19897/1/20149/30/201515$136,500 ?YYYYY?266LOOK WHO'S TALKING NOW19937/1/20149/30/201515$136,500 ?YYYYN?267LOOK WHO'S TALKING TOO199010/1/201512/31/201615$136,500 ?YYYYN?268LOOSE CANNONS19906/1/20158/31/201615$78,750 ?YYYYN?269LORDS OF DOGTOWN20054/1/20156/30/201615$136,500 ?YYYYY?270LOSER20005/1/20177/31/201815$136,500 ?YYYYY*?271LOVE AND A BULLET20023/1/20185/31/201915$78,750 ?YYYYY?272LOVERBOY19892/1/20144/30/201515$63,000 ?YYYYN?273LUST FOR GOLD19494/1/20146/30/201515$52,500 ?YYYYN?274MACKENNA'S GOLD19696/1/20158/31/201615$63,000 ?YYYYY?275MADELINE19987/1/20159/30/201615$63,000 ?YYYYY?276MAJOR DUNDEE196511/1/20161/31/201815$63,000 ?YYYYN?277MAKE IT FUNKY!20053/1/20155/31/201615$78,750 ?YYYYY?278MAN CALLED SLEDGE, A197110/1/201712/31/201815$63,000 ?YYYYN?279MAN FROM COLORADO, THE19497/1/20149/30/201515$52,500 ?YYYY*N*LAS on 3/4" tape280MAN FROM LARAMIE, THE19551/1/20173/31/201815$63,000 ?YYYYY*?281MAN IN THE SADDLE19517/1/20149/30/201515$52,500 ?YYYY*N*LAS on 1" tape282MANHATTAN MURDER MYSTERY19936/1/20158/31/201615$78,750 ?YYYYN?283MARIE ANTOINETTE (2006 FEATURE)20064/1/20166/30/201715$63,000 ?YYYYY?284MARKSMAN, THE200510/1/201412/31/201515$78,750 ?YYYYY?285MARSH, THE20073/1/20155/31/201615$78,750 ?YYYYY?286MASK OF ZORRO, THE199812/1/201711/30/201812$168,000 ?YYYYY?287MASKED AND ANONYMOUS20033/1/20155/31/201615$78,750 ?YYYYY?288MASSACRE CANYON19544/1/20146/30/201515$52,500 ?YYYNN?289MASTERSON OF KANSAS19547/1/20149/30/201515$52,500 ?YYYYN?290MATILDA (1996)19964/1/20186/30/201915$63,000 ?YYYYY?291MAXIMUM RISK19969/1/201411/30/201515$63,000 ?YYYYY?292MEDALLION, THE20031/1/20163/31/201715$63,000 ?YYYYY?293MEN IN BLACK (1997)19978/15/20209/14/202113$259,350 ?YYYYY?294MEN IN BLACK II20028/15/20209/14/202113$259,350 ?YYYYY?295MESSENGERS, THE20071/1/20173/31/201815$136,500 ?YYYYY?296MIRRORMASK20056/1/20158/31/201615$78,750 ?YYYYY?297MIXED NUTS19946/1/20158/31/201615$78,750 ?YYYYY?298MO' MONEY19922/1/20154/30/201615$136,500 ?YYYYN?299MONEY TRAIN19951/1/20153/31/201615$136,500 ?YYYYY?300MONSTER HOUSE20061/1/20173/31/201815$78,750 ?YYYYY?301MOTHMAN PROPHECIES, THE200210/1/201812/31/201915$210,000 ?YYYYY?302MOUNTAIN MEN, THE198010/1/201712/31/201815$63,000 ?YYYYN?303MR. SOFT TOUCH19497/1/20149/30/201515$52,500 ?YYYNN?304MRS. WINTERBOURNE199610/1/201512/31/201615$78,750 ?YYYYY?305MULTIPLICITY19966/1/20158/31/201615$136,500 ?YYYYY?306MUPPETS FROM SPACE199911/1/201510/31/201612$50,400 ?YYYYY?307MUPPETS TAKE MANHATTAN, THE198411/1/201510/31/201612$50,400 ?YYYYY?308MY BEST FRIEND'S WEDDING19978/1/201710/31/201815$210,000 ?YYYYY?309MY GIRL19911/1/20153/31/201615$136,500 ?YYYYY?310MY GIRL 219941/1/20153/31/201615$136,500 ?YYYYY?311MY STEPMOTHER IS AN ALIEN19882/2/20175/31/201816$145,950 ?YYYYN?312NADINE19876/1/20158/31/201615$136,500 ?YYYYY?313NATURAL, THE19842/1/20175/31/201816$223,650 ?YYYYN?314NEBRASKAN, THE19534/1/20146/30/201515$52,500 ?YYYYN?315NEIGHBORS (1981)19816/1/20158/31/201615$136,500 ?YYYYN?316NERVOUS TICKS19937/1/20149/30/201515$78,750 ?NYYYN?317NEVADAN, THE19507/1/20149/30/201515$52,500 ?YYYYY?318NEW ADVENTURES OF PIPPI LONGSTOCKING, THE19886/1/20158/31/201615$63,000 ?YYYYN?319NIGHT OF THE LIVING DEAD (1990)19906/1/20158/31/201615$63,000 ?YYYYY?320NINA TAKES A LOVER199510/1/201412/31/201515$78,750 ?YYYYN?321NINE QUEENS20021/1/20143/31/201515$52,500 ?NYYYY?322NORTH19945/1/20147/31/201515$63,000 No Bermuda rights during the full license window; Starz has reviewed and agreed.YYYYY?323NOWHERE TO RUN (1993)19935/1/20157/31/201615$63,000 ?YYYYN?324OLIVER TWIST (2005)20054/1/20156/30/201615$78,750 ?YYYYY?325ONE FALSE MOVE19926/1/20148/31/201515$63,000 ?YYYYN?326ONE WAY TRAIL, THE19317/1/20149/30/201515$52,500 ?NYYNN?327ONLY YOU (1994)19947/1/20159/30/201615$78,750 ?YYYYY?328OPEN SEASON (2006)200610/1/201712/31/201815$136,500 ?YYYYY?329OUTLAW STALLION, THE19504/1/20146/30/201515$52,500 ?YYYYN?330OUTLAWS IS COMING, THE19657/1/20149/30/201515$52,500 ?YYYYN?331PALOMINO, THE19507/1/20149/30/201515$52,500 ?NYYNN?332PARSON AND THE OUTLAW, THE19572/1/20154/30/201615$52,500 ?YYYYN?333PASSENGERS (2008)20086/1/20188/31/201915$136,500 ?YYYYY?334PATRIOT, THE (2000)20008/1/201710/31/201815$299,250 ?YYYYY?335PEGGY SUE GOT MARRIED19861/1/20163/31/201715$136,500 ?YYYYY?336PEOPLE VS. LARRY FLYNT, THE19966/1/20168/31/201715$136,500 ?YYYYY?337PEST, THE199712/1/20152/28/201715$78,750 ?YYYYY?338PHILADELPHIA19937/1/20169/30/201715$136,500 ?YYYYY?339PLACES IN THE HEART198411/1/20141/31/201615$136,500 ?YYYYN?340POETIC JUSTICE (1993)19931/1/20183/31/201915$78,750 ?YYYYN?341POLLOCK20003/1/20175/31/201815$78,750 ?YYYYY?342POSTCARDS FROM THE EDGE19907/1/20169/30/201715$136,500 ?YYYYY?343PREMONITION (2007)200710/1/201712/31/201815$299,250 ?YYYYY?344PRINCE OF TIDES, THE19913/1/20165/31/201715$136,500 ?YYYYN?345PRINCIPAL, THE198710/1/201712/31/201815$136,500 ?YYYYN?346PRIVATE RESORT19855/1/20157/31/201615$136,500 ?YYYYN?347PROFESSIONAL, THE (1994)19942/1/20144/30/201515$136,500 ?YYYYY?348PROFESSIONALS, THE (1966)19661/1/20163/31/201715$63,000 ?YYYYY?349PURSUIT OF HAPPYNESS, THE (2006)20064/1/20186/30/201915$299,250 ?YYYYY?350QUARANTINE20089/1/201811/30/201915$136,500 ?YYYYY?351QUICK AND THE DEAD, THE (1995)199511/1/20151/31/201715$63,000 ?YYYYY?352QUICK GUN, THE196410/1/201712/31/201815$52,500 ?YYYYN?353QUICKSILVER19862/1/20154/30/201615$136,500 ?YYYYN?354RACE THE SUN19962/1/20154/30/201615$78,750 ?YYYYY?355RACHEL GETTING MARRIED20084/1/20186/30/201915$78,750 ?YYYYY?356RADIO FLYER19922/1/20154/30/201615$136,500 ?YYYYN?357RAISIN IN THE SUN, A (1961)19611/1/20163/31/201715$78,750 ?YYYY*N*LAS on 1" tape358RAISIN IN THE SUN, A (2008)200811/1/20141/31/201615$78,750 ?YYYYY?359RAMPAGE AT APACHE WELLS19654/1/20156/30/201615$52,500 No Bermuda rights during the full license window; Starz has reviewed and agreed.YYYYN?360REAL GENIUS19855/1/20157/31/201615$210,000 ?YYYYN?361RELENTLESS (1948)19484/1/20156/30/201615$52,500 ?YYYNN?362REMAINS OF THE DAY, THE19937/1/20169/30/201715$63,000 ?YYYYY?363REPLACEMENT KILLERS, THE199810/1/201712/31/201815$136,500 ?YYYYY?364REPRISAL!19562/1/20154/30/201615$52,500 ?YYYY*N*LAS on 1" tape365RESIDENT EVIL20023/1/20199/30/20197$98,000 ?YYYYY?366RESIDENT EVIL: EXTINCTION20073/1/20192/28/202012$168,000 ?YYYYY?367RETURN TO WARBOW19581/1/20173/31/201815$52,500 ?YYYNY?368REVENGE (1990)19902/1/20154/30/201615$136,500 No Bermuda rights during the full license window; Starz has reviewed and agreed.YYYYN?369REVOLVER (2005)20079/1/201411/30/201515$136,500 ?YYYYY?370RICHARD PRYOR HERE AND NOW19837/1/20159/30/201615$78,750 ?YYYNN?371RICHARD PRYOR LIVE ON THE SUNSET STRIP19822/1/20154/30/201615$78,750 ?YYYNN?372RIDE BEYOND VENGEANCE19664/1/20156/30/201615$63,000 ?YYYYN?373RIDE LONESOME19591/1/20173/31/201815$63,000 ?YYYYN?374RIDERS OF THE NORTHLAND19424/1/20156/30/201615$52,500 ?YYYNN?375RIDING IN CARS WITH BOYS20017/1/20189/30/201915$136,500 ?YYYYY?376RISE: BLOOD HUNTER20073/1/20155/31/201615$63,000 ?YYYNY*?377RIVER RUNS THROUGH IT, A19927/1/20159/30/201615$136,500 ?YYYYY?378ROCKIN' IN THE ROCKIES19452/1/20154/30/201615$52,500 ?YYYNN?379ROXANNE19871/1/20173/31/201815$210,000 ?YYYYY?380RUDY19931/1/20183/31/201915$210,000 ?YYYYY?381RUDYARD KIPLING'S THE SECOND