Need 2013 Cert - WikiLeaks › sony › docs › 03_03 › RISKMGMT... · Subject: RE: Bad Teacher...

lallen

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Need 2013 Cert

INSR ADDL SUBRLTR INSR WVD

DATE (MM/DD/YYYY)

PRODUCER CONTACTNAME:

FAXPHONE(A/C, No):(A/C, No, Ext):

E-MAILADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBERPOLICY EFF POLICY EXP

TYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY)

GENERAL LIABILITY

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB

WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)

AUTHORIZED REPRESENTATIVE

INSURER(S) AFFORDING COVERAGE NAIC #

Y / N

N / A(Mandatory in NH)

ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?

EACH OCCURRENCE $

DAMAGE TO RENTEDCOMMERCIAL GENERAL LIABILITY $PREMISES (Ea occurrence)

CLAIMS-MADE OCCUR MED EXP (Any one person) $

PERSONAL & ADV INJURY $

GENERAL AGGREGATE $

GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $

$PRO-POLICY LOCJECT

COMBINED SINGLE LIMIT$(Ea accident)

BODILY INJURY (Per person) $ANY AUTOALL OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS AUTOS

HIRED AUTOSNON-OWNED PROPERTY DAMAGE $AUTOS (Per accident)

$

OCCUR EACH OCCURRENCE $

CLAIMS-MADE AGGREGATE $

DED RETENTION $ $WC STATU- OTH-TORY LIMITS ER

E.L. EACH ACCIDENT $

E.L. DISEASE - EA EMPLOYEE $If yes, describe under

E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject tothe terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to thecertificate holder in lieu of such endorsement(s).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE HOLDER CANCELLATION

© 1988-2010 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORDACORD 25 (2010/05)

ACORDTM CERTIFICATE OF LIABILITY INSURANCE 3/03/2014

Hub InternationalHUB Int'l Insurance Serv. Inc.6701 Center Dr West #1500Los Angeles, CA 90045

Randy Tyrrel805-879-9530

[email protected]

Ease Entertainment Services, LLC8383 Wilshire Blvd., Ste 100Beverly Hills, CA 90211

Firemans Fund Insurance CompaniNavigators Specialty Insurance

2187336056

AX

X

GL201400002393 01/19/2014 01/19/2015 1,000,000100,0005,0001,000,0002,000,0001,000,000

B ProfessionalLiability

SF1MPL564431IC 01/31/2014 01/31/2015 $5,000,000 Limit$10,000 Retention

EVIDENCE ONLY

Professional Liability coverage includes Technology E&O, Network Security and Data Privacy coverage

EVIDENCE ONLY

1 of 1#S2725509/M2725490

EASEENTE1Client#: 774077

RT441 of 1

#S2725509/M2725490

1

Allen, Louise

From: Allen, LouiseSent: Tuesday, March 18, 2014 6:15 PMTo: 'Darren Willner'Cc: Kiefer, Sarah; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Herrera, TerriSubject: RE: Bad Teacher - Scenechronize - Execution CopyAttachments: Ease Entertainment.pdf; Ease Cert 2014.pdf

Hi Darren! Here is the fully executed agreement. We still require a certificate for 2013 as that is when services were rendered. It would be the same as the attached cert except if would show the policy details from last year. Would you please request.

Thanks, Louise Allen Risk Management T: (519) 273‐3678

From: Darren Willner [mailto:[email protected]] Sent: Monday, March 10, 2014 6:15 PM To: Allen, Louise Subject: Re: Bad Teacher - Scenechronize - Execution Copy Hi Louise, Please find the signed contract attached to this email. Can you please provide me with a countersigned version when completed? Thanks! Darren Willner | Sr. Sales Support Manager Ease Scenechronize p: (818) 255-6607 http://www.scenechronize.com http://www.easeentertainment.com

1

Allen, Louise

From: Kiefer, SarahSent: Tuesday, March 18, 2014 6:02 PMTo: Allen, Louise; Zechowy, Linda; Herrera, Terri; Barnes, Britianey; Luehrs, DawnSubject: RE: Bad Teacher - Scenechronize - Execution Copy

I’d love for you to do it, thanks, Louise! You’re the best!

From: Allen, Louise Sent: Tuesday, March 18, 2014 3:01 PM To: Kiefer, Sarah; Zechowy, Linda; Herrera, Terri; Barnes, Britianey; Luehrs, Dawn Subject: RE: Bad Teacher - Scenechronize - Execution Copy Thanks Sarah! Are you going to send to Ease or do you want me to send as I have to ask for a cert again anyway.


From: Kiefer, Sarah Sent: Monday, March 17, 2014 6:38 PM To: Allen, Louise; Zechowy, Linda; Herrera, Terri; Barnes, Britianey; Luehrs, Dawn Subject: FW: Bad Teacher - Scenechronize - Execution Copy Here you go.

From: Lanier, Tiffany Sent: Monday, March 17, 2014 2:14 PM To: Kiefer, Sarah Cc: Spector, Jon Subject: FW: Bad Teacher - Scenechronize - Execution Copy Here's the one! Page 6. Thanks! ‐‐ Tiffany Lanier Production| Sony Pictures Television DIRECT: 310.244.9332| FAX: 310.244.9316| [email protected]

From: <Kiefer>, Sarah <[email protected]> Date: Monday, March 17, 2014 1:19 PM To: ITPS <[email protected]> Cc: "Spector, Jon" <[email protected]> Subject: FW: Bad Teacher ‐ Scenechronize ‐ Execution Copy

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Jon did not sign the attached.

From: Lanier, Tiffany Sent: Monday, March 17, 2014 12:36 PM To: Kiefer, Sarah Cc: Spector, Jon Subject: FW: Bad Teacher - Scenechronize - Execution Copy Hi Sarah, Please find attached the Executed Agreement. Thanks! ‐‐ Tiffany Lanier Production| Sony Pictures Television DIRECT: 310.244.9332| FAX: 310.244.9316| [email protected]

From: <Spector>, Jon <[email protected]> Date: Friday, March 14, 2014 9:21 AM To: ITPS <[email protected]> Subject: FW: Bad Teacher ‐ Scenechronize ‐ Execution Copy Please print out and I'll sign. Thx.

From: <Kiefer>, Sarah Kiefer <[email protected]> Date: Tuesday, March 11, 2014 11:29 AM To: "Spector, Jon" <[email protected]> Subject: FW: Bad Teacher ‐ Scenechronize ‐ Execution Copy Hi Jon, Please sign and scan and send back to me. Thanks. Best regards, Sarah

From: Allen, Louise Sent: Tuesday, March 11, 2014 11:21 AM To: Darren Willner; Kiefer, Sarah Cc: Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Herrera, Terri Subject: RE: Bad Teacher - Scenechronize - Execution Copy Darren … I noticed an error in the insurance limits of the document you signed. It indicated Tech E&O limits of $15M/$35M rather than $5M/$5M. It was never our intent to require those higher limits so I switched out the last page of the partially executed copy with the page with corrected limits (attached). Sarah … please arrange signature by production.

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Allen, Louise

From: Allen, LouiseSent: Monday, March 17, 2014 4:15 PMTo: Kiefer, Sarah; Zechowy, Linda; Barnes, Britianey; Herrera, Terri; Luehrs, DawnSubject: RE: Bad Teacher - Scenechronize - Execution Copy

Do we have a copy signed by production?


From: Kiefer, Sarah Sent: Monday, March 17, 2014 4:03 PM To: Allen, Louise; Zechowy, Linda; Barnes, Britianey; Herrera, Terri; Luehrs, Dawn Subject: FW: Bad Teacher - Scenechronize - Execution Copy For your files.

From: Lanier, Tiffany Sent: Monday, March 17, 2014 12:36 PM To: Kiefer, Sarah Cc: Spector, Jon Subject: FW: Bad Teacher - Scenechronize - Execution Copy Hi Sarah, Please find attached the Executed Agreement. Thanks! ‐‐ Tiffany Lanier Production| Sony Pictures Television DIRECT: 310.244.9332| FAX: 310.244.9316| [email protected]

From: <Spector>, Jon <[email protected]> Date: Friday, March 14, 2014 9:21 AM To: ITPS <[email protected]> Subject: FW: Bad Teacher ‐ Scenechronize ‐ Execution Copy Please print out and I'll sign. Thx.

From: <Kiefer>, Sarah Kiefer <[email protected]> Date: Tuesday, March 11, 2014 11:29 AM

2

To: "Spector, Jon" <[email protected]> Subject: FW: Bad Teacher ‐ Scenechronize ‐ Execution Copy

Hi Jon, Please sign and scan and send back to me. Thanks. Best regards, Sarah

From: Allen, Louise Sent: Tuesday, March 11, 2014 11:21 AM To: Darren Willner; Kiefer, Sarah Cc: Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Herrera, Terri Subject: RE: Bad Teacher - Scenechronize - Execution Copy Darren … I noticed an error in the insurance limits of the document you signed. It indicated Tech E&O limits of $15M/$35M rather than $5M/$5M. It was never our intent to require those higher limits so I switched out the last page of the partially executed copy with the page with corrected limits (attached). Sarah … please arrange signature by production. We still require a certificate of insurance evidencing the policies that were in effect last year. We have the cert with the current policy info. Thanks, Louise Allen Risk Management T: (519) 273‐3678

From: Darren Willner [mailto:[email protected]] Sent: Monday, March 10, 2014 6:15 PM To: Allen, Louise Subject: Re: Bad Teacher - Scenechronize - Execution Copy Hi Louise, Please find the signed contract attached to this email. Can you please provide me with a countersigned version when completed? Thanks! Darren Willner | Sr. Sales Support Manager Ease Scenechronize p: (818) 255-6607 http://www.scenechronize.com http://www.easeentertainment.com

1 Ease Confidential Information

25618/00100/SF/5192018.1

EASE ENTERTAINMENT SERVICES

SUBSCRIPTION SERVICES AGREEMENT

This Subscription Services Agreement (“Agreement”) is entered into on August 6, 2013 (“Effective Date”) by and between Ease Entertainment Services, LLC (“Ease”), a CA limited liability corporation with a principal place of business at 8383 Wilshire Blvd., Suite 100, Beverly Hills, CA 90211 and Remote Broadcasting, Inc. (“you”) with a principal place of business at 4024 Radford Avenue, Building 1, 2nd Floor, Studio City, CA 91604 in connection with the episodic project currently titled “Bad Teacher” (“Project”). 1. DEFINITIONS 1.1 “Authorized User” means you, your employees and contractors that have (i) been assigned a unique username-password combination to access and use the Subscription Services, and (ii) registered online to access and use the Subscription Services. 1.2 “Customer Data” means data, information, and content that is input into and/or stored in the Subscription Services by Authorized Users. 1.3 “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world. 1.4 “Episode” means the loading of a new script, using the Subscription Services, which results in a new breakdown, schedule and set of characters, and which has a unique designation separate from preceding scripts. 1.5 “Subscription Services” means the hosted applications, functionality, and services made available to you by Ease and generally referred to as “Scenechronize.” 1.6 “Subscription Services Fees” means those fees due in connection with the provision and use of the Subscription Services as set forth in Appendix A attached hereto. 1.7 “Ancillary Services” means the implementation services set forth in Appendix A attached hereto. 2. IMPLEMENTATION 2.1 Account Teams. Ease will assign an account manager and you will assign a project champion to act as each party’s respective account representatives during the term of this Agreement (hereinafter “Term” as defined in Section 8.1 below.). Each party may change its initial account representative from time to time upon written notification to the other party. 2.2 Implementation, Training, and Support Services. Subject to your cooperation and assistance, Ease will use reasonable efforts to help you implement the Subscription Services and provide the Ancillary Services as specified in the attached Appendix A. 3. SUBSCRIPTION SERVICES 3.1 Subscription Services. Subject to your compliance with the terms and conditions of this Agreement, after successful implementation of the Subscription Services pursuant to Section 2 and continuing throughout the remainder of the Term, Ease will use reasonable efforts to provide the Subscription Services to you for access by Authorized Users. You may access and use the Subscription Services solely for your internal business purposes in connection with the Project, and such access and use shall be expressly limited to Authorized Users.