JUNGLE BOOK: MOWGLI & BALOO19974/1/20156/30/201615$63,000 No Bermuda rights during the full license window; Starz has reviewed and agreed.NYYYN?382RUN LOLA RUN19991/1/20153/31/201615$78,750 ?YYYYY?383RV20069/1/201711/30/201815$299,250 ?YYYYY?384SANTA FE (1951)19514/1/20156/30/201615$52,500 ?YYYYN?385SAVAGE PAMPAS19677/1/20169/30/201715$52,500 ?YYYNN?386SAVING SILVERMAN20014/1/20186/30/201915$210,000 ?YYYYY?387SCHOOL DAZE19882/1/20154/30/201615$78,750 ?YYYYN?388SECRET IN THEIR EYES, THE20108/1/201410/31/201515$78,750 Bermuda rights non-exclusive during the full license window; Starz has reviewed and agreed.YYYYY?389SECRET OF TREASURE MOUNTAIN (1955)19564/1/20156/30/201615$52,500 ?YYYNN?390SECRET WINDOW200410/1/201612/31/201715$299,250 ?YYYYY?391SEE NO EVIL, HEAR NO EVIL (1989)19895/1/20157/31/201615$136,500 ?YYYYN?392SEEMS LIKE OLD TIMES19802/1/20154/30/201615$136,500 ?YYYYN?393SEMINOLE UPRISING19552/1/20154/30/201615$52,500 ?YYYY*N*LAS on 1" audio394SENSE AND SENSIBILITY19951/1/20183/31/201915$63,000 ?YYYYY?395SERAPHIM FALLS20076/1/20158/31/201615$63,000 ?YYYNY?396SEVEN YEARS IN TIBET19973/1/20165/31/201715$136,500 ?YYYYY?397SEVENTH SIGN, THE19881/1/20163/31/201715$63,000 ?YYYYN?398SHE HATE ME200410/1/201612/31/201715$78,750 ?YYYYY?399SHOTTAS20063/1/20145/31/201515$78,750 ?YYYYY?400SIERRA STRANGER19574/1/20156/30/201615$52,500 ?YYYNN?401SILENT HILL20064/1/20166/30/201715$136,500 ?YYYYY?402SILVERADO19851/1/20153/31/201615$63,000 ?YYYYY?403SINGLE WHITE FEMALE19921/1/20163/31/201715$136,500 ?YYYYN?404SLACKERS20025/1/20147/31/201515$136,500 ?YYYYY?405SLAPPY AND THE STINKERS19987/1/20149/30/201515$63,000 ?YYYYY?406SLC PUNK19994/1/20146/30/201515$78,750 ?YYYYY ?407SLEEPLESS IN SEATTLE199310/1/201612/31/201715$210,000 ?YYYYY?408SLEUTH20078/1/201710/31/201815$78,750 ?YYYYY?409SLIPSTREAM (2007)20073/1/20155/31/201615$78,750 ?YYYNY?410SNATCH (2000)200010/1/201712/31/201815$210,000 ?YYYYY?411SNIPER (1993)19932/1/20164/30/201715$136,500 ?YYYYY?412SO I MARRIED AN AXE MURDERER199310/1/201512/31/201615$136,500 ?YYYYY?413SOLDIER'S STORY, A19842/1/20164/30/201715$78,750 ?YYYYN?414SOLO199610/1/201712/31/201815$78,750 ?YYYYY?415SOUTHLAND TALES20073/1/20155/31/201615$78,750 ?YYYYY?416SPANGLISH20041/1/20173/31/201815$210,000 ?YYYYY?417SPICE WORLD199812/1/20142/29/201615$78,750 ?YYYYY?418SPIDER-MAN (2002)20022/1/202110/23/20218.7$174,402 ?YYYYY?419SPIDER-MAN 2 (2004)200412/1/202010/23/202110.7$214,302 ?YYYYY?420SPIDER-MAN 3 (2007)200710/1/202010/23/202112.7$254,202 ?YYYYY?421SQUID AND THE WHALE, THE200510/1/201712/31/201815$78,750 ?YYYYY?422ST. ELMO'S FIRE19852/1/20154/30/201615$136,500 ?YYYYY?423ST. TRINIAN'S20097/1/20149/30/201515$78,750 ?YYYNY?424STAGE TO TUCSON19504/1/20156/30/201615$52,500 ?NYYYN?425STAND BY ME19863/1/20185/31/201915$210,000 ?YYYYY?426STARMAN (1984)19842/1/20154/30/201615$136,500 ?YYYYY?427STARSHIP TROOPERS19971/1/20173/31/201815$299,250 ?YYYYY?428STEALTH20052/1/20164/30/201715$210,000 ?YYYYY?429STEAMBOY20055/1/20147/31/201515$78,750 ?YYYYY?430STEEL MAGNOLIAS (1989)19897/1/20169/30/201715$136,500 ?YYYYY?431STEPMOM19987/1/20186/30/201912$109,200 ?YYYYY?432STIR CRAZY (1980)19803/1/20155/31/201615$136,500 ?YYYYN?433STOMP THE YARD20079/1/20188/31/201912$63,000 ?YYYYY?434STRANGER WORE A GUN, THE19532/1/20154/30/201615$52,500 ?YYYYN?435STRIKING DISTANCE19937/1/20159/30/201615$210,000 ?YYYYY?436STRIPES19811/1/20173/31/201815$210,000 ?YYYYY?437SUBURBANS, THE19996/1/20158/31/201615$78,750 ?NYYYY?438SUNSET19884/1/20156/30/201615$63,000 ?YYYYN?439SUNSHINE STATE20028/1/201410/31/201515$78,750 ?YYYYY?440SUPERBABIES: BABY GENIUSES 220045/1/20144/30/201512$63,000 ?YYYYY?441SURF'S UP200711/1/201712/31/201814$73,500 ?YYYYY?442SWAN PRINCESS, THE19946/1/20148/31/201515$63,000 ?YYYYN?443TAILOR OF PANAMA, THE20017/1/20179/30/201815$210,000 ?YYYYY?444TAKE, THE (2008)20083/1/20155/31/201615$78,750 ?YYYYY?445TALK TO HER20026/30/20159/30/201615$78,750 ?YYYY*Y*LAS on 3/4 tape446TALL T, THE19574/1/20146/30/201515$63,000 ?YYYYN?447TAP19892/1/20154/30/201615$78,750 ?YYYYN?448TAXI DRIVER197610/1/201512/31/201615$210,000 ?YYYYY?449TEN WANTED MEN19554/1/20156/30/201615$52,500 ?YYYY*N*LAS on 3/4 tape450TEXAS RANGERS, THE (1951)19512/1/20154/30/201615$52,500 ?NYYNN?451TEXICAN, THE19664/1/20156/30/201615$52,500 ?YYYYN?452THAT TEXAS JAMBOREE19464/1/20156/30/201615$52,500 ?YYYNN?453THEY CAME TO CORDURA19592/1/20154/30/201615$52,500 ?YYYYN?454THEY RODE WEST19544/1/20156/30/201615$52,500 ?YYYYN?455THOMAS AND THE MAGIC RAILROAD200010/1/201512/31/201615$78,750 ?YYYYY?456THREE CAN PLAY THAT GAME200812/1/20152/28/201715$78,750 ?YYYYY?457THREE HOURS TO KILL19542/1/20154/30/201615$52,500 ?YYYYN?458THUMBSUCKER20057/15/201710/31/201816$84,000 ?YYYYY?459THUNDER AT THE BORDER19664/1/20156/30/201615$52,500 ?NYYY*N*LAS on 1" tape460THUNDERHEART19922/1/20154/30/201615$136,500 ?YYYYN?461THUNDERHOOF19482/1/20154/30/201615$52,500 ?NYYNN?462TIME FOR KILLING, A19671/1/20143/31/201515$63,000 ?NYYY*N*LAS on 1" tape463TO DIE FOR (1995)19952/1/20144/30/201515$136,500 ?YYYYY?464TO SIR, WITH LOVE (1967)19671/1/20163/31/201715$78,750 ?YYYYN?465TO SIR, WITH LOVE II199610/1/201512/31/201615$78,750 ?YYYYY*?466TOOTSIE19822/1/20175/31/201816$223,650 ?YYYYY?467TOY, THE19824/1/20156/30/201615$136,500 ?YYYYN?468TRAPPED (2002)20026/1/20155/31/201612$50,400 No Bermuda rights during the full license window; Starz has reviewed and agreed.YYYYY?469TROOP BEVERLY HILLS (1989)19892/2/20175/31/201816$67,200 ?YYYYN?470TRUE BELIEVER198910/1/201512/31/201615$63,000 ?YYYYN?471TRUMPET OF THE SWAN, THE200111/1/20161/31/201815$78,750 ?YYYYY?472TULSA19494/1/20156/30/201615$52,500 ?NYYY*N*LAS on 1/4" analog473TWENTY BUCKS19933/1/20155/31/201615$78,750 ?NYYNN?474TWO CAN PLAY THAT GAME20014/1/20186/30/201915$78,750 ?YYYYY?475TWO FISTED LAW19322/1/20154/30/201615$52,500 ?YYYYN?476TWO RODE TOGETHER19611/1/20143/31/201515$63,000 ?YYYYN?477ULTRAVIOLET20061/1/20183/31/201915$210,000 ?YYYYY?478UNDER SUSPICION (2000)200010/1/201612/31/201715$78,750 ?YYYYY?479UNDERWORLD EVOLUTION200610/1/20183/31/20196$84,000 ?YYYYY?480UNDERWORLD: RISE OF THE LYCANS200910/1/20183/31/20196$119,700 ?YYYYY?481UNIVERSAL SOLDIER: THE RETURN199912/1/20172/28/201915$63,000 ?YYYYY?482UNTAMED BREED, THE19484/1/20156/30/201615$52,500 ?YYYNN?483UNTRACEABLE (2008)20086/1/20185/31/201912$239,400 ?YYYYY?484USED CARS (1980)19802/1/20154/30/201615$136,500 ?YYYYN?485UTAH BLAINE19571/1/20143/31/201515$63,000 ?YYYY*N*LAS on 1/4" analog486VACANCY20079/1/201711/30/201815$210,000 ?YYYYY?487VIOLENT MEN, THE19552/1/20154/30/201615$52,500 ?YYYYN?488VOLVER (2006)20064/1/20166/30/201715$78,750 ?YYYNY?489WALK HARD: THE DEWEY COX STORY200711/1/20181/31/202015$136,500 ?YYYYY?490WALKING HILLS, THE19494/1/20156/30/201615$52,500 ?YYYY*N*LAS on 1/4" analog491WATERDANCE, THE19927/1/20149/30/201515$78,750 ?YYYYN?492WE OWN THE NIGHT20074/1/20176/30/201815$136,500 ?YYYYY?493WEDDING PLANNER, THE200110/1/20189/30/201912$239,400 ?YYYYY?494WEEKEND AT BERNIE'S II19932/1/20154/30/201615$136,500 ?YYYYN?495WESTERN CODE, THE19322/1/20154/30/201615$52,500 ?YYYNN?496WHAT LOVE IS20076/1/20158/31/201615$78,750 ?YYYYY?497WHAT PLANET ARE YOU FROM?200011/1/20151/31/201715$78,750 ?YYYYY?498WHEN A STRANGER CALLS (2006)20064/1/20156/30/201615$136,500 ?YYYYY?499WHEN THE REDSKINS RODE19514/1/20156/30/201615$52,500 ?YYYYN?500WHITE NIGHTS198510/1/201512/31/201615$78,750 ?YYYYY?501WHITE SQUAW, THE19562/1/20154/30/201615$52,500 ?YYYY*N*LAS on 1/4 analog502WHITE WATER SUMMER198710/1/201512/31/201615$136,500 ?YYYYN?503WHO'S HARRY CRUMB?19895/1/20157/31/201615$136,500 ?YYYYN?504WILD THINGS199812/1/20172/28/201915$136,500 ?YYYYY?505WILD WESTERNERS, THE19624/1/20156/30/201615$52,500 ?NYYY*N*LAS on 1" video506WIND CHILL20074/1/20176/30/201815$136,500 ?YYYYY?507WINGED MIGRATION20033/1/20155/31/201615$78,750 ?YYYYY?508WOLF199410/1/201512/31/201615$63,000 ?YYYYY?509WYOMING RENEGADES19542/1/20154/30/201615$52,500 ?YYYY*N*LAS on 1" video510ZATHURA: A SPACE ADVENTURE20053/1/20172/28/201812$109,200 ?YYYYY?$53,174,756 EXHIBIT BTECHNICAL SPECIFICATIONSWith respect to each Licensed Picture:(A)Licensor shall permit access to a standard definition and, if available, high definition video master or mezzanine level file free of scratches, splices, dirt and other visual defects of technical quality in accordance with Television SMPTE standards and suitable for exhibition on Pay Television in the Territory in accordance with STE’s standards (as set forth in Section L below) (“Master”) at a laboratory designated by Licensor (“Laboratory”), of a closed-captioned English language version of each Licensed Picture for tape-to-tape transfer for Exhibition by Pay Television as specified in this Exhibit. Delivery of the Master(s) to the Laboratory shall take place not later than four months prior to such Licensed Picture’s License Period. Any fees or expenses to produce a Master shall be payable solely by Licensor. Each closed-captioned version of each Licensed Picture shall be in compliance with the minimum specifications set by the National Captioning Institute as of the date of delivery. (B)Each Master shall be made available to STE at the Laboratory for the purpose of preparing, at STE’s cost and expense and for STE’s use as provided for in this Agreement, the number of videocassettes and videotapes or the mezzanine level files (or such other medium as is the then current standard within the Pay Television industry) of such Licensed Picture(s) required and ordered by STE hereunder (“Video Reproductions”). Licensor shall execute the Laboratory Access Letter attached as Schedule 1 to this Exhibit B, and thereby authorize the Laboratory to prepare for and release to STE such Video Reproductions. Licensor shall deliver such executed Laboratory Access Letter to the Laboratory and to STE’s “Traffic Coordinator” no later than four months prior to such Licensed Picture’s License Period. At the time of delivery of the Laboratory Access Letter to the Laboratory and STE, Licensor shall provide written notice of the measured action-to-action running time of such Licensed Picture.(C)Each Master that Licensor shall deliver to the Laboratory shall be a full-frame panned and scanned NTSC component digital master (digital betacam, or mezzanine level file, or equivalent) created from any one of the following (in order of STE’s preference), free of all commercial breaks, black spaces or slugs and, except as otherwise specified in the Agreement and except for watermarks, all encoding technologies, including, without limitation, any technology which would prevent copying or duplication by recipients of the Service:(i)a 35mm interpositive made from the original final-cut theatrical negative, timed and color-corrected; or(ii)a 35mm internegative made from a timed, color-corrected interpositive; or(iii)a 35mm color reversal intermediate negative made from the original final-cut theatrical negative, timed and color-corrected; or(iv)a 35mm composite print, printed three points light overall, on Eastman Kodak low contrast film stock (or film stock of quality comparable in STE’s sole discretion) made from the original final-cut theatrical negative; or(v)a 35mm composite print, printed three points light overall, on Eastman Kodak low contrast film stock (or film stock of quality comparable in STE’s sole discretion) made from a first generation color reversal intermediate or first generation internegative.Notwithstanding the foregoing, if technology is used by Licensor to “film” a motion picture, which technology does not use 35mm film (e.g., digital cameras), then the component digital master preferred by STE shall be made from the highest quality digital source available.(D)Each Master shall include audio in perfect synchronization from a 5.1 digital audio master (or level copy) or a Lt-Rt (2 track Dolby Surround Matrix Encoded) digital audio master (or level copy), providing the sound for such picture was produced in 5.1; or solely a Lt-Rt digital audio master (or level copy) providing sound for such picture was produced only in Lt-Rt; or solely a standard stereo digital audio master (or level copy) if the sound for such picture was produced only as standard stereo; or solely a monaural audio master (or level copy), with the mono signal present on two tracks in perfect phase if the sound for such picture was produced only as monaural. With respect to any Licensed Picture originally produced in a foreign language or for which Licensor has available only a foreign language version, Licensor shall deliver to the Laboratory a Master or mezzanine file meeting the requirements and specifications of this Exhibit B, either dubbed into the English language or subtitled in English, provided that if Licensor has both a dubbed and subtitled version of such Licensed Picture, STE shall have the right to access both versions. With respect to any Licensed Picture that contains text or voice-over, Licensor shall also provide, if requested by STE, textless background material and audio material free of voice-overs, if available.(E)The main and end titles, subtitles and title inserts for such Licensed Picture shall be in the English language and within the television safe area so that all lettering shall fully appear on the television screen.(F)Licensor shall deliver to STE correct and complete copies of music cue sheets for each Licensed Picture, if available.(G)STE shall inform Licensor if materials are not deemed acceptable no later than 45 days following STE’s receipt of the Video Reproduction and shall return such unacceptable materials to the Laboratory; provided, that, if STE fails to order a Video Reproduction within 30 days of the date specified in Section B, then its initial rejection of the materials shall occur no later the first to occur of 45 days following STE’s receipt of the Video Reproduction or 120 days prior to the first day of the License Period for a Licensed Picture. Licensor shall deliver (at its cost) to STE replacement materials within 30 days of receipt by Licensor of the unacceptable materials. If STE does not notify Licensor that any materials delivered hereunder are unacceptable within the time periods set forth in this Section G, STE shall continue to have the right to reject such materials, provided, that the License Period for such Licensed Picture to which such delivery relates shall not be adjusted.