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3.2 Restrictions. You will not attempt to interfere with or disrupt the Subscription Services or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Subscription Services). You will not allow access to or use of the Subscription Services by anyone other than Authorized Users, or for any purposes other than in connection with the Project. You will not: (a) copy, modify or distribute any portion of the Subscription Services; (b) rent, lease, or provide access to the Subscription Services on a time-share or service bureau or any manner of shared basis with non-Authorized Users; (c) appropriate any part of the Subscription Services, inclusive of, but not limited to, actions that modify, disassemble, decompile, reverse engineer, copy, reproduce or create derivative works from or in respect of the Subscription Services or any part thereof; or (d) transfer any of your rights hereunder. 3.3 Acceptable Use Policies. You acknowledge and agree that Ease does not monitor or police communications, content, or data uploaded to the Subscription Services or transmitted through the Subscription Services, and that Ease will not be responsible for any such communications, data or content. You will use the Subscription Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others. You will not use the Subscription Services to transmit any bulk unsolicited commercial communications. You will keep confidential and not disclose to any third parties any user identifications, account numbers and account profiles. You will ensure that all Authorized User(s) will comply with this paragraph. You will indemnify Ease for any alleged or actual breach of this paragraph during and after the Term. 3.4 Data Maintenance and Backup Procedures. In the event of any loss or corruption of Customer Data, Ease will use reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by Ease. Ease will not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Data. EASE’S EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER DATA PURSUANT TO THIS SECTION 3.4 WILL CONSTITUTE EASE’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER DATA, except if due to the gross negligence or willful misconduct of Ease. 4. YOUR OBLIGATIONS 4.1 Cooperation and Assistance. As a condition to Ease’s obligations hereunder, you will at all times: (a) provide Ease with good faith cooperation and access to such information, facilities, and equipment as may be reasonably required by Ease in order to provide the Subscription Services, including, but not limited to, providing Customer Data, security access, information, and software interfaces to your business applications; (b) provide access to your personnel, including the account representative described in Section 2.1 and other personnel, as may be reasonably requested by Ease from time to time; and (c) permit Ease’s designated account manager and project manager to access your account and Customer Data solely for purposes of supporting your use of the Subscription Services. 4.2 Disclosure of Use. You hereby authorize Ease to disclose to the public its providing of the Subscription Services to you, and, upon release or first airing of the Project, as applicable, that the Subscription Services were used in connection with the Project; provided however that any press release shall be subject to your prior written consent, such consent not to be unreasonably conditioned, withheld or delayed. 4.3 Enforcement. You will ensure that all Authorized Users comply with the terms and conditions of this Agreement, including, without limitation, with your obligations set forth in Sections 3.2 and 3.3. You will promptly notify Ease of any suspected or alleged violation of the terms and conditions of this Agreement and will cooperate with Ease with respect to: (a) investigation by Ease of any suspected or alleged violation of this Agreement and (b) any action by Ease to enforce the terms and conditions of this Agreement. Ease may suspend or terminate any Authorized User’s access to the Subscription Services upon notice to you in the event that Ease reasonably determines that such Authorized User has violated the terms and conditions of this Agreement. You will be liable for any violation of the terms and conditions of this Agreement by any Authorized User. 4.4 Telecommunications and Internet Services. You acknowledge and agree that your and Authorized Users’ use of the Subscription Services is dependent upon access to telecommunications and Internet services. You will be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to


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access and use the Subscription Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Ease will not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services. 5. OWNERSHIP. As between Ease and you, the Subscription Services, and all Intellectual Property Rights therein or relating thereto, are and will remain the exclusive property of Ease or its licensors. 6. CONFIDENTIALITY 6.1 Definition. By virtue of this Agreement, the parties may have access to each other’s Confidential Information. “Confidential Information,” as used in this Agreement, means any written, machine-reproducible and/or visual materials that are clearly labeled as proprietary, confidential, or with words of similar meaning, and all information that is orally or visually disclosed, if not so marked, if it is identified as proprietary or confidential at the time of its disclosure or in a writing provided within thirty (30) days after disclosure, and any information of any nature described in this Agreement as confidential. Ease Confidential Information includes, without limitation, the Subscription Services and any software whether in source or executable code, documentation, nonpublic financial information, pricing, business plans, techniques, methods, processes, and the results of any performance tests of the Subscription Services. Customer Data is your Confidential Information. The terms and conditions of this Agreement will be deemed the Confidential Information of both parties and neither party will disclose such information except to such party’s advisors, accountants, attorneys, investors (and prospective investors), and prospective acquirers as have a reasonable need to know such information, provided that any such third parties will, before they may access such information, either (a) execute a binding agreement to keep such information confidential or (b) be subject to a legal obligation to maintain the confidentiality of such information. 6.2 Exclusions. Confidential Information will not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence. 6.3 Use and Nondisclosure. During the Term and for a period of five (5) years after expiration or termination of this Agreement, neither party will make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising its rights and performing its obligations under this Agreement. Each party will take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement, but in no event will either party use less effort to protect the Confidential Information of the other party than it uses to protect its own Confidential Information of like importance. Each party will ensure that any agents or subcontractors that are permitted to access any of the other’s Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing party must provide the non-disclosing party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information. 7. NO WARRANTY You assume sole responsibility and liability for results obtained from the use of the Subscription Services and for conclusions drawn from such use, except if due to the gross negligence or willful misconduct of Ease. THE SUBSCRIPTION SERVICES AND ANCILLARY SERVICES ARE PROVIDED BY EASE “AS IS.” EASE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SUBSCRIPTION SERVICES OR THE ANCILLARY SERVICES. WITHOUT LIMITING THE FOREGOING, EASE DISCLAIMS ANY WARRANTY THAT THE SUBSCRIPTION SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. EASE FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SUBSCRIPTION SERVICES AND ANCILLARY SERVICES AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED,


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FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EASE FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM EASE OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. 8. TERM AND TERMINATION 8.1 Term. This Agreement will commence on the Effective Date and will continue until the earlier of (i) the conclusion of principal photography on the Project or (ii) one (1) year after the Effective Date, unless terminated earlier as provided in this Agreement (the “Term”). 8.2 Termination for Cause. Ease may terminate this Agreement immediately upon notice in the event that you or any Authorized User breaches this Agreement. 8.3 Termination for Convenience. You may terminate this Agreement at any time upon at least ten (10) days prior written notice to Ease. Ease may terminate this Agreement at any time upon at least ninety (90) days prior written notice to you. 8.4 Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of this Agreement, you and Authorized Users’ rights to access and use the Subscription Services will immediately terminate, you and Authorized Users will immediately cease all use of the Subscription Services, each party will return and make no further use of any Confidential Information, materials, or other items (and all copies thereof) belonging to the other party, and Ease may destroy or otherwise dispose of any Customer Data in its possession. 8.5 Survival. Sections 1 (Definitions), 3.2 (Restrictions), 3.3 (Acceptable Use Policies), 3.4 (Data Maintenance and Backup Procedures), 4.2 (Disclosure of Use), 4.3 (Enforcement), 4.4 (Telecommunications and Internet Services), 5 (Ownership), 6 (Confidentiality), 7 (No Warranty), 8.4 (Rights and Obligations Upon Expiration or Termination), 8.5 (Survival), 9 (Limitation of Liability), and 10 (General) will survive any expiration or termination of this Agreement. 9. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR OTHERWISE, AND EXCEPT FOR VIOLATION OR INTERFERENCE BY YOU OR BY AUTHORIZED USERS OF EASE’S INTELLECTUAL PROPERTY RIGHTS IN AND RELATING TO THE SUBSCRIPTION SERVICES, AND FOR BODILY INJURY CAUSED BY EITHER PARTY, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (II) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; (III) INTERRUPTION OF USE OR BUSINESS, OR LOSS OR CORRUPTION OF DATA; OR (IV) EXCEPT IF DUE TO THE GROSS NELIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFYING PARTY, OTHER ECONOMIC LOSS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU OR EASE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND EXCEPT IF DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF EASE, EASE WILL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE SUBSCRIPTION SERVICES OR THE ANCILLARY SERVICES OR ARISING OUT OF OR IN CONNECTION WITH YOUR OR ANY AUTHORIZED USER’S USE OF THE SUBSCRIPTION SERVICES, INCLUDING WITHOUT LIMITATION ANY COST OVERRUNS, PRODUCTION DELAYS, OR OTHER ISSUES ARISING WITH RESPECT TO THE PROJECT AS A RESULT OF THE SUBSCRIPTION SERVICES OR ANCILLARY SERVICES. 10. GENERAL


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10.1 Governing Law. This Agreement and all matters arising out of or relating to this Agreement will be governed by the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding relating to this Agreement will be brought exclusively in the state or federal courts located in the Northern District of California. The parties hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding. 10.2 Waiver. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. 10.3 Notices. Any notice or report required or permitted by this Agreement, except as otherwise set forth in this Agreement, will be in writing and will be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service, e-mail, or confirmed facsimile, or forty-eight (48) hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or facsimile number. 10.4 Severability. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. 10.5 Force Majeure. Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, failure of the Internet, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, labor disputes, earthquakes and material shortages. 10.6 Compliance with Laws. Each party agrees to comply with all applicable laws and regulations with respect to its activities hereunder, including, but not limited to, any export laws and regulations of the United States. 10.7 Relationship Between the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent. 10.8 Assignment/Successors. Neither party may assign or transfer this Agreement, in whole or in part, without the other party’s written consent except in the event of a Change of Control (as defined below). Any attempted assignment or transfer in violation of this Section will be null and void. “Change of Control” means, with respect to a party: (a) the direct or indirect acquisition of either (i) the majority of voting stock of such party or (ii) all or substantially all of the assets of such party, by another entity in a single transaction or a series of transactions; or (b) the merger of such party with another entity. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties. 10.9 Entire Agreement. This Agreement constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party. 10.10 Non-Exclusive Remedies. Except as set forth in Sections 3.4, the exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. 10.11 Equitable Relief. Each party acknowledges that a breach by the other party of any confidentiality or proprietary rights provision of this Agreement may cause the non-breaching party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching party may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy will be cumulative and not exclusive, and a party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief


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Appendix A. Statement of Work, Fees & Payment of Fees

1. Subscription Services Fees.

a. Fees. You agree to pay Ease fees, in the amount of one thousand nine hundred eighty United States dollars ($1,980 USD) for access to and use of the Subscription Services, as detailed in Section 1(c) below.

b. Payment Schedule for Subscription Services Fees. You agree that Ease will invoice you in one installment

of one thousand nine hundred eighty United States dollars ($1,980 USD). This installment shall be invoiced upon execution of this Agreement. Payment of the fees shall be made to Ease no later than thirty (30) days from the date of invoice.

c. Subscription Services Licenses. You are licensing the following products from Ease for 12 episodes of

the episodic television Project currently titled “Bad Teacher”:

i. Scenechronize Production Sides - $0/episode ii. Scenechronize Production Distribution - $115/episode

iii. Scenechronize Production Mobile x 1 - $50/episode

2. Ancillary Services. Ease will make available a Los Angeles-based support person to provide phone and email support to Authorized Users in connection with use of the Subscription Services under the Agreement, at no additional charge to you. 3. Insurance. Prior to rendering Services hereunder, Ease shall provide a certificate of insurance to you evidencing the following insurance coverage:

A) Commercial General Liability - $1,000,000 per occurrence $2,000,000 aggregate

B) Technology Errors & Omissions - $5,000,000 per occurrence $5,000,000 aggregate

C) Network Security Liability - $5,000,000 per occurrence $5,000,000 aggregate

D) Data Privacy Liability - $5,000,000 per occurrence $5,000,000 aggregate

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From: Allen, LouiseSent: Wednesday, March 05, 2014 3:36 PMTo: 'Darren Willner'Cc: Kiefer, Sarah; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Herrera, TerriSubject: RE: Bad Teacher - Scenechronize - Execution CopyAttachments: Ease Entertainment - Bad Teacher_RM_ - EASE redline comments 1-30-2014

_Execution_.pdf; Ease Entertainment - Bad Teacher(RM) - EASE redline comments 1-30-2014.doc

Darren … attached is a clean execution copy of this agreement. I took the January 30 agreement that you marked up (attached), accepted the changes, and removed the comments and yellow highlighting. The only additional changes I made were to insert our company name on the signatory line and re‐insert the insurance requirements in Appendix A since you maintain the insurance we requested. Please sign and email a copy for signature by production. If you have any questions, feel free to contact me or Sarah.


From: Darren Willner [mailto:[email protected]] Sent: Monday, March 03, 2014 8:37 PM To: Allen, Louise Subject: Re: Bad Teacher - Scenechronize Hi Louise, Please find the Ease Entertainment insurance cert attached to this email. I am sorry it took so long to get this to you. Please let me know if you have any additional questions. Sincerely, Darren Willner | Sr. Sales Support Manager Ease Scenechronize p: (818) 255-6607 http://www.scenechronize.com http://www.easeentertainment.com

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This Subscription Services Agreement (“Agreement”) is entered into on August 6, 2013 (“Effective Date”) by and between Ease Entertainment Services, LLC (“Ease”), a CA limited liability corporation with a principal place of business at 8383 Wilshire Blvd., Suite 100, Beverly Hills, CA 90211 and Remote Broadcasting, Inc. (“you”) with a principal place of business at 4024 Radford Avenue, Building 1, 2nd Floor, Studio City, CA 91604 in connection with the episodic project currently titled “Bad Teacher” (“Project”). 1. DEFINITIONS 1.1 “Authorized User” means you, your employees and contractors that have (i) been assigned a unique username-password combination to access and use the Subscription Services, and (ii) registered online to access and use the Subscription Services. 1.2 “Customer Data” means data, information, and content that is input into and/or stored in the Subscription Services by Authorized Users. 1.3 “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world. 1.4 “Episode” means the loading of a new script, using the Subscription Services, which results in a new breakdown, schedule and set of characters, and which has a unique designation separate from preceding scripts. 1.5 “Subscription Services” means the hosted applications, functionality, and services made available to you by Ease and generally referred to as “Scenechronize.” 1.6 “Subscription Services Fees” means those fees due in connection with the provision and use of the Subscription Services as set forth in Appendix A attached hereto. 1.7 “Ancillary Services” means the implementation services set forth in Appendix A attached hereto. 2. IMPLEMENTATION 2.1 Account Teams. Ease will assign an account manager and you will assign a project champion to act as each party’s respective account representatives during the term of this Agreement (hereinafter “Term” as defined in Section 8.1 below.). Each party may change its initial account representative from time to time upon written notification to the other party. 2.2 Implementation, Training, and Support Services. Subject to your cooperation and assistance, Ease will use reasonable efforts to help you implement the Subscription Services and provide the Ancillary Services as specified in the attached Appendix A. 3. SUBSCRIPTION SERVICES 3.1 Subscription Services. Subject to your compliance with the terms and conditions of this Agreement, after successful implementation of the Subscription Services pursuant to Section 2 and continuing throughout the remainder of the Term, Ease will use reasonable efforts to provide the Subscription Services to you for access by Authorized Users. You may access and use the Subscription Services solely for your internal business purposes in connection with the Project, and such access and use shall be expressly limited to Authorized Users.