(H)Within 90 days after the end of the last License Period for each Licensed Picture, STE shall degauss the Video Reproduction of such Licensed Picture and furnish Licensor with an appropriate certificate of destruction signed by an officer of STE. If STE does not degauss a Video Reproduction of a Licensed Picture after such Licensed Picture’s License Period, STE shall store such Video Reproduction in a secure facility. Notwithstanding the foregoing, STE may, at its option, degauss the Video Reproduction of a Licensed Picture at the end of any of such Licensed Picture’s License Period and request access to such Licensed Picture prior to such Licensed Picture’s subsequent License Period in accordance with the terms of this Exhibit B. If any material, or part thereof, is lost, stolen or destroyed, STE shall furnish Licensor with an appropriate certificate of destruction signed by an officer of STE.(I)With respect to a Licensed Picture for which Licensor is not required to provide a Spanish language version, and does not provide a Spanish language version, STE shall have the right to create a Spanish language version, subject to Licensor’s approval and contractual restrictions, at STE’s cost and Licensor shall provide reasonable cooperation in the creation of such Spanish language version. In such case, Licensor shall deliver, upon request of STE, a separate stereo M&E track (or mono if stereo not available) and a final shooting script (in English) for such Licensed Picture.(J)All costs (including shipping and forwarding charges and insurance) of transporting the Video Reproductions of any Licensed Picture within the continental U.S. shall be borne by STE and all costs (including shipping and forwarding charges and insurance) of transporting and returning the Master to the Laboratory shall be borne by Licensor.(K)With respect to HDTV, Licensor shall provide a “clone” directly to STE in accordance with the technical specifications set forth in this Exhibit B. STE shall pay the cost of creating such “clone”, but not the cost of creation of any materials necessary to create such “clone. For purposes hereof, Licensor’s direct cost to create such “clone” shall not include any cost of corporate overhead or any research and development cost.(L)STE shall have the right to reject a Video Reproduction for technical reasons if the Video Reproduction contains any of the following, or similar, technical problems; provided, that Video Reproductions shall not be considered rejectable if issues are related to creative intent or if issues are inherent to the original capture device and cannot be corrected. Video DropoutsAudio DropoutsExcessive scratching — more than one continuous minuteExcessive Vertical or Horizontal ScratchingModerate to Excessive picture jitter or weaveFaded/washed out colors that are not representative of the theatrical versionPoor Audio Mix (Uneven Levels)Moderate to excessive dirt/dust in quantity and durationExcessive audio hiss/crackle from optical tracksTape CreasesBlanking ShiftsText out of TV safe zoneModerate to excessive video noise (screen door effect)Excessive grainUncorrected or degraded colorVisible time codeVideo pullsExcessive color breathingVideo Color BandingStereo film delivered in monoVideo distortionVideo ArtifactingPoor pan and scan (excessive movement, characters out of frame)Slice cement/tapeFilm tearsSplice linesSprocket holes/damageFreeze framesModerate to excessive chemical stainsColor/Element separationOut of synch audioVideo stuttersTime Compressed (if not requested)(M)Notwithstanding Licensor’s ability to designate the Laboratory, Licensor agrees that it shall reasonably cooperate with STE to resolve problems that arise as a result of such Laboratory’s pricing policies and personnel.(N)If Licensor grants and STE accepts mezzanine level files, Licensor’s standard product metadata will be made available to STE upon request using a mutually agreed upon delivery method. STE will be given access to Licensor’s marketing sites for graphic requirements. In the event of a conflict between any terms of service for such marketing sites and any provisions of this Agreement, the provisions of this Agreement shall control.Schedule I to Exhibit BLABORATORY ACCESS LETTERSONY PICTURES ENTERTAINMENTACCESS AUTHORIZATION FORMTO:[Date]CONTACT NAME:PLEASE ACCEPT THIS DOCUMENT AS AUTHORIZATION FOR THE CLIENT(S) LISTED BELOWTO ACCESS OUR TAPE MASTERS AT YOUR FACILITY. THIS LETTER PERMITS ACCESS UP TO THREE TIMES FOR THE MATERIALS LISTED BELOW.ACCESS#CLIENT NAMETITLEFEATTRLRTV SPOTOTHERUNLESS OTHERWISE SPECIFIED, COSTS FOR DUPLICATION AND SHIPPING SHOULD BE BILLEDDIRECTLY TO THE CLIENT. EACH CLIENT MAY BE ORDERING ADDITIONAL COLUMBIA TRISTAR,TITLES, HOWEVER, ACCESS WILL BE GRANTED BY THIS OFFICE ON A TITLE BY TITLE BASIS.IF A TRAILER IS INCLUDED ON OUR MASTER, IT SHOULD NOT BE DUPLICATED UNLESS WEHAVE GRANTED ACCESS TO IT ABOVE.CLIENTS SHOULD CONTACT THIS OFFICE IF THEY ENCOUNTER ANY PROBLEMS WITH THEQUALITY OF THE MATERIAL THEY RECEIVE, OR IF THE ORDER CANNOT BE FILLED ACCORDINGTO THE CLIENTS SPECIFICATIONS.PLEASE CONFIRM RECEIPT OF ACCESS APPROVAL.NAME:DATE:TEL: 718 868-5815Thanks,FAX: 718 668-5911Sandra CarolinE-mail Address: sandra_carolin@spe.CC:STEEXHIBIT CContent Protection Requirements And ObligationsThis Exhibit C is attached to and a part of that certain Agreement entered into as of December 1, 2013 (the “Agreement”), between Starz Entertainment, LLC and Sony Pictures Television Inc. All defined terms used but not otherwise defined herein shall have the meanings given them in the Agreement.Content Protection System. All digital content delivered, transferred or transmitted via the Internet or New Media to, output from or stored on a Storage Device must be protected by a content protection system that includes digital rights management, conditional access systems and digital output protection (such system, the “Content Protection System”). The Content Protection System shall (i) be fully compliant with all the compliance and robustness rules associated therewith, and (ii) use only those rights settings, if applicable, that are consistent with and enforce the content usage model described in Schedule U (the “Content Usage Model”) attached hereto and incorporated herein by this reference. Pre-Approved DRM. The following DRM are approved by Licensor for streaming or downloading of digital content delivered in strict accordance with the rights granted to STE in the Agreement and the Content Usage Model: Microsoft Windows Media DRM v 9 or greater, Microsoft Windows Media PlayReady DRM, Sony Marlin Broadband, Adobe Flash Media Rights Management FMRMS.1.5 implementing AIR DRM, Adobe Flash Access 2.0 (a/k/a Adobe Access) (but not Adobe RTMP-E), WideVine Cypher, Verimatrix PRM, Secure Media Encryptonyte, NDS VideoGuard, CMLA Open Mobile Alliance (OMA) DRM version 2 or 2.1, HLS+AES128 (for Standard Definition only), Microsoft Silverlight implementation of Windows Media DRM and PlayReady DRM, and any of the content protection systems approved for UltraViolet services by the Digital Entertainment Content