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3.2 Restrictions. You will not attempt to interfere with or disrupt the Subscription Services or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Subscription Services). You will not allow access to or use of the Subscription Services by anyone other than Authorized Users, or for any purposes other than in connection with the Project. You will not: (a) copy, modify or distribute any portion of the Subscription Services; (b) rent, lease, or provide access to the Subscription Services on a time-share or service bureau or any manner of shared basis with non-Authorized Users; (c) appropriate any part of the Subscription Services, inclusive of, but not limited to, actions that modify, disassemble, decompile, reverse engineer, copy, reproduce or create derivative works from or in respect of the Subscription Services or any part thereof; or (d) transfer any of your rights hereunder. 3.3 Acceptable Use Policies. You acknowledge and agree that Ease does not monitor or police communications, content, or data uploaded to the Subscription Services or transmitted through the Subscription Services, and that Ease will not be responsible for any such communications, data or content. You will use the Subscription Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others. You will not use the Subscription Services to transmit any bulk unsolicited commercial communications. You will keep confidential and not disclose to any third parties any user identifications, account numbers and account profiles. You will ensure that all Authorized User(s) will comply with this paragraph. You will indemnify Ease for any alleged or actual breach of this paragraph during and after the Term. 3.4 Data Maintenance and Backup Procedures. In the event of any loss or corruption of Customer Data, Ease will use reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by Ease. Ease will not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Data. EASE’S EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER DATA PURSUANT TO THIS SECTION 3.4 WILL CONSTITUTE EASE’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER DATA, except if due to the gross negligence or willful misconduct of Ease. 4. YOUR OBLIGATIONS 4.1 Cooperation and Assistance. As a condition to Ease’s obligations hereunder, you will at all times: (a) provide Ease with good faith cooperation and access to such information, facilities, and equipment as may be reasonably required by Ease in order to provide the Subscription Services, including, but not limited to, providing Customer Data, security access, information, and software interfaces to your business applications; (b) provide access to your personnel, including the account representative described in Section 2.1 and other personnel, as may be reasonably requested by Ease from time to time; and (c) permit Ease’s designated account manager and project manager to access your account and Customer Data solely for purposes of supporting your use of the Subscription Services. 4.2 Disclosure of Use. You hereby authorize Ease to disclose to the public its providing of the Subscription Services to you, and, upon release or first airing of the Project, as applicable, that the Subscription Services were used in connection with the Project; provided however that any press release shall be subject to your prior written consent, such consent not to be unreasonably conditioned, withheld or delayed. 4.3 Enforcement. You will ensure that all Authorized Users comply with the terms and conditions of this Agreement, including, without limitation, with your obligations set forth in Sections 3.2 and 3.3. You will promptly notify Ease of any suspected or alleged violation of the terms and conditions of this Agreement and will cooperate with Ease with respect to: (a) investigation by Ease of any suspected or alleged violation of this Agreement and (b) any action by Ease to enforce the terms and conditions of this Agreement. Ease may suspend or terminate any Authorized User’s access to the Subscription Services upon notice to you in the event that Ease reasonably determines that such Authorized User has violated the terms and conditions of this Agreement. You will be liable for any violation of the terms and conditions of this Agreement by any Authorized User. 4.4 Telecommunications and Internet Services. You acknowledge and agree that your and Authorized Users’ use of the Subscription Services is dependent upon access to telecommunications and Internet services. You will be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to


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access and use the Subscription Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Ease will not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services. 5. OWNERSHIP. As between Ease and you, the Subscription Services, and all Intellectual Property Rights therein or relating thereto, are and will remain the exclusive property of Ease or its licensors. 6. CONFIDENTIALITY 6.1 Definition. By virtue of this Agreement, the parties may have access to each other’s Confidential Information. “Confidential Information,” as used in this Agreement, means any written, machine-reproducible and/or visual materials that are clearly labeled as proprietary, confidential, or with words of similar meaning, and all information that is orally or visually disclosed, if not so marked, if it is identified as proprietary or confidential at the time of its disclosure or in a writing provided within thirty (30) days after disclosure, and any information of any nature described in this Agreement as confidential. Ease Confidential Information includes, without limitation, the Subscription Services and any software whether in source or executable code, documentation, nonpublic financial information, pricing, business plans, techniques, methods, processes, and the results of any performance tests of the Subscription Services. Customer Data is your Confidential Information. The terms and conditions of this Agreement will be deemed the Confidential Information of both parties and neither party will disclose such information except to such party’s advisors, accountants, attorneys, investors (and prospective investors), and prospective acquirers as have a reasonable need to know such information, provided that any such third parties will, before they may access such information, either (a) execute a binding agreement to keep such information confidential or (b) be subject to a legal obligation to maintain the confidentiality of such information. 6.2 Exclusions. Confidential Information will not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence. 6.3 Use and Nondisclosure. During the Term and for a period of five (5) years after expiration or termination of this Agreement, neither party will make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising its rights and performing its obligations under this Agreement. Each party will take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement, but in no event will either party use less effort to protect the Confidential Information of the other party than it uses to protect its own Confidential Information of like importance. Each party will ensure that any agents or subcontractors that are permitted to access any of the other’s Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing party must provide the non-disclosing party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information. 7. NO WARRANTY You assume sole responsibility and liability for results obtained from the use of the Subscription Services and for conclusions drawn from such use, except if due to the gross negligence or willful misconduct of Ease. THE SUBSCRIPTION SERVICES AND ANCILLARY SERVICES ARE PROVIDED BY EASE “AS IS.” EASE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SUBSCRIPTION SERVICES OR THE ANCILLARY SERVICES. WITHOUT LIMITING THE FOREGOING, EASE DISCLAIMS ANY WARRANTY THAT THE SUBSCRIPTION SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. EASE FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SUBSCRIPTION SERVICES AND ANCILLARY SERVICES AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED,


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FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EASE FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM EASE OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. 8. TERM AND TERMINATION 8.1 Term. This Agreement will commence on the Effective Date and will continue until the earlier of (i) the conclusion of principal photography on the Project or (ii) one (1) year after the Effective Date, unless terminated earlier as provided in this Agreement (the “Term”). 8.2 Termination for Cause. Ease may terminate this Agreement immediately upon notice in the event that you or any Authorized User breaches this Agreement. 8.3 Termination for Convenience. You may terminate this Agreement at any time upon at least ten (10) days prior written notice to Ease. Ease may terminate this Agreement at any time upon at least ninety (90) days prior written notice to you. 8.4 Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of this Agreement, you and Authorized Users’ rights to access and use the Subscription Services will immediately terminate, you and Authorized Users will immediately cease all use of the Subscription Services, each party will return and make no further use of any Confidential Information, materials, or other items (and all copies thereof) belonging to the other party, and Ease may destroy or otherwise dispose of any Customer Data in its possession. 8.5 Survival. Sections 1 (Definitions), 3.2 (Restrictions), 3.3 (Acceptable Use Policies), 3.4 (Data Maintenance and Backup Procedures), 4.2 (Disclosure of Use), 4.3 (Enforcement), 4.4 (Telecommunications and Internet Services), 5 (Ownership), 6 (Confidentiality), 7 (No Warranty), 8.4 (Rights and Obligations Upon Expiration or Termination), 8.5 (Survival), 9 (Limitation of Liability), and 10 (General) will survive any expiration or termination of this Agreement. 9. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR OTHERWISE, AND EXCEPT FOR VIOLATION OR INTERFERENCE BY YOU OR BY AUTHORIZED USERS OF EASE’S INTELLECTUAL PROPERTY RIGHTS IN AND RELATING TO THE SUBSCRIPTION SERVICES, AND FOR BODILY INJURY CAUSED BY EITHER PARTY, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (II) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; (III) INTERRUPTION OF USE OR BUSINESS, OR LOSS OR CORRUPTION OF DATA; OR (IV) EXCEPT IF DUE TO THE GROSS NELIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFYING PARTY, OTHER ECONOMIC LOSS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU OR EASE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND EXCEPT IF DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF EASE, EASE WILL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE SUBSCRIPTION SERVICES OR THE ANCILLARY SERVICES OR ARISING OUT OF OR IN CONNECTION WITH YOUR OR ANY AUTHORIZED USER’S USE OF THE SUBSCRIPTION SERVICES, INCLUDING WITHOUT LIMITATION ANY COST OVERRUNS, PRODUCTION DELAYS, OR OTHER ISSUES ARISING WITH RESPECT TO THE PROJECT AS A RESULT OF THE SUBSCRIPTION SERVICES OR ANCILLARY SERVICES. 10. GENERAL


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10.1 Governing Law. This Agreement and all matters arising out of or relating to this Agreement will be governed by the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding relating to this Agreement will be brought exclusively in the state or federal courts located in the Northern District of California. The parties hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding. 10.2 Waiver. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. 10.3 Notices. Any notice or report required or permitted by this Agreement, except as otherwise set forth in this Agreement, will be in writing and will be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service, e-mail, or confirmed facsimile, or forty-eight (48) hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or facsimile number. 10.4 Severability. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. 10.5 Force Majeure. Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, failure of the Internet, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, labor disputes, earthquakes and material shortages. 10.6 Compliance with Laws. Each party agrees to comply with all applicable laws and regulations with respect to its activities hereunder, including, but not limited to, any export laws and regulations of the United States. 10.7 Relationship Between the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent. 10.8 Assignment/Successors. Neither party may assign or transfer this Agreement, in whole or in part, without the other party’s written consent except in the event of a Change of Control (as defined below). Any attempted assignment or transfer in violation of this Section will be null and void. “Change of Control” means, with respect to a party: (a) the direct or indirect acquisition of either (i) the majority of voting stock of such party or (ii) all or substantially all of the assets of such party, by another entity in a single transaction or a series of transactions; or (b) the merger of such party with another entity. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties. 10.9 Entire Agreement. This Agreement constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party. 10.10 Non-Exclusive Remedies. Except as set forth in Sections 3.4, the exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. 10.11 Equitable Relief. Each party acknowledges that a breach by the other party of any confidentiality or proprietary rights provision of this Agreement may cause the non-breaching party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching party may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy will be cumulative and not exclusive, and a party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief


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to which the non-breaching party may be entitled at law or in equity. However, in no event may Ease seek to enjoin, restrain or otherwise interfere with the promotion, distribution or exploitation of the Project. 10.12 No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.

10.13 Other Opportunities. The parties recognize that there are potentially many projects not contemplated by this Agreement which would benefit from the usage of the Subscription Services and the Ancillary Services. The parties acknowledge and agree that the details of such usage of the Subscription Services and the Ancillary Services in connection with these other projects are beyond the scope of this Agreement and that any such additional usage will be subject to a separate agreement. ACCEPTED AND AGREED: Ease Entertainment Services, LLC

By: _______________________________________ _____________________

Print Name, title: ___________________________ Date: ________________

Company: Remote Broadcasting, Inc. By: _______________________________________ _____________________


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1. Subscription Services Fees.

a. Fees. You agree to pay Ease fees, in the amount of one thousand nine hundred eighty United States dollars ($1,980 USD) for access to and use of the Subscription Services, as detailed in Section 1(c) below.

b. Payment Schedule for Subscription Services Fees. You agree that Ease will invoice you in one installment

of one thousand nine hundred eighty United States dollars ($1,980 USD). This installment shall be invoiced upon execution of this Agreement. Payment of the fees shall be made to Ease no later than thirty (30) days from the date of invoice.

c. Subscription Services Licenses. You are licensing the following products from Ease for 12 episodes of

the episodic television Project currently titled “Bad Teacher”:



2. Ancillary Services. Ease will make available a Los Angeles-based support person to provide phone and email support to Authorized Users in connection with use of the Subscription Services under the Agreement, at no additional charge to you. 3. Insurance. Prior to rendering Services hereunder, Ease shall provide a certificate of insurance to you evidencing the following insurance coverage:





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Allen, Louise

From: Allen, LouiseSent: Wednesday, March 05, 2014 3:16 PMTo: Kiefer, SarahSubject: RE: Bad Teacher - Scenechronize/Ease

Will do!