Ecosystem (DECE) (collectively, the “Pre-Approved DRM”), and any future versions thereof, provided such future versions do not (i) materially denigrate or restrict the protections afforded in the current versions thereof; or (ii) alter the Content Usage Model, and only for so long as such DRM continue to implement the content protection requirements set forth in this Exhibit C (to the extent such requirements are implemented at the DRM level). Nothing herein shall be deemed to restrict STE from distributing the STE Services via the Apple iTunes ecosystem employing the Apple Fairplay DRM, provided that such distribution otherwise meets the requirements set forth in this Exhibit C and Schedule U.Upon written request of STE and subject to agreement upon terms as described in the subsequent sentence, STE shall be permitted to use any additional DRM that Licensor may approve in writing at any time during the Term for distribution of programs on an SOD basis (provided that if Licensor approves a DRM for distribution of programs on a VOD basis by another licensee and determines in its discretion that such DRM can also robustly support distribution on an SOD basis in a manner consistent with the Content Usage Rules, Licensor shall approve such DRM for use by STE in accordance with this Exhibit C). Upon written request of STE, Licensor agrees to negotiate in good faith the terms under which such additional DRM may be approved.Without limiting any of STE’s obligations to implement the content protection requirements and obligations set forth in this Exhibit C, Licensor acknowledges that the current versions of the Pre-Approved DRM that have been commercially released by their respective publishers as of the Effective Date handle the implementation of the content protection requirements set forth in the following sections of this Exhibit C: 3.1.2, 3.1.3, 3.2, 3.3, 3.4, 3.7, 3.8, and 3.9, and are permitted for use under the terms of the Agreement. STE and STE’s licensee’s sole responsibility with respect to the aforementioned provisions is to assure that such party employs a form of DRM that affords the protections requested in these provisions (and configures the DRM -- if the applicable DRM allows for different configurations or settings -- in a manner intended to afford such protections). Content Protection System Requirements. With respect to the implementation of Content Protection Systems, the following additional requirements and settings shall also apply to all implementations:Encryption.The Content Protection System shall use cryptographic algorithms for encryption, decryption, signatures, hashing, random number generation, and key generation and the content delivery mechanism shall be nonproprietary, utilize time-tested cryptographic protocols and algorithms, and offer effective security equivalent to or better than AES 128. New keys must be generated each time content is encrypted. A single key shall not be used to encrypt more than one piece of content or more data than is considered cryptographically secure. Keys, passwords, and any other information that are critical to the cryptographic strength of the Content Protection System may never be transmitted or stored in unencrypted form. For the avoidance of doubt, the parties acknowledge that the pairing of a “seed” key and a “private” key for a unique key ID complies with the terms of this provision.Decryption of (i) content protected by the Content Protection System and (ii) CSPs (as defined in Section 3.2.1 below) related to the Content Protection System shall take place in a secure processing environment. The Content Protection System shall encrypt the entirety of the A/V content, including, without limitation, all video sequences, audio tracks, sub pictures, menus, subtitles, and video angles. Each video frame must be completely encrypted.All content shall be transmitted and stored in a secure encrypted form. Content shall never be transmitted to or between devices in unencrypted form.Key Management.The Content Protection System must protect all critical security parameters (“CSPs”). CSPs shall include, without limitation, all keys, passwords, and other information which are required to maintain the security and integrity of the Content Protection System.CSPs shall never be transmitted in the clear, transmitted to unauthenticated recipients, or stored unencrypted in memory.Integrity.The Content Protection System shall maintain the integrity of all protected content. The Content Protection System shall detect any tampering with or modifications to the protected content from its originally encrypted form.With respect to devices that are capable of receiving downloaded content, each installation of the Content Protection System on an end user device shall be individualized and thus uniquely identifiable. For example, if the Content Protection System (i.e., client software) is copied or transferred from one device to another device, it will not work on such other device without being uniquely individualized.Secure Clock. The Content Protection System shall implement a secure clock. The secure clock must be protected against modification or tampering and detect any changes made thereto. If any changes or tampering are detected, the Content Protection System must revoke the licenses associated with all content employing time limited license or viewing periods.Licenses.A valid license, containing the unique cryptographic key/keys, other necessary decryption information, and the set of usage rules, shall be required in order to decrypt and play each piece of content.Each license shall bound to either a (i) specific individual end user device or (ii) domain of registered end user devices. Licenses bound to individual end user devices shall be incapable of being transferred between such devices; except where a digital file is transferred from one device to an intended device where it will be actually exhibited (e.g., a version intended for playback on a portable device may be delivered to a personal computer and thereafter transferred to a portable device if such portable version is not authenticated or viewable until it is moved from the personal computer to the portable device) (“Side Loading”). Licensor agrees to discuss with STE in good faith an expansion of the Content Usage Model to include local copying or movement of content within a domain of registered end user devices, with any such expansion subject to Licensor’s prior written approval. If a license is deleted, removed, or transferred from a registered end user device, it must not be possible to recover or restore such license except from an authorized source.The Content Protection System implementations deployed by STE and its licensees shall not import or protect content from untrusted sources.Protection Against Hacking.Playback licenses, revocation certificates, and security-critical data shall be cryptographically protected against tampering, forging, and spoofing.The Content Protection System shall employ industry accepted tamper-resistant technology on hardware and software components (e.g., technology to prevent such hacks