From: Kiefer, Sarah Sent: Wednesday, March 05, 2014 3:13 PM To: Allen, Louise Subject: RE: Bad Teacher - Scenechronize/Ease It’s fine with me for you to send.

From: Allen, Louise Sent: Wednesday, March 05, 2014 12:11 PM To: Kiefer, Sarah Subject: RE: Bad Teacher - Scenechronize/Ease Do you want to send to Darren?


From: Kiefer, Sarah Sent: Wednesday, March 05, 2014 2:58 PM To: Allen, Louise; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Herrera, Terri Subject: RE: Bad Teacher - Scenechronize/Ease Sounds good to me. Thanks, Louise!

From: Allen, Louise Sent: Wednesday, March 05, 2014 8:14 AM To: Kiefer, Sarah; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Herrera, Terri Subject: FW: Bad Teacher - Scenechronize/Ease Hi Sarah! On Jan 31, the only remaining issue re: the agreement was whether to include the insurance wording in Appendix A, Section 3. As Ease/Scenechronize does have this insurance and has provided us with a cert (albeit for the current time period which is subsequent to the time when services were actually rendered), I assume it will be o.k. with the vendor to reinsert this section and then sign the agreement.

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From: Allen, LouiseSent: Wednesday, March 05, 2014 11:14 AMTo: Kiefer, Sarah; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Herrera, TerriSubject: FW: Bad Teacher - Scenechronize/EaseAttachments: Ease Entertainment - Bad Teacher(RM) - EASE redline comments 1-30-2014.doc;

ATT00001.htm

Hi Sarah! On Jan 31, the only remaining issue re: the agreement was whether to include the insurance wording in Appendix A, Section 3. As Ease/Scenechronize does have this insurance and has provided us with a cert (albeit for the current time period which is subsequent to the time when services were actually rendered), I assume it will be o.k. with the vendor to reinsert this section and then sign the agreement. I asked Darren yesterday to supply a cert evidencing the policies that were in effect last year when services were rendered.


From: Kiefer, Sarah Sent: Friday, January 31, 2014 7:45 PM To: [email protected] Cc: Estee Gabbai; Luehrs, Dawn; Zechowy, Linda; Allen, Louise; Herrera, Terri; Barnes, Britianey Subject: FW: Bad Teacher - Scenechronize Hi Darren, We are able to accept all of your changes except for the one about how much insurance coverage you have in the Exhibit. Before we decide about that, we need to see what coverage you have, so that the risk management team (copied above) can review and assess. Please let us know. Thank you. Best regards, Sarah Kiefer

From: Estee Gabbai [mailto:[email protected]] Sent: Friday, January 31, 2014 9:43 AM To: Allen, Louise Cc: Luehrs, Dawn; Kiefer, Sarah Subject: Re: Bad Teacher - Scenechronize Hi Louise, Darren at Scenechronize sent me the contract back with their legal notes. I am attaching it. I imagine that this may take longer as a back and forth than by the end of today. I will give Darren your and Dawn's information so you can be in contact. His information is: Darren Willner: [email protected]

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From: Allen, LouiseSent: Tuesday, March 04, 2014 4:43 PMTo: 'Darren Willner'Cc: Kiefer, Sarah; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Herrera, TerriSubject: FW: Bad Teacher - ScenechronizeAttachments: Ease - Bad Teacher Sony Evid Cert.pdf; ATT00001.htm

Thanks Darren! The coverage you evidenced does conform with the contract provisions for “Bad Teacher”. As services were rendered in summer/fall of 2013, is it possible to get the same certificate evidencing the expired policies as those are the policies that would be applicable to this agreement.


From: Darren Willner [mailto:[email protected]] Sent: Monday, March 03, 2014 8:37 PM To: Allen, Louise Subject: Re: Bad Teacher - Scenechronize Hi Louise, Please find the Ease Entertainment insurance cert attached to this email. I am sorry it took so long to get this to you. Please let me know if you have any additional questions. Sincerely, Darren Willner | Sr. Sales Support Manager Ease Scenechronize p: (818) 255-6607 http://www.scenechronize.com http://www.easeentertainment.com

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From: Allen, LouiseSent: Friday, February 21, 2014 4:16 PMTo: 'Darren Willner'Cc: Kiefer, Sarah; 'Estee Gabbai'; Luehrs, Dawn; Zechowy, Linda; Herrera, Terri; Barnes,

BritianeySubject: RE: Bad Teacher - Scenechronize

Hi Darren! My understanding is that the master agreement currently being negotiated will not apply retroactively so we still need a standalone agreement for services rendered on “Bad Teacher” last year. Further to my email yesterday, please confirm the insurance coverages/limits that you maintained while working on “Bad Teacher” so that we can finalize and execute the agreement.


From: Allen, Louise Sent: Thursday, February 20, 2014 11:28 AM To: 'Darren Willner' Cc: Kiefer, Sarah; Estee Gabbai; Luehrs, Dawn; Zechowy, Linda; Herrera, Terri; Barnes, Britianey Subject: RE: Bad Teacher - Scenechronize Hi Darren! Our department is also involved in the insurance requirements for the master agreement. It will help if you can confirm if you maintain the insurance coverages/limits outlined in the attached excerpt from the “Bad Teacher” agreement. If not, please indicate what coverages/limits you do maintain.


From: Darren Willner [mailto:[email protected]] Sent: Wednesday, February 19, 2014 5:20 PM To: Allen, Louise Cc: Kiefer, Sarah; Estee Gabbai; Luehrs, Dawn; Zechowy, Linda; Herrera, Terri; Barnes, Britianey Subject: Re: Bad Teacher - Scenechronize Hi Louise, Insurance coverages are currently being negotiated with the master agreement being hammered out with Sony, which would cover Sony TV. Given that the show has wrapped, this seems reasonable to wait until we have the master agreement in place with Sony to cover this project. Please let me know if you have any questions.

Darren Willner | Sr. Sales Support Manager Ease Scenechronize

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From: Kiefer, SarahSent: Friday, February 21, 2014 3:50 PMTo: Allen, LouiseCc: Estee Gabbai; Luehrs, Dawn; Zechowy, Linda; Herrera, Terri; Barnes, BritianeySubject: RE: Bad Teacher - ScenechronizeAttachments: RE: Bad Teacher - Scenechronize at Ease Agreement

Hi Louise, We sent Ease’s agreement back to Ease at the end of the production season of BAD TEACHER, as Estee reminded us all that we had never gotten back to them and they had been using Ease on the production all season without an agreement (as they had on the pilot, as well, but that was a free sample and no agreement was sent). The reason we had never gotten back to them was that Michael Melo had never gotten back to us regarding the info sec review of their business. We pushed Michael again for a response, and finally got one and he said it was a business decision (see attached email above). Jon Spector made the business decision to pay them without a signed agreement, as we had used them all season. As they had worked for the studio before, and were in the process of negotiating the overall deal, the risk of proceeding as we did seemed minimal. I would suggest that you email Darren back and let him know that the master agreement won’t be retroactive to this show, and ask him to provide you with information about the coverage they had in place during the time they worked on the show for our review so we can close this out. The delay was never with Ease, but, rather with info sec. If their coverage was ok under the circumstances, we could sign the agreement and close the file. If not, then we can revisit. Please let me know if you have any other questions. Thanks. Best regards, Sarah

From: Allen, Louise Sent: Friday, February 21, 2014 12:37 PM To: Kiefer, Sarah Cc: Estee Gabbai; Luehrs, Dawn; Zechowy, Linda; Herrera, Terri; Barnes, Britianey Subject: RE: Bad Teacher - Scenechronize Sarah … Paul Gaffner and Denise Mixon contacted me today. They don’t know when a master agreement will be finalized and confirmed that it will not be retroactive so it will not cover “Bad Teacher” from last year anyway. Re: Bad Teacher As I understand it, an agreement with Ease was never signed, insurance was never provided, services are now complete and Ease/Scenechronize has been fully paid. Do you want to pursue the matter any further or should we just leave as is and file? I replied to Darren’s email yesterday about insurance but, based on the past 7 months’ experience, it’s doubtful that we will get a reply. Hopefully, there are no claims.


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From: Melo, MichaelSent: Wednesday, January 29, 2014 10:12 AMTo: Kiefer, Sarah; Estee GabbaiCc: Luehrs, Dawn; Allen, Louise; Barnes, Britianey; Zechowy, Linda; Michael Pendell; Spector,

JonSubject: RE: Bad Teacher - Scenechronize at Ease Agreement

All, Our group is still working with Ease/Scenechronize as part of an effort with Paul Gaffner’s project. I do know quite a bit more about their product and its inner workings. I would strongly advise that if you do store any sensitive data (e.g. above the line talent contact info, financial info, etc.) with Ease/Scenechronize to require stronger passwords for user logins until Scenechronize strengthens the security on their product offering. Ease/Scenechronize currently does not enforce strong password requirements in its software, nor does it require password changes. In my discussions with the technical folks at Ease, I’ve asked for the following improvements to their product: >Needs >1. Minimum Password Controls >2. 2Factor Authentication, or a roadmap and accountable timeframe to >get 2FA in place. >3. Encryption (in transport and at rest) If pressed – my work with Ease is not complete yet – I would have to rate the risk with Ease as medium (given that they have indicated a willingness to add the above features in a future release). It is up to the business to decide whether to accept the risk and move forward given what I’ve indicated. Let me know if you have further questions. ‐michael

From: Kiefer, Sarah Sent: Tuesday, January 28, 2014 6:11 PM To: Estee Gabbai; Melo, Michael Cc: Luehrs, Dawn; Allen, Louise; Barnes, Britianey; Zechowy, Linda; Michael Pendell; Spector, Jon Subject: RE: Bad Teacher - Scenechronize at Ease Agreement Importance: High Hi Mike,

lallen

Text Box

Email Attachment form Sarah - 5 pages

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Please let us know whether you ever finished vetting Scenechronize for this or any other agreement for the studio. Thanks. Best regards, Sarah

From: Estee Gabbai [mailto:[email protected]] Sent: Tuesday, January 28, 2014 5:16 PM To: Kiefer, Sarah Cc: Luehrs, Dawn; Allen, Louise; Barnes, Britianey; Zechowy, Linda; Michael Pendell; Spector, Jon; Melo, Michael Subject: Re: Bad Teacher - Scenechronize at Ease Agreement Thanks, Sarah. Just wanted to check in on this again, as the production office closes on Friday and the PO is still open. Please advise. Thank you, Estee Gabbai Bad Teacher 4024 Radford Ave Bldg 1, 2nd Flr Studio City, CA 91604 T: (818) 655-7030 / F: (818) 655-7032

On Jan 9, 2014, at 5:47 PM, "Kiefer, Sarah" <[email protected]> wrote:

Hi Estee, As far as I know, the last thing that happened was that Michael Melo was looking into it. Michael, where did your group end up on this? Please let us know. Thanks. Best regards, Sarah

From: Estee Gabbai [mailto:[email protected]] Sent: Thursday, January 09, 2014 5:33 PM To: Luehrs, Dawn Cc: Kiefer, Sarah; Allen, Louise; Barnes, Britianey; Zechowy, Linda; Michael Pendell; Spector, Jon; Melo, Michael Subject: Re: Bad Teacher - Scenechronize at Ease Agreement Hi All,

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As we are wrapping up, I wanted to follow up about the Scenechronize at East Agreement. Was anything ever finalized? I have an open PO, and am not sure how to proceed. Thank You, Estee Gabbai Bad Teacher 4024 Radford Ave Bldg 1, 2nd Flr Studio City, CA 91604 T: (818) 655-7030 / F: (818) 655-7032

On Aug 20, 2013, at 4:23 PM, "Luehrs, Dawn" <[email protected]> wrote:

I just spoke with Michael about an hour ago and he is still investigating. He’s on his way to Seattle but hopes to connect with Jason Spaltro tomorrow for the gathering of additional information. In the meantime, I have contracted our Cyber Risk Broker requesting feedback on types of coverage and limits. I am quite certain we will need more than what was negotiated in ’09. ………..d Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax

From: Kiefer, Sarah Sent: Tuesday, August 20, 2013 3:20 PM To: Estee Gabbai; Allen, Louise Cc: Luehrs, Dawn; Barnes, Britianey; Zechowy, Linda; Michael Pendell; Spector, Jon Subject: RE: Bad Teacher - Scenechronize at Ease Agreement Hi Team RM, Any word from Michael Melo on this agreement?