as a clock rollback, spoofing, use of common debugging tools, and intercepting unencrypted content in memory buffers). Examples of techniques included in tamper-resistant technology are:Code and data obfuscation: The executable binary dynamically encrypts and decrypts itself in memory so that the algorithm is not unnecessarily exposed to disassembly or reverse engineering.Integrity detection: Using one-way cryptographic hashes of the executable code segments and/or self-referential integrity dependencies, the trusted software fails to execute and deletes all CSPs if it is altered prior to or during runtime.Anti-debugging: The decryption engine prevents the use of common debugging tools.Red herring code: The security modules use extra software routines that mimic security modules but do not have access to CSPs. The Content Protection System shall implement secure internal data channels to prevent rogue processes from intercepting data transmitted between system processes. The Content Protection System shall prevent the use of media player filters or plug-ins that can be exploited to gain unauthorized access to content (e.g., access the decrypted but still encoded content by inserting a shim between the DRM and the player).Revocation and Renewal.The Content Protection System shall provide a mechanism that revokes, upon written notice from Licensor of its exercise of its right to require such revocation in the event any CSPs are compromised, any and all playback licenses issued to (i) specific individual end user device or (ii) domain of registered end user devices. The Content Protection System shall be renewable and securely updateable in event of a breach of security or improvement to the Content Protection System.The Content Protection System shall be upgradeable, allow for backward compatibility if desired and allow for integration of new rules and business models.Content and License Delivery. With respect to devices that are capable of receiving downloaded content, content and licenses shall only be delivered from a network service to registered devices associated with an account. The remaining terms of this Section 4 shall apply to all devices. For accounts which allow user login the account must be protected with verified credentials. The credentials shall consist of at least a ”user id” and password of sufficient length to prevent brute force attacks or that meets standard industry practice. Access to account credentials shall allow access to active credit card or other financially sensitive information to prevent unwanted sharing of such credentials. Account credentials must be transmitted securely to ensure privacy and protection against attacks. The parties acknowledge and agree that the services delivering of the STE Services via the Internet as of the Effective Date comply with this requirement. The parties also acknowledge and agree that the billing, authentication and subscriber credentialing processes used by licensees of STE Services who are its usual and customary cable, satellite telephone company customers with respect to delivery of the STE Services on cable, satellite or IPTV platforms (to the extent such customers implement on Internet and New Media delivery the same billing, authentication and subscriber credentialing processes used for cable, satellite or telephone company subscribers), as well as those used by any customers of Licensor for its own VOD, SOD, PPV and Sell Through Electronic Video products and services via the Internet or New Media are deemed to comply with the terms of this provision. Outputs.INTENTIONALLY BLANK The Content Protection System shall use commercially reasonable efforts to enable CGMS-A content protection technology on all analog outputs from end user devices; provided that the application of CGMS-A will not negatively affect the functioning of STE or its licensee’s systems, or degrade the image quality of the Licensed Pictures. STE shall pay all royalties and other fees payable in connection with the implementation and/or activation of such content protection technology allocable to content provided pursuant to the Agreement.5.3The 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 by High Bandwidth Digital Copy Protection (“HDCP”) or Digital Transmission Copy Protection (“DTCP”). For the avoidance of doubt, Licensed Pictures in High Definition resolution may only be displayed over HDMI with an HDCP connection enabled. Defined terms used but not otherwise defined in this Section 5.3 shall have the meanings given them in the DTCP or HDCP license agreements, as applicable. 5.3.1 A device that outputs decrypted protected content provided pursuant to the Agreement using DTCP shall:Deliver system renewability messages to the source function;Map the copy control information associated with the program; the copy control information shall be set to “copy never” for EST, SVOD, VOD and PPV content and set to “copy once’ for PAY and FTA content in the corresponding encryption mode indicator and copy control information field of the descriptor (it being acknowledged that STE and STE’s licensees may Side Load a digital file, and that Side Loading is not a violation of this provision);Map the analog protection system (“APS”) bits associated with the program to the APS field of the descriptor;Set the image_constraint_token field of the descriptor as authorized by the corresponding license administrator;Set the eligible non-conditional access delivery field of the descriptor as authorized by the corresponding license administrator;Set the retention state field of the descriptor as authorized by the corresponding license administrator;Deliver system renewability messages from time to time obtained from the corresponding license administrator in a protected manner; and5.3.2 A device that outputs decrypted protected content provided pursuant to the Agreement using HDCP shall:If requested by Licensor, deliver a file associated with the protected content named “HDCP.SRM” and, if present, pass such file to the HDCP source function in the set-top box as a System Renewability Message; andVerify that the HDCP Source Function is fully engaged and able to deliver the protected content in a protected form, which means:HDCP encryption is operational on such output,Processing of the System Renewability Message associated with the protected content, if any, has occurred as defined in the HDCP Specification, andThere is no HDCP Display Device or Repeater on such output whose Key Selection Vector is in such System Renewability Message.Without limiting any of STE’s obligations to implement the content protection requirements and obligations set forth in this provision, Licensor acknowledges that the DTCP and HDCP handle the implementation of the content protection requirements set forth in this provision, and that the use of HDCP and DTCP are permitted for use under the terms of the Agreement.5.3.3 Exception for Standard Definition (only), Uncompressed Digital Outputs on Windows-based PCs, Macs running OS X or higher, iOS and Android devices. HDCP must be enabled on all uncompressed digital outputs (e.g., HDMI, Display Port), unless the consumer’s system cannot support HDCP (e.g., the content would not be viewable on such customer’s system if HDCP were to be applied). In such an event, STE be entitled to output such content using a constrained image. 5.4The Content Protection System shall prohibit recording of protected content onto recordable or removable media.5.5Watermarking Requirements. The Content Protection System or playback device must not remove or interfere with any embedded watermarks in protected content; provided, however, that if such embedded watermarks are altered, modified or degraded resulting from STE’s distribution of protected content in the ordinary course of its operations, such alteration, modification, or degradation shall not be a breach of this provision. Licensor shall use commercially reasonable efforts to ensure that any embedded information will not negatively affect picture or sound quality and will not disrupt or damage equipment or systems used in the ordinary preparation and distribution of content by STE. STE’s delivery systems shall “pass through” any embedded copy control information without alteration, modification or degradation in any manner; provided, however, that nominal alteration, modification or degradation of such copy control information during the ordinary course of STE’s distribution of protected content shall not be a breach of this Section 5.5.Geofiltering.The Content Protection System shall take affirmative, reasonable measures to restrict access to Licensor’s content to within the territory in which the content has been licensed.Licensee shall periodically review the geofiltering tactics and perform upgrades to the Content Protection System to maintain “industry standard” geofiltering capabilities.7.0Network Service Protection Requirements.Other than Licensed Pictures delivered to, and stored by STE in facilities under its control (all of which are delivered by Licensor in an unencrypted format, and securely stored in STE’s facilities in an unencrypted format), all Licensed Pictures must be received and stored at content processing and storage facilities of a distributor in an encrypted or otherwise protected format using an approved protection system, it being understood that such distributor is permitted to decrypt the Licensed Pictures, where applicable, in order to transcode or otherwise process the Licensed Pictures within the distributor’s facilities. For the avoidance of doubt, Licensed Pictures distributed to subscribers must be encrypted in accordance with Section 3.1 of this Schedule C. Documented security policies and procedures shall be in place. Documentation of policy enforcement and compliance shall be continuously maintained.Access to content in unprotected format must be limited to authorized personnel and auditable records of actual access shall be maintained.Physical access to servers must be limited and controlled and must be monitored by a logging system. Auditable records of access, copying, movement, transmission, backups, or modification of content must be securely stored for a period of at least one (1) year.Content servers must be protected from general Internet traffic by “state of the art” protection systems including, without limitation, firewalls, virtual private networks, and intrusion detection systems. All systems must be updated to incorporate the latest security patches and upgrades.All facilities within STE’s control which process and store content must be available for Motion Licensed Picture Association of America and Licensor audits upon the request of Licensor. STE shall use commercially reasonable efforts to make the facilities of its licensees distributing the STE Services available for similar audits.Security details of the network services, servers, policies, and facilities shall be provided to and must be explicitly approved in writing by Licensor. Any changes to the security policies, procedures, or infrastructure must be submitted to Licensor for approval.Content must be returned to Licensor 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.The parties acknowledge and agree that STE’s delivery of the STE Services via the Internet as of the Effective Date comply with this requirement. The parties also acknowledge and agree that the facilities and processes of licensees of STE Services over the Internet or New Media who are its usual and customary cable, satellite telephone company licensees (where such licensees use the same infrastructure that is already in place to deliver STE Services via cable, satellite or IPTV, and not, for the avoidance of doubt, new or different infrastructure for delivery of the STE Services over Internet or New Media), as well as any customers of Licensor for its own VOD, SOD, PPV, Sell Through Electronic Video products and services via the Internet or New Media, are deemed to comply with the terms of this Section 7 (it being understood that STE shall pass through the requirements in this Section 7 in all new agreements with licensees with respect to delivery of the STE Services over the Internet or New Media that are entered into after the Effective Date). 8.0PVR Requirements. STE shall not authorize STE’s licensees delivering the STE services, nor any subscriber or end user of the STE Services to install or implement personal video recorder software or hardware that allows recording, copying, or playback of any protected content except as explicitly specified in the Content Usage Rules. 9.0MFN. If, with respect to delivery of theatrical feature films on an SOD basis over the Internet or New Media in the Territory, Licensor agrees with another licensee to content protection requirements and obligations more favorable to such licensee than those set forth in this Exhibit C, or permits its own SOD service to have content protection requirements and obligations more favorable than those set forth in this Exhibit C, Licensor shall promptly notify STE, and STE shall have the benefit of such same terms and conditions subject to STE’s agreement to comply with all terms and conditions agreed to by such other licensee. 