From: Estee Gabbai [mailto:[email protected]] Sent: Tuesday, August 20, 2013 3:15 PM To: Allen, Louise Cc: Kiefer, Sarah; Luehrs, Dawn; Barnes, Britianey; Zechowy, Linda; Michael Pendell; Spector, Jon Subject: Re: Bad Teacher - Scenechronize at Ease Agreement Hello! Just wanted to follow up on the Scenechronize agreement and see what the next step is. Thank You!

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Estee Gabbai Bad Teacher 4024 Radford Ave Bldg 1, 2nd Flr Studio City, CA 91604 T: (818) 655-7030 / F: (818) 655-7032

On Aug 13, 2013, at 2:36 PM, Estee Gabbai <[email protected]> wrote:

Great, thank you Louise! Estee Gabbai Bad Teacher 4024 Radford Ave Bldg 1, 2nd Flr Studio City, CA 91604 T: (818) 655-7030 / F: (818) 655-7032

On Aug 13, 2013, at 2:07 PM, "Allen, Louise" <[email protected]> wrote:

I just saw these emails. I will take a look and provide any comments from Risk Mgmt tomorrow. Thanks, Louise

From: Estee Gabbai [mailto:[email protected]] Sent: Friday, August 09, 2013 9:15 PM To: Kiefer, Sarah Cc: Luehrs, Dawn; Barnes, Britianey; Allen, Louise; Zechowy, Linda; Michael Pendell; Spector, Jon Subject: Re: Bad Teacher - Scenechronize at Ease Agreement Will do! Thank You, Estee Gabbai Bad Teacher 4024 Radford Ave Bldg 1, 2nd Flr Studio City, CA 91604 T: (818) 655-7030 / F: (818) 655-7032

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On Aug 9, 2013, at 6:02 PM, "Kiefer, Sarah" <[email protected]> wrote:

Hi Estee, Attached above is the agreement Ease’s predecessor company agreed to with our theatrical motion picture division. Please wait for risk management, and, if they are ok, ask your contact to conform the agreement for BAD TEACHER to the terms of the attached. Thanks. Best regards, Sarah

From: Estee Gabbai [mailto:[email protected]] Sent: Tuesday, August 06, 2013 9:27 AM To: Luehrs, Dawn; Barnes, Britianey; Allen, Louise; Zechowy, Linda; Kiefer, Sarah Subject: Bad Teacher - Scenechronize at Ease Agreement Good Morning! I received this agreement from Scenechronize at Ease, a company we are using as a digital production office. They are an Internet based company, all digital, no equipment or rentals or anything like that. They have not requested an Insurance Cert, as we are not renting any equipment, but asked that we sign the contract. I figured it is something I should send for you to look it over. Please advise. Thank You, Estee Gabbai Bad Teacher 4024 Radford Ave Bldg 1, 2nd Flr Studio City, CA 91604 T: (818) 655-7030 / F: (818) 655-7032

<Clever_Machine_Subscription_Services.121509.EXECUTED.PDF>

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Allen, Louise

From: Allen, LouiseSent: Friday, February 21, 2014 3:28 PMTo: Luehrs, Dawn; Zechowy, LindaCc: Barnes, Britianey; Herrera, Terri; Tetzlaff, Donna; Clausen, JanelSubject: RE: Ease Entertainment - Scenechronize - Clever Machine

I will follow up with Sarah and, as you noted, she will likely just want to close the file. At least, then, we can close this monster file and get it into spidr.


From: Luehrs, Dawn Sent: Friday, February 21, 2014 3:20 PM To: Allen, Louise; Zechowy, Linda Cc: Barnes, Britianey; Herrera, Terri; Tetzlaff, Donna; Clausen, Janel Subject: RE: Ease Entertainment - Scenechronize - Clever Machine You know Sarah will want to close the file ;‐) Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax (310) 487-9690 - Cell

From: Allen, Louise Sent: Friday, February 21, 2014 11:50 AM To: Luehrs, Dawn; Zechowy, Linda Cc: Barnes, Britianey; Herrera, Terri; Tetzlaff, Donna; Clausen, Janel Subject: Ease Entertainment - Scenechronize - Clever Machine Dawn/Linda … the crux of my conference call with Paul Gaffner and Denise Mixon is that we should continue to negotiate agreements with Ease/Scenechronize (formerly Clever Machine) for productions independently of the master agreement as needed. [This is the exact opposite of what Darren from Ease proposed this week.] When a master agreement is eventually finalized, it will include all productions but will not be retroactive so it will not apply to any prior use of services (eg., Bad Teacher in 2013). Paul and Denise do not know when a master agreement may be finalized. In the interim, Paul and Denise feel Columbia Pictures is operating under the old Clever Machine agreement that Ira Goldklang negotiated for Columbia Pictures and signing acknowledgement letters. I have never seen such an

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acknowledgement letter. In the case of “Bad Teacher”, we tried to use the Clever Machine form but Ease insisted on negotiating a new agreement. We can ask Ira or Dennis to confirm re: acknowledgement letter. The Ease agreement for “Bad Teacher” has not been signed (as far as I know), insurance has not been provided, services have been completed and Ease has been paid. I did ask Darren at Ease again yesterday about their coverage/limits but I don’t really expect to get a reply. This may be a situation where we just close the file as is unless Sarah Kiefer wants to pursue further. As payment has been made, there really is no leverage. Donna … I included you on this email as Paul asked me what coverage/limits we sought for “Bad Teacher”. See email chain. I know you work with Paul and Denise. If these are not consistent with what you request, we can adjust for our productions.


From: Gaffner, Paul Sent: Friday, February 21, 2014 12:08 PM To: Allen, Louise; Kiefer, Sarah Cc: Zechowy, Linda; Barnes, Britianey; Luehrs, Dawn; Herrera, Terri; Clausen, Janel; Mixon, Denise; Kumar, Kurt Subject: Re: Bad Teacher - Scenechronize Adding Denise Mixon from Sourcing. Denise – Can we you reach out to ease to confirm their converge limits? Thanks, Paul

Paul Gaffner

Executive Director | Motion Pictures & Television Production Application Services | Sony Pictures Entertainment 310.665.6696 (w) | [email protected]

From: <Allen>, Louise <[email protected]> Date: Friday, February 21, 2014 7:45 AM To: "Kiefer, Sarah" <[email protected]>, Paul Gaffner <[email protected]> Cc: "Zechowy, Linda" <[email protected]>, "Barnes, Britianey" <[email protected]>, "Luehrs, Dawn" <[email protected]>, "Herrera, Terri" <[email protected]>, "Clausen, Janel" <[email protected]> Subject: RE: Bad Teacher ‐ Scenechronize

lallen

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Allen, Louise

From: Allen, LouiseSent: Friday, February 21, 2014 10:46 AMTo: Kiefer, Sarah; Gaffner, PaulCc: Zechowy, Linda; Barnes, Britianey; Luehrs, Dawn; Herrera, Terri; Clausen, JanelSubject: RE: Bad Teacher - Scenechronize

Hi Paul! Given Scenechronize’s size/services, here is the insurance coverage we require ….





As usual, Risk Management will review the actual insurance language incorporated into the agreement but the coverage/limits we seek are set forth above. Thanks, Louise Allen Risk Management T: (519) 273‐3678

From: Kiefer, Sarah Sent: Wednesday, February 19, 2014 9:34 PM To: Gaffner, Paul Cc: Zechowy, Linda; Allen, Louise; Barnes, Britianey; Luehrs, Dawn; Herrera, Terri Subject: RE: Bad Teacher - Scenechronize Hi Paul, Someone from Risk Management can answer that better than I can. Team RM?

From: Gaffner, Paul Sent: Wednesday, February 19, 2014 5:52 PM To: Kiefer, Sarah Cc: Zechowy, Linda; Allen, Louise; Barnes, Britianey; Luehrs, Dawn; Herrera, Terri Subject: Re: Bad Teacher - Scenechronize Sarah – I'll followup with sourcing and let you know. Are there specific levels of coverage you are looking for? Paul

Paul Gaffner

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Allen, Louise

From: Luehrs, DawnSent: Thursday, February 20, 2014 9:01 PMTo: Allen, LouiseCc: Barnes, Britianey; Zechowy, Linda; Herrera, Terri; Clausen, JanelSubject: RE: Bad Teacher - Scenechronize

Louise, I would say we, i.e., you, should respond to Paul using the Tech E & O/Network Security requirements from Bad Teacher. $5MM/$5MM for a company acquired by Ease Entertainment doesn’t seem unreasonable. I am keeping Janel on the distribution since we are talking about a Master Deal being negotiated through Procurement. ……d Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax (310) 487-9690 - Cell

From: Allen, Louise Sent: Thursday, February 20, 2014 10:48 AM To: Luehrs, Dawn Cc: Barnes, Britianey; Zechowy, Linda; Herrera, Terri; Clausen, Janel Subject: RE: Bad Teacher - Scenechronize One of us still must reply to Paul re: master agreement requirements but I figure we will give Darren a little time to respond.


From: Luehrs, Dawn Sent: Thursday, February 20, 2014 1:32 PM To: Allen, Louise Cc: Barnes, Britianey; Zechowy, Linda; Herrera, Terri; Clausen, Janel Subject: RE: Bad Teacher - Scenechronize What a mess .. I think you have done the only reasonable thing available at this moment.

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Allen, Louise

From: Allen, LouiseSent: Thursday, February 20, 2014 2:32 PMTo: Luehrs, Dawn; Zechowy, LindaCc: Barnes, Britianey; Herrera, Terri; Clausen, JanelSubject: RE: Bad Teacher - Scenechronize/EaseAttachments: Pages from Ease Entertainment-Scenechronize as of 2-20-2014.pdf

Sounds good. I skimmed the file and the $5M/$5M limits are the ones suggested on Aug 21/13 after discussing with brokers but our standards may well have adjusted since that time since this seems to be a very fluid issue. This particular file has been around since Aug 6/13. At that time, we were told Paul Gaffner was working on the master agreement but to go ahead with our document for Bad Teacher in the interim. The file is about 100 pages long if you want to see it!


From: Luehrs, Dawn Sent: Thursday, February 20, 2014 1:52 PM To: Allen, Louise; Zechowy, Linda Cc: Barnes, Britianey; Herrera, Terri; Clausen, Janel Subject: RE: Bad Teacher - Scenechronize/Ease Let’s just stand by for a moment. I thought we were only asking for $3MM/$5MM under the Technology/Network Security coverages but the Bad Teacher agreement indicates $5MM/$5MM and we see they didn’t comply with that. I have a call into Paul Jones to see what is reasonable to expect but being they were acquired by Ease Entertainment, would think $5MM in limits is available. …….d Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax (310) 487-9690 - Cell

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Allen, Louise

From: Allen, LouiseSent: Thursday, February 20, 2014 11:28 AMTo: 'Darren Willner'Cc: Kiefer, Sarah; Estee Gabbai; Luehrs, Dawn; Zechowy, Linda; Herrera, Terri; Barnes,

BritianeySubject: RE: Bad Teacher - ScenechronizeAttachments: Ease Entertainment-Scenechronize Insurance.pdf

Hi Darren! Our department is also involved in the insurance requirements for the master agreement. It will help if you can confirm if you maintain the insurance coverages/limits outlined in the attached excerpt from the “Bad Teacher” agreement. If not, please indicate what coverages/limits you do maintain.


From: Darren Willner [mailto:[email protected]] Sent: Wednesday, February 19, 2014 5:20 PM To: Allen, Louise Cc: Kiefer, Sarah; Estee Gabbai; Luehrs, Dawn; Zechowy, Linda; Herrera, Terri; Barnes, Britianey Subject: Re: Bad Teacher - Scenechronize Hi Louise, Insurance coverages are currently being negotiated with the master agreement being hammered out with Sony, which would cover Sony TV. Given that the show has wrapped, this seems reasonable to wait until we have the master agreement in place with Sony to cover this project. Please let me know if you have any questions.

Darren Willner | Sr. Sales Support Manager Ease Scenechronize p: (818) 255-6607 http://www.scenechronize.com http://www.easeentertainment.com On Feb 19, 2014, at 7:05 AM, "Allen, Louise" <[email protected]> wrote:

Hi Sarah & Darren! I am following up on this matter. Risk Mgmt is still waiting to review and assess this vendor’s coverage. Is there anything we can do to expedite? Thanks,

lallen

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25618/00100/SF/5192018.1


1. Subscription Services Fees

.

a. Fees

. You agree to pay Ease fees, in the amount of one thousand nine hundred eighty United States dollars ($1,980 USD) for access to and use of the Subscription Services, as detailed in Section 1(c) below.

b. Payment Schedule for Subscription Services Fees

. You agree that Ease will invoice you in one installment of one thousand nine hundred eighty United States dollars ($1,980 USD). This installment shall be invoiced upon execution of this Agreement. Payment of the fees shall be made to Ease no later than thirty (30) days from the date of invoice.

c. Subscription Services Licenses

. You are licensing the following products from Ease for 12 episodes of the episodic television Project currently titled “Bad Teacher”:



2. Ancillary Services

.

Ease will make available a Los Angeles-based support person to provide phone and email support to Authorized Users in connection with use of the Subscription Services under the Agreement, at no additional charge to you. 3. Insurance

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Prior to rendering Services hereunder, Ease shall provide a certificate of insurance to you evidencing the following insurance coverage:





Formatted: Font: (Default) Times New Roman,10 pt

Formatted: Font: Bold, Underline




Formatted: Numbered + Level: 1 +Numbering Style: A, B, C, … + Start at: 1 +Alignment: Left + Aligned at: 0.5" + Indent at: 0.75"


Formatted: Indent: Left: 0.75"

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Allen, Louise

From: Allen, LouiseSent: Thursday, February 20, 2014 11:28 AMTo: Luehrs, Dawn; Allen, LouiseSubject: Conversation with Luehrs, Dawn

Allen, Louise [11:14 AM]: i think i should go back to darren at scenechronize again and ask him what insurance limits they have ... but i don't want to interfere with paul's master negotiations so i'm waiting to hear from you

Luehrs, Dawn [11:15 AM]: I am working on something else right now and can't look at anything. Have a conference call at 9 with outlander

Allen, Louise [11:16 AM]: ok ... well it can't hurt to ask the vendor again what coverages they do have and go from there we need some reference point

Luehrs, Dawn [11:16 AM]: agreed

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Allen, Louise

From: Allen, LouiseSent: Thursday, February 20, 2014 11:10 AMTo: Luehrs, Dawn; Zechowy, LindaCc: Barnes, Britianey; Herrera, TerriSubject: RE: Bad Teacher - Scenechronize/EaseAttachments: Pages from Ease Entertainment-Scenechronize as of 2-19-2014.pdf

Dawn/Linda … This matter has become very circular. To summarize … We negotiated with Scenechronize for “Bad Teacher” and inserted our insurance requirements. Scenechronize sent back a mark‐up and simply deleted all our insurance requirements (see page attached). Dawn replied and asked the vendor to advise why they deleted the provision and what coverage do they have. The vendor use is now complete for “Bad Teacher” and we did not receive any response from Scenechronize. Paul Gaffner is trying to negotiate a master agreement with Scenechronize and wants to know what insurance is required. Should I just supply the deleted language and file Bad Teacher/Scenechronize with a note that insurance was never resolved/provided. Linda do you want to reply to Paul or should I?


From: Kiefer, Sarah Sent: Wednesday, February 19, 2014 9:34 PM To: Gaffner, Paul Cc: Zechowy, Linda; Allen, Louise; Barnes, Britianey; Luehrs, Dawn; Herrera, Terri Subject: RE: Bad Teacher - Scenechronize Hi Paul, Someone from Risk Management can answer that better than I can. Team RM?

From: Gaffner, Paul Sent: Wednesday, February 19, 2014 5:52 PM To: Kiefer, Sarah Cc: Zechowy, Linda; Allen, Louise; Barnes, Britianey; Luehrs, Dawn; Herrera, Terri Subject: Re: Bad Teacher - Scenechronize Sarah – I'll followup with sourcing and let you know. Are there specific levels of coverage you are looking for? Paul

Paul Gaffner

Executive Director | Motion Pictures & Television Production Application Services | Sony Pictures Entertainment 310.665.6696 (w) | [email protected]

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From: <Kiefer>, Sarah <[email protected]> Date: Wednesday, February 19, 2014 2:44 PM To: Paul Gaffner <[email protected]> Cc: "Zechowy, Linda" <[email protected]>, "Allen, Louise" <[email protected]>, "Barnes, Britianey" <[email protected]>, "Luehrs, Dawn" <[email protected]>, "Herrera, Terri" <[email protected]> Subject: FW: Bad Teacher ‐ Scenechronize

Hi Paul, Please see below; where are you with Scenechronize on insurance? Thanks. Best regards, Sarah

From: Darren Willner [mailto:[email protected]] Sent: Wednesday, February 19, 2014 2:20 PM To: Allen, Louise Cc: Kiefer, Sarah; Estee Gabbai; Luehrs, Dawn; Zechowy, Linda; Herrera, Terri; Barnes, Britianey Subject: Re: Bad Teacher - Scenechronize Hi Louise, Insurance coverages are currently being negotiated with the master agreement being hammered out with Sony, which would cover Sony TV. Given that the show has wrapped, this seems reasonable to wait until we have the master agreement in place with Sony to cover this project. Please let me know if you have any questions. Darren Willner | Sr. Sales Support Manager Ease Scenechronize p: (818) 255-6607 http://www.scenechronize.com http://www.easeentertainment.com On Feb 19, 2014, at 7:05 AM, "Allen, Louise" <[email protected]> wrote:

Hi Sarah & Darren! I am following up on this matter. Risk Mgmt is still waiting to review and assess this vendor’s coverage. Is there anything we can do to expedite? Thanks,

lallen

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25618/00100/SF/5192018.1



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a. Fees









.


.






Comment [A9]: Client can get a certificate of insurance showing whatever insurance limits we have now, which may not meet these requirements.

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Allen, Louise

From: Kiefer, SarahSent: Wednesday, February 19, 2014 3:25 PMTo: Allen, LouiseSubject: RE: Bad Teacher - Scenechronize

I haven’t heard anything, but hopefully your reminder will help. Welcome back!

From: Allen, Louise Sent: Wednesday, February 19, 2014 7:05 AM To: Kiefer, Sarah; [email protected] Cc: Estee Gabbai; Luehrs, Dawn; Zechowy, Linda; Herrera, Terri; Barnes, Britianey Subject: RE: Bad Teacher - Scenechronize Hi Sarah & Darren! I am following up on this matter. Risk Mgmt is still waiting to review and assess this vendor’s coverage. Is there anything we can do to expedite?


From: Kiefer, Sarah Sent: Friday, January 31, 2014 7:45 PM To: [email protected] Cc: Estee Gabbai; Luehrs, Dawn; Zechowy, Linda; Allen, Louise; Herrera, Terri; Barnes, Britianey Subject: FW: Bad Teacher - Scenechronize Hi Darren, We are able to accept all of your changes except for the one about how much insurance coverage you have in the Exhibit. Before we decide about that, we need to see what coverage you have, so that the risk management team (copied above) can review and assess. Please let us know. Thank you. Best regards, Sarah Kiefer

From: Estee Gabbai [mailto:[email protected]] Sent: Friday, January 31, 2014 9:43 AM To: Allen, Louise Cc: Luehrs, Dawn; Kiefer, Sarah Subject: Re: Bad Teacher - Scenechronize Hi Louise, Darren at Scenechronize sent me the contract back with their legal notes.

lallen

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lallen

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Allen, Louise

From: Allen, LouiseSent: Wednesday, February 19, 2014 10:00 AMTo: Zechowy, Linda; Luehrs, DawnCc: Barnes, Britianey; Herrera, TerriSubject: RE: Ease Entertainment-Scenechronize file for Bad Teacher

As far as I can tell, yes, as I don’t see any response to Sarah’s Jan 31 email. I’ll follow up with Sarah.


From: Zechowy, Linda Sent: Tuesday, February 18, 2014 11:15 PM To: Allen, Louise; Luehrs, Dawn Cc: Barnes, Britianey; Herrera, Terri Subject: RE: Ease Entertainment-Scenechronize file for Bad Teacher Are we still waiting for Scenechronize to verify their insurance? I have this on my VFX list for Paul but not sure it should be included. At any rate, I didn’t see where they did provide insurance docs. Thx lz

From: Allen, Louise Sent: Tuesday, February 04, 2014 11:19 AM To: Luehrs, Dawn Cc: Zechowy, Linda; Barnes, Britianey; Herrera, Terri Subject: Ease Entertainment-Scenechronize file for Bad Teacher See attached.


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Allen, Louise

From: Kiefer, SarahSent: Friday, January 31, 2014 7:45 PMTo: [email protected]: Estee Gabbai; Luehrs, Dawn; Zechowy, Linda; Allen, Louise; Herrera, Terri; Barnes, BritianeySubject: FW: Bad Teacher - ScenechronizeAttachments: Ease Entertainment - Bad Teacher(RM) - EASE redline comments 1-30-2014.doc;

ATT00001.htm

Hi Darren, We are able to accept all of your changes except for the one about how much insurance coverage you have in the Exhibit. Before we decide about that, we need to see what coverage you have, so that the risk management team (copied above) can review and assess. Please let us know. Thank you. Best regards, Sarah Kiefer

From: Estee Gabbai [mailto:[email protected]] Sent: Friday, January 31, 2014 9:43 AM To: Allen, Louise Cc: Luehrs, Dawn; Kiefer, Sarah Subject: Re: Bad Teacher - Scenechronize Hi Louise, Darren at Scenechronize sent me the contract back with their legal notes. I am attaching it. I imagine that this may take longer as a back and forth than by the end of today. I will give Darren your and Dawn's information so you can be in contact. His information is: Darren Willner: [email protected] Please let me know if you need anything else. Thank You, Estee Estee Gabbai Bad Teacher 4024 Radford Ave Bldg 1, 2nd Flr Studio City, CA 91604 T: (818) 655-7030 / F: (818) 655-7032

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Allen, Louise

From: Kiefer, SarahSent: Friday, January 31, 2014 7:42 PMTo: Luehrs, Dawn; Allen, LouiseCc: Zechowy, Linda; Barnes, Britianey; Herrera, TerriSubject: RE: Bad Teacher - Scenechronize

Ok, will do!

From: Luehrs, Dawn Sent: Friday, January 31, 2014 4:41 PM To: Kiefer, Sarah; Allen, Louise Cc: Zechowy, Linda; Barnes, Britianey; Herrera, Terri Subject: RE: Bad Teacher - Scenechronize Hello Sarah, Per our conversation, we will live with everything except the changes to the insurance provision. Please ask them to send what they have and we will go from there. ……d Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax (310) 487-9690 - Cell

From: Luehrs, Dawn Sent: Friday, January 31, 2014 4:27 PM To: Kiefer, Sarah; Allen, Louise Cc: Zechowy, Linda; Barnes, Britianey; Herrera, Terri Subject: RE: Bad Teacher - Scenechronize Even though we are done, this is a difficult area (technology coverage) which we are trying desperately to wrap our heads around and educate our vendors. Would prefer that the language remain so yes, let’s see what they have. They should also advise as to why they deleted it or felt it wasn’t important. If we have no choice on this one it definitely needs to be known to them that we will not delete in the future. ….d Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line

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(310) 244-6111 - Fax (310) 487-9690 - Cell

From: Kiefer, Sarah Sent: Friday, January 31, 2014 3:29 PM To: Allen, Louise; Luehrs, Dawn Cc: Zechowy, Linda; Barnes, Britianey; Herrera, Terri Subject: RE: Bad Teacher - Scenechronize Ok with me if ok with Dawn, given that we are done for the season. Do you want to ask to see their insurance coverage before deciding?

From: Allen, Louise Sent: Friday, January 31, 2014 12:34 PM To: Luehrs, Dawn; Kiefer, Sarah Cc: Zechowy, Linda; Barnes, Britianey; Herrera, Terri Subject: RE: Bad Teacher - Scenechronize Sarah/Dawn … I attached an a‐b comparison to our Aug 21/13 draft. Here are my thoughts …

3.3 … I don’t fully agree with their comments/deletions but I can live with them

3.4 … ok

4.1 … ok to remove highlighting. That was just to highlight to ourselves why we needed insurance from this vendor

4.4 … would prefer to leave wording in but not a deal breaker

8 … ok

9 … ok

Appendix A, 3 Insurance … should be reinserted as we require insurance from this type of vendor I didn’t cc production since we will probably have to respond directly to the vendor/Darren as the production office is closing today. Dawn … it’s up to you how hard you want to push back with this vendor re: insurance. If the insurance isn’t incorporated, this agreement would have to be signed on a non‐precedential basis in light of the circumstances.


From: Estee Gabbai [mailto:[email protected]] Sent: Friday, January 31, 2014 12:43 PM To: Allen, Louise

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Cc: Luehrs, Dawn; Kiefer, Sarah Subject: Re: Bad Teacher - Scenechronize Hi Louise, Darren at Scenechronize sent me the contract back with their legal notes. I am attaching it. I imagine that this may take longer as a back and forth than by the end of today. I will give Darren your and Dawn's information so you can be in contact. His information is: Darren Willner: [email protected] Please let me know if you need anything else. Thank You, Estee Estee Gabbai Bad Teacher 4024 Radford Ave Bldg 1, 2nd Flr Studio City, CA 91604 T: (818) 655-7030 / F: (818) 655-7032


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This Subscription Services Agreement (“Agreement”) is entered into on August 6, 2013 (“Effective Date”) by and between Ease Entertainment Services, LLC (“Ease”), a CA limited liability corporation with a principal place of business at 8383 Wilshire Blvd., Suite 100, Beverly Hills, CA 90211 and ___Remote Broadcasting, Inc._____________________ (“you”) with a principal place of business at 4024 Radford Avenue, Building 1, 2nd Floor, Studio City, CA 91604 in connection with the episodic project currently titled “Bad Teacher” (“Project”). 1. DEFINITIONS 1.1 “Authorized User” means you, your employees and contractors that have (i) been assigned a unique username-password combination to access and use the Subscription Services, and (ii) registered online to access and use the Subscription Services. 1.2 “Customer Data” means data, information, and content that is input into and/or stored in the Subscription Services by Authorized Users. 1.3 “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world. 1.4 “Episode” means the loading of a new script, using the Subscription Services, which results in a new breakdown, schedule and set of characters, and which has a unique designation separate from preceding scripts. 1.5 “Subscription Services” means the hosted applications, functionality, and services made available to you by Ease and generally referred to as “Scenechronize.” 1.6 “Subscription Services Fees” means those fees due in connection with the provision and use of the Subscription Services as set forth in Appendix A attached hereto. 1.7 “Ancillary Services” means the implementation services set forth in Appendix A attached hereto. 2. IMPLEMENTATION 2.1 Account Teams. Ease will assign an account manager and you will assign a project champion to act as each party’s respective account representatives during the term of this Agreement (hereinafter “Term” as defined in Section 8.1 below.). Each party may change its initial account representative from time to time upon written notification to the other party. 2.2 Implementation, Training, and Support Services. Subject to your cooperation and assistance, Ease will use reasonable efforts to help you implement the Subscription Services and provide the Ancillary Services as specified in the attached Appendix A. 3. SUBSCRIPTION SERVICES 3.1 Subscription Services. Subject to your compliance with the terms and conditions of this Agreement, after successful implementation of the Subscription Services pursuant to Section 2 and continuing throughout the remainder of the Term, Ease will use reasonable efforts to provide the Subscription Services to you for access by Authorized Users. You may access and

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A-B Comparison vs Aug 21/13 draft


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use the Subscription Services solely for your internal business purposes in connection with the Project, and such access and use shall be expressly limited to Authorized Users. 3.2 Restrictions. You will not attempt to interfere with or disrupt the Subscription Services or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Subscription Services). You will not allow access to or use of the Subscription Services by anyone other than Authorized Users, or for any purposes other than in connection with the Project. You will not: (a) copy, modify or distribute any portion of the Subscription Services; (b) rent, lease, or provide access to the Subscription Services on a time-share or service bureau or any manner of shared basis with non-Authorized Users; (c) appropriate any part of the Subscription Services, inclusive of, but not limited to, actions that modify, disassemble, decompile, reverse engineer, copy, reproduce or create derivative works from or in respect of the Subscription Services or any part thereof; or (d) transfer any of your rights hereunder. 3.3 Acceptable Use Policies. You acknowledge and agree that Ease does not monitor or police communications, content, or data uploaded to the Subscription Services or transmitted through the Subscription Services, and that Ease will not be responsible for any such communications, data or content. You will use the Subscription Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others. You will not use the Subscription Services to transmit any bulk unsolicited commercial communications. You will keep confidential and not disclose to any third parties any user identifications, account numbers and account profiles. You will ensure that all Authorized User(s) will comply with this paragraph. You will indemnify Ease for any alleged or actual breach by you of this paragraph during and after the Term, except if due to the negligence or willful misconduct of Ease. 3.4 Data Maintenance and Backup Procedures. In the event of any loss or corruption of Customer Data, Ease will use reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by Ease. Ease will not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Data. EASE’S EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER DATA PURSUANT TO THIS SECTION 3.4 WILL CONSTITUTE EASE’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER DATA, except if due to the gross negligence or willful misconduct of Ease. 4. YOUR OBLIGATIONS 4.1 Cooperation and Assistance. As a condition to Ease’s obligations hereunder, you will at all times: (a) provide Ease with good faith cooperation and access to such information, facilities, and equipment as may be reasonably required by Ease in order to provide the Subscription Services, including, but not limited to, providing Customer Data, security access, information, and software interfaces to your business applications; (b) provide access to your personnel, including the account representative described in Section 2.1 and other personnel, as may be reasonably requested by Ease from time to time; and (c) permit Ease’s designated account manager and project manager to access your account and Customer Data solely for purposes of supporting your use of the Subscription Services. 4.2 Disclosure of Use. You hereby authorize Ease to disclose to the public its providing of the Subscription Services to you, and, upon release or first airing of the Project, as applicable, that the Subscription Services were used in connection with the Project; provided however that any press release shall be subject to your prior written consent, such consent not to be unreasonably conditioned, withheld or delayed. 4.3 Enforcement. You will ensure that all Authorized Users comply with the terms and conditions of this Agreement, including, without limitation, with your obligations set forth in Sections 3.2 and 3.3. You will promptly notify Ease of any suspected or alleged violation of the terms and conditions of this Agreement and will cooperate with Ease with respect to: (a) investigation by Ease of any suspected or alleged violation of this Agreement and (b) any action by Ease to enforce the terms and conditions of this Agreement. Ease may suspend or terminate any Authorized User’s access to the Subscription Services upon notice to you in the event that Ease reasonably determines that such Authorized User has violated the terms and

Comment [A1]: This change is deleted, because this sentence applies to breach by “You” and by “Authorized Users”.

Comment [A2]: This change does not appear to be necessary here because every sentence of this paragraph pertains to an obligation of the client, and not of EASE. Thus, there is nothing in this paragraph for EASE to breach or allegedly breach, by negligence or otherwise.

Comment [A3]: Added “gross”.

Comment [A4]: Why does this Section 4.1 have yellow highlight?


25618/00100/SF/5192018.1

conditions of this Agreement. You will be liable for any violation of the terms and conditions of this Agreement by any Authorized User. 4.4 Telecommunications and Internet Services. You acknowledge and agree that your and Authorized Users’ use of the Subscription Services is dependent upon access to telecommunications and Internet services. You will be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Subscription Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Ease will not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services, except if due to the negligence or willful misconduct of Ease. 5. OWNERSHIP. As between Ease and you, the Subscription Services, and all Intellectual Property Rights therein or relating thereto, are and will remain the exclusive property of Ease or its licensors. 6. CONFIDENTIALITY 6.1 Definition. By virtue of this Agreement, the parties may have access to each other’s Confidential Information. “Confidential Information,” as used in this Agreement, means any written, machine-reproducible and/or visual materials that are clearly labeled as proprietary, confidential, or with words of similar meaning, and all information that is orally or visually disclosed, if not so marked, if it is identified as proprietary or confidential at the time of its disclosure or in a writing provided within thirty (30) days after disclosure, and any information of any nature described in this Agreement as confidential. Ease Confidential Information includes, without limitation, the Subscription Services and any software whether in source or executable code, documentation, nonpublic financial information, pricing, business plans, techniques, methods, processes, and the results of any performance tests of the Subscription Services. Customer Data is your Confidential Information. The terms and conditions of this Agreement will be deemed the Confidential Information of both parties and neither party will disclose such information except to such party’s advisors, accountants, attorneys, investors (and prospective investors), and prospective acquirers as have a reasonable need to know such information, provided that any such third parties will, before they may access such information, either (a) execute a binding agreement to keep such information confidential or (b) be subject to a legal obligation to maintain the confidentiality of such information. 6.2 Exclusions. Confidential Information will not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence. 6.3 Use and Nondisclosure. During the Term and for a period of five (5) years after expiration or termination of this Agreement, neither party will make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising its rights and performing its obligations under this Agreement. Each party will take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement, but in no event will either party use less effort to protect the Confidential Information of the other party than it uses to protect its own Confidential Information of like importance. Each party will ensure that any agents or subcontractors that are permitted to access any of the other’s Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing party must provide the non-disclosing party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information. 7. NO WARRANTY You assume sole responsibility and liability for results obtained from the use of the Subscription Services and for conclusions

Comment [A5]: Change deleted as it does not appear necessary here. Since client is responsible for its own telecommunications and internet service pursuant to this paragraph, and the first part of this sentence pertains to loss/damage resulting from such telecommunications and internet services that is procured by the client, there isn’t anything that would make EASE responsible for the actions of client’s third party telecommunications and internet service vendors.


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drawn from such use, except if due to the gross negligence or willful misconduct of Ease. THE SUBSCRIPTION SERVICES AND ANCILLARY SERVICES ARE PROVIDED BY EASE “AS IS.” EASE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SUBSCRIPTION SERVICES OR THE ANCILLARY SERVICES. WITHOUT LIMITING THE FOREGOING, EASE DISCLAIMS ANY WARRANTY THAT THE SUBSCRIPTION SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. EASE FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SUBSCRIPTION SERVICES AND ANCILLARY SERVICES AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EASE FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM EASE OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. 8. TERM AND TERMINATION 8.1 Term. This Agreement will commence on the Effective Date and will continue until the earlier of (i) the conclusion of principal photography on the Project or (ii) one (1) year after the Effective Date, unless terminated earlier as provided in this Agreement (the “Term”). 8.2 Termination for Cause. Ease may terminate this Agreement immediately upon notice in the event that you or any Authorized User breaches this Agreement. 8.3 Termination for Convenience. You may terminate this Agreement at any time upon at least ten (10) days prior written notice to Ease. Ease may terminate this Agreement at any time upon at least ninety (90) days prior written notice to you. 8.4 Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of this Agreement, you and Authorized Users’ rights to access and use the Subscription Services will immediately terminate, you and Authorized Users will immediately cease all use of the Subscription Services, each party will return and make no further use of any Confidential Information, materials, or other items (and all copies thereof) belonging to the other party, and Ease may destroy or otherwise dispose of any Customer Data in its possession. 8.5 Survival. Sections 1 (Definitions), 3.2 (Restrictions), 3.3 (Acceptable Use Policies), 3.4 (Data Maintenance and Backup Procedures), 4.2 (Disclosure of Use), 4.3 (Enforcement), 4.4 (Telecommunications and Internet Services), 5 (Ownership), 6 (Confidentiality), 7 (No Warranty), 8.4 (Rights and Obligations Upon Expiration or Termination), 8.5 (Survival), 9 (Limitation of Liability), and 10 (General) will survive any expiration or termination of this Agreement. 9. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR OTHERWISE, AND EXCEPT FOR VIOLATION OR INTERFERENCE BY YOU OR BY AUTHORIZED USERS OF EASE’S INTELLECTUAL PROPERTY RIGHTS IN AND RELATING TO THE SUBSCRIPTION SERVICES, AND FOR BODILY INJURY CAUSED BY EITHER PARTY, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (II) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; (III) INTERRUPTION OF USE OR BUSINESS, OR LOSS OR CORRUPTION OF DATA; OR (IV) EXCEPT IF DUE TO THE GROSS NELIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFYING PARTY, OTHER ECONOMIC LOSS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU OR EASE.

Comment [A6]: Added “gross.”

Comment [A7]: Added “GROSS”.


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WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND EXCEPT IF DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF EASE, EASE WILL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE SUBSCRIPTION SERVICES OR THE ANCILLARY SERVICES OR ARISING OUT OF OR IN CONNECTION WITH YOUR OR ANY AUTHORIZED USER’S USE OF THE SUBSCRIPTION SERVICES, INCLUDING WITHOUT LIMITATION ANY COST OVERRUNS, PRODUCTION DELAYS, OR OTHER ISSUES ARISING WITH RESPECT TO THE PROJECT AS A RESULT OF THE SUBSCRIPTION SERVICES OR ANCILLARY SERVICES. 10. GENERAL 10.1 Governing Law. This Agreement and all matters arising out of or relating to this Agreement will be governed by the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding relating to this Agreement will be brought exclusively in the state or federal courts located in the Northern District of California. The parties hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding. 10.2 Waiver. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. 10.3 Notices. Any notice or report required or permitted by this Agreement, except as otherwise set forth in this Agreement, will be in writing and will be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service, e-mail, or confirmed facsimile, or forty-eight (48) hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or facsimile number. 10.4 Severability. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. 10.5 Force Majeure. Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, failure of the Internet, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, labor disputes, earthquakes and material shortages. 10.6 Compliance with Laws. Each party agrees to comply with all applicable laws and regulations with respect to its activities hereunder, including, but not limited to, any export laws and regulations of the United States. 10.7 Relationship Between the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent. 10.8 Assignment/Successors. Neither party may assign or transfer this Agreement, in whole or in part, without the other party’s written consent except in the event of a Change of Control (as defined below). Any attempted assignment or transfer in violation of this Section will be null and void. “Change of Control” means, with respect to a party: (a) the direct or indirect acquisition of either (i) the majority of voting stock of such party or (ii) all or substantially all of the assets of such party, by another entity in a single transaction or a series of transactions; or (b) the merger of such party with another entity. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

Comment [A8]: Added “GROSS”.


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10.9 Entire Agreement. This Agreement constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party. 10.10 Non-Exclusive Remedies. Except as set forth in Sections 3.4, the exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. 10.11 Equitable Relief. Each party acknowledges that a breach by the other party of any confidentiality or proprietary rights provision of this Agreement may cause the non-breaching party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching party may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy will be cumulative and not exclusive, and a party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity. However, in no event may Ease seek to enjoin, restrain or otherwise interfere with the promotion, distribution or exploitation of the Project. 10.12 No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.

10.13 Other Opportunities

. The parties recognize that there are potentially many projects not contemplated by this Agreement which would benefit from the usage of the Subscription Services and the Ancillary Services. The parties acknowledge and agree that the details of such usage of the Subscription Services and the Ancillary Services in connection with these other projects are beyond the scope of this Agreement and that any such additional usage will be subject to a separate agreement.

ACCEPTED AND AGREED: Ease Entertainment Services, LLC

By: _______________________________________ _____________________


Company: _________________________________ By: _______________________________________ _____________________



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.

a. Fees









.


.






Comment [A9]: Client can get a certificate of insurance showing whatever insurance limits we have now, which may not meet these requirements.


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Allen, Louise

From: Estee Gabbai [[email protected]]Sent: Friday, January 31, 2014 1:24 PMTo: Allen, LouiseCc: Luehrs, Dawn; Kiefer, SarahSubject: Re: Bad Teacher - Scenechronize

done, thank you. Estee Gabbai Bad Teacher 4024 Radford Ave Bldg 1, 2nd Flr Studio City, CA 91604 T: (818) 655-7030 / F: (818) 655-7032

On Jan 31, 2014, at 10:19 AM, "Allen, Louise" <[email protected]> wrote: OK. Also provide Sarah’s contact info. Thanks, Louise Allen Risk Management T: (519) 273‐3678

From: Estee Gabbai [mailto:[email protected]] Sent: Friday, January 31, 2014 12:43 PM To: Allen, Louise Cc: Luehrs, Dawn; Kiefer, Sarah Subject: Re: Bad Teacher - Scenechronize Hi Louise, Darren at Scenechronize sent me the contract back with their legal notes. I am attaching it. I imagine that this may take longer as a back and forth than by the end of today. I will give Darren your and Dawn's information so you can be in contact. His information is: Darren Willner: [email protected] Please let me know if you need anything else. Thank You, Estee

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Allen, Louise

From: Allen, LouiseSent: Friday, January 31, 2014 11:40 AMTo: 'Estee Gabbai'Cc: Luehrs, Dawn; Kiefer, SarahSubject: RE: Bad Teacher - Scenechronize

You can give him my contact info as well as Sarah Kiefer’s and Dawn Luehr’s.


From: Estee Gabbai [mailto:[email protected]] Sent: Thursday, January 30, 2014 6:49 PM To: Allen, Louise Cc: Luehrs, Dawn Subject: Re: Executed Contracts - Bad Teacher Hi Louise, Also, Scenechronize/Ease wrote back that they have submitted the agreement to their Legal department and will try to turn it around and have it signed by tomorrow. He said he can't guarantee it, but will do his best. If not, would you like to be in touch with him directly? Thank You, Estee Estee Gabbai Bad Teacher 4024 Radford Ave Bldg 1, 2nd Flr Studio City, CA 91604 T: (818) 655-7030 / F: (818) 655-7032

On Jan 30, 2014, at 3:44 PM, Estee Gabbai <[email protected]> wrote:

Hi Louise, Please see the attached EC Props signed agreement.

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Allen, Louise

From: Estee Gabbai [[email protected]]Sent: Wednesday, January 29, 2014 8:08 PMTo: Spector, JonCc: Kiefer, Sarah; Luehrs, Dawn; Melo, Michael; Allen, Louise; Barnes, Britianey; Zechowy,

Linda; Michael Pendell; Brian George ([email protected])Subject: Re: Bad Teacher - Scenechronize at Ease Agreement

Will do, thank you! Estee Gabbai Bad Teacher 4024 Radford Ave Bldg 1, 2nd Flr Studio City, CA 91604 T: (818) 655-7030 / F: (818) 655-7032

On Jan 29, 2014, at 4:51 PM, "Spector, Jon" <[email protected]> wrote: Consider this confirmation to make payment. Thanks. Jon

From: Estee Gabbai <[email protected]> Date: Wednesday, January 29, 2014 3:24 PM To: Sarah Kiefer <[email protected]> Cc: Dawn Luehrs <[email protected]>, "Melo, Michael" <[email protected]>, "Allen, Louise" <[email protected]>, "Barnes, Britianey" <[email protected]>, "Zechowy, Linda" <[email protected]>, Michael Pendell <[email protected]>, "Spector, Jon" <[email protected]>, "Brian George ([email protected])" <[email protected]> Subject: Re: Bad Teacher - Scenechronize at Ease Agreement Hi Sarah, Ok, I have sent the agreement back to Scenechronize/Ease to have them sign. Will send you the fully executed copy as soon as I have it. Will wait to have confirmation from Jon on payment. Thank You,

Estee Gabbai Bad Teacher 4024 Radford Ave Bldg 1, 2nd Flr

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Allen, Louise

From: Spector, JonSent: Wednesday, January 29, 2014 7:46 PMTo: Estee Gabbai; Kiefer, SarahCc: Luehrs, Dawn; Allen, Louise; Barnes, Britianey; Zechowy, Linda; Michael Pendell; Spector,

Jon; Melo, MichaelSubject: Re: Bad Teacher - Scenechronize at Ease Agreement

Estee – please pay the PO. Jon

From: Estee Gabbai <[email protected]> Date: Tuesday, January 28, 2014 5:15 PM To: Sarah Kiefer <[email protected]> Cc: Dawn Luehrs <[email protected]>, "Allen, Louise" <[email protected]>, "Barnes, Britianey" <[email protected]>, "Zechowy, Linda" <[email protected]>, Michael Pendell <[email protected]>, "Spector, Jon" <[email protected]>, "Melo, Michael" <[email protected]> Subject: Re: Bad Teacher - Scenechronize at Ease Agreement Thanks, Sarah. Just wanted to check in on this again, as the production office closes on Friday and the PO is still open. Please advise. Thank you,

Estee Gabbai Bad Teacher 4024 Radford Ave Bldg 1, 2nd Flr Studio City, CA 91604 T: (818) 655-7030 / F: (818) 655-7032



From: Estee Gabbai [mailto:[email protected]] Sent: Thursday, January 09, 2014 5:33 PM

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Allen, Louise

From: Kiefer, SarahSent: Wednesday, January 29, 2014 6:26 PMTo: Estee GabbaiCc: Luehrs, Dawn; Melo, Michael; Allen, Louise; Barnes, Britianey; Zechowy, Linda; Michael

Pendell; Spector, Jon; Brian George ([email protected])Subject: RE: Bad Teacher - Scenechronize at Ease Agreement

Thanks, Estee!

From: Estee Gabbai [mailto:[email protected]] Sent: Wednesday, January 29, 2014 3:25 PM To: Kiefer, Sarah Cc: Luehrs, Dawn; Melo, Michael; Allen, Louise; Barnes, Britianey; Zechowy, Linda; Michael Pendell; Spector, Jon; Brian George ([email protected]) Subject: Re: Bad Teacher - Scenechronize at Ease Agreement Hi Sarah, Ok, I have sent the agreement back to Scenechronize/Ease to have them sign. Will send you the fully executed copy as soon as I have it. Will wait to have confirmation from Jon on payment. Thank You, Estee Gabbai Bad Teacher 4024 Radford Ave Bldg 1, 2nd Flr Studio City, CA 91604 T: (818) 655-7030 / F: (818) 655-7032


Hi Estee, Please send the agreement that I attached earlier today to Scenechronize/Ease and, subject to Jon’s approval, I’m ok with you paying them now. Jon, please confirm your approval. Thanks, everyone. Best regards, Sarah

2

From: Luehrs, Dawn Sent: Wednesday, January 29, 2014 3:08 PM To: Kiefer, Sarah; Melo, Michael; Estee Gabbai Cc: Allen, Louise; Barnes, Britianey; Zechowy, Linda; Michael Pendell; Spector, Jon Subject: RE: Bad Teacher - Scenechronize at Ease Agreement Will be interesting to see what they have in the way of insurance and if they could have complied. Agree, we should send the agreement we had revised back in August which you had attached to this e‐mail string. ……..d Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax (310) 487-9690 - Cell <image001.jpg>

From: Kiefer, Sarah Sent: Wednesday, January 29, 2014 1:22 PM To: Melo, Michael; Estee Gabbai Cc: Luehrs, Dawn; Allen, Louise; Barnes, Britianey; Zechowy, Linda; Michael Pendell; Spector, Jon Subject: RE: Bad Teacher - Scenechronize at Ease Agreement Thanks, Michael. As we have completed production for season 1 of BAD TEACHER, there are no additional steps to be taken with Scenechronize at this time in terms of changing protocols, etc. Hi Estee, Is the issue that you need a signed agreement in order to pay them? If so, Dawn and Michael, are you ok with sending them the agreement attached above, which was Dawn’s markup from 8/21/13 that she sent to Michael at that time, to sign? Please let us know. Thanks. Best regards, Sarah

From: Melo, Michael Sent: Wednesday, January 29, 2014 7:12 AM To: Kiefer, Sarah; Estee Gabbai Cc: Luehrs, Dawn; Allen, Louise; Barnes, Britianey; Zechowy, Linda; Michael Pendell; Spector, Jon Subject: RE: Bad Teacher - Scenechronize at Ease Agreement All, Our group is still working with Ease/Scenechronize as part of an effort with Paul Gaffner’s project. I do know quite a bit more about their product and its inner workings. I would strongly advise that if you do store any sensitive data (e.g. above the line talent contact info, financial info, etc.) with Ease/Scenechronize to require stronger passwords for user logins until Scenechronize strengthens the security on their product

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Allen, Louise

From: Estee Gabbai [[email protected]]Sent: Wednesday, January 29, 2014 4:34 PMTo: Kiefer, SarahCc: Melo, Michael; Luehrs, Dawn; Allen, Louise; Barnes, Britianey; Zechowy, Linda; Michael

Pendell; Spector, Jon; Brian George ([email protected])Subject: Re: Bad Teacher - Scenechronize at Ease Agreement

Thank you Michael and Sarah. I just wanted to make sure we could issue them a PO for their services. They had initially asked for the agreement to be signed, but as we have completed the season and negotiations are still happening, I don't believe they are requiring us to sign the agreement. If you recommend we should, we will do whatever you advise. They did send us an invoice and all the accounting paperwork we needed. Thank you, Estee Gabbai Bad Teacher 4024 Radford Ave Bldg 1, 2nd Flr Studio City, CA 91604 T: (818) 655-7030 / F: (818) 655-7032

On Jan 29, 2014, at 1:22 PM, "Kiefer, Sarah" <[email protected]> wrote: Thanks, Michael. As we have completed production for season 1 of BAD TEACHER, there are no additional steps to be taken with Scenechronize at this time in terms of changing protocols, etc. Hi Estee, Is the issue that you need a signed agreement in order to pay them? If so, Dawn and Michael, are you ok with sending them the agreement attached above, which was Dawn’s markup from 8/21/13 that she sent to Michael at that time, to sign? Please let us know. Thanks. Best regards, Sarah

From: Melo, Michael Sent: Wednesday, January 29, 2014 7:12 AM To: Kiefer, Sarah; Estee Gabbai Cc: Luehrs, Dawn; Allen, Louise; Barnes, Britianey; Zechowy, Linda; Michael Pendell; Spector, Jon Subject: RE: Bad Teacher - Scenechronize at Ease Agreement All,

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use the Subscription Services solely for your internal business purposes in connection with the Project, and such access and use shall be expressly limited to Authorized Users. 3.2 Restrictions. You will not attempt to interfere with or disrupt the Subscription Services or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Subscription Services). You will not allow access to or use of the Subscription Services by anyone other than Authorized Users, or for any purposes other than in connection with the Project. You will not: (a) copy, modify or distribute any portion of the Subscription Services; (b) rent, lease, or provide access to the Subscription Services on a time-share or service bureau or any manner of shared basis with non-Authorized Users; (c) appropriate any part of the Subscription Services, inclusive of, but not limited to, actions that modify, disassemble, decompile, reverse engineer, copy, reproduce or create derivative works from or in respect of the Subscription Services or any part thereof; or (d) transfer any of your rights hereunder. 3.3 Acceptable Use Policies. You acknowledge and agree that Ease does not monitor or police communications, content, or data uploaded to the Subscription Services or transmitted through the Subscription Services, and that Ease will not be responsible for any such communications, data or content. You will use the Subscription Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others. You will not use the Subscription Services to transmit any bulk unsolicited commercial communications. You will keep confidential and not disclose to any third parties any user identifications, account numbers and account profiles. You will ensure that all Authorized User(s) will comply with this paragraph. You will indemnify Ease for any alleged or actual breach by you of this paragraph during and after the Term, except if due to the negligence or willful misconduct of Ease. 3.4 Data Maintenance and Backup Procedures. In the event of any loss or corruption of Customer Data, Ease will use reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by Ease. Ease will not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Data. EASE’S EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER DATA PURSUANT TO THIS SECTION 3.4 WILL CONSTITUTE EASE’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER DATA, except if due to the negligence or willful misconduct of Ease. 4. YOUR OBLIGATIONS 4.1 Cooperation and Assistance. As a condition to