10.0High Definition; Standard Definition. For purposes of this Exhibit C, “High Definition” shall mean any video resolution between 720p and 1080p (but in no event may the STE Services distribute programming in a resolution greater than 1080p except as set forth in and subject to section 11 below), and “Standard Definition” shall mean any resolution lower than 720p.11.0Ultra HD; 4K, etc. Notwithstanding anything contained herein to the contrary, the exhibition of any Licensed Picture under the Agreement in any video resolution higher than 1080p, including without limitation, “Ultra HD” and “4K” shall be subject to all additional content protection requirements and obligations that may be hereinafter specified by Licensor.SCHEDULE UContent Usage ModelSTE Services delivered over the Internet and New Media (regardless of whether the STE Services are delivered by STE or its licensees) shall be delivered in strict accordance with the following Content Usage Model. An STE SOD Service may implement either the streaming model specified in Section 3 or the download model specified in Section 4.Playback Clients. “Playback Clients” are devices or applications that can play or render Licensed Pictures received from the STE Services. The following requirements in Sections 1.1 through 1.4 shall only apply to devices that are capable of receiving downloaded content.Each Playback Client must be uniquely identifiable.Each Playback Client must be registered with a Starz account (or the account for the service of the STE licensee delivering the STE Services) (each an “Account”) prior to receiving content or playback licenses.Each Playback Client must be registered with an Account in good standing in order to play included content.Each Playback Client may only be associated or registered with a single STE or STE licensee Account at a time.Accounts. Users must have an active Account prior to viewing Programs on the STE Services or the services of the STE licensees delivering the STE Services.All Accounts must be protected via unique account credentials consisting of at least a user id and password.An authenticated session must timeout after twenty-four (24) hours. The foregoing requirement shall not impact STE or its licensee’s ability to implement a mechanism that allows the service to remember login information or otherwise locally store a subscriber’s account credentials (i.e., by storing a cookie on the subscriber’s personal computer), which is distinct from session authentication.Use of Account credentials must enable users to change password.Each Account can have a maximum of six (6) registered Playback Clients.Playback licenses may be issued in accordance with the two usage models defined below: Section 3 (Playback Licenses – Streaming Model) or Section 4 (Playback Licenses – Download Model). Under no circumstances shall the total number of playback licenses for streaming and downloaded content, combined, exceed six (6) per Licensed Picture.Playback Licenses – Streaming Model.Only a single playback license shall be issued per content viewing.Each playback license shall be delivered and restricted to only authorized Playback Clients.Playback licenses shall not be transferable or copyable between Playback Clients.Licensed Pictures are not playable without a playback license. INTENTIONALLY BLANKOnly STE and STE-licensed service providers can provide playback licenses for Licensed Pictures.Playback licenses shall expire period within the earlier of:the end of the License Period for the Licensed Picture authorized by such playback license;the end of the subscriber’s paid subscription period; andthirty (30) days after the playback license was issued. Playback licenses are only delivered to subscribers with Accounts in good standing.INTENTIONALLY BLANKOnly four (4) playback licenses may be active at one time associated with a single Account. A playback license is considered active once it is issued, and may remain active until it expires in accordance with Section 3.7 above. All streams received by a subscriber of the STE Service at any given time are limited to no more than four (4) external IP addresses Prior to issuing a playback license, a Playback Client must be authenticated with its associated Starz Account (or the Account of the STE-licensed service) using the Starz Account credentials (or credentials of the STE-licensed service). For the avoidance of doubt, nothing contained herein shall limit a consumer’s ability to auto-login if such consumer has requested or otherwise consented to having such a feature active on his or her account. Playback Licenses – Download Model.Each playback license shall be delivered and restricted to a maximum of the up to six (6) registered Playback Clients per Account. Playback licenses shall not be transferable or copyable between Playback Clients; except that STE and its licensees shall be permitted to Side Load digital files embodying Licensed Pictures, and playback licenses.Licensed Pictures are not playable without a playback license.Licensed Pictures are not playable on a non-registered Playback Client.Only STE and STE-licensed service providers can provide playback licenses for Licensed Pictures. STE and STE-licensed service providers will not issue a playback license for a feature-length film (including any Licensed Pictures) if doing so would result in that Account having at that time playback licenses authorizing playback of feature-length films on more than the six (6) registered Playback Clients specified in Section 4.1.Playback licenses may only be cached or stored on a single registered Playback Client per Account.Playback licenses are only delivered to subscribers with Accounts in good standing.Playback licenses shall expire period within the earlier of:the end of the License Period for the Licensed Picture authorized by such playback license; the end of the subscriber’s paid subscription period; andthirty (30) days after the playback license was issued.Each Playback Client may only have a single playback license per Licensed Picture at a time. For purposes of clarification, STE may implement a license ‘stacking’ mechanism so long as no more than one single playback license per Licensed Picture is authorized at a time on a Playback Client and so long as such license delivery mechanism doesn’t violate Section 4.8 of this Schedule U.Prior to issuing a playback license, a Playback Client must be authenticated with its associated Starz Account (or the Account of the STE-licensed service) using the Starz Account credentials (or credentials of the STE-licensed service). For the avoidance of doubt, nothing contained herein shall limit a consumer’s ability to auto-login if such consumer has requested or otherwise consented to having such a feature active on his or her account. A Playback Client may be de-registered from an Account only if the following conditions are met:the device is connected to the STE service or STE-licensed service (as applicable) that originally registered the device;the subscriber has successfully authenticated with their Account credentials; andthe Playback Client has not been removed.Upon removal of a Playback Client, all Licensed Pictures thereon are immediately disabled.Fraud Detection.STE and its licensees shall use commercially reasonable efforts to ensure playback licenses for a single account are only delivered to a single household.STE and its licensees shall use appropriate anti-fraud heuristics to prevent unauthorized access of Accounts.MFN.If, with respect to delivery of theatrical feature films on an SOD basis over the Internet or New Media in the Territory, Licensor agrees with another licensee to SOD usage model terms more favorable to such licensee than those set forth in this Schedule U or permits its own SOD service to have SOD usage model terms more favorable than those set forth in this Schedule U, Licensor shall promptly notify STE, and STE shall have the benefit of such same terms and conditions subject to STE’s agreement to comply with all terms and conditions agreed to by such licensee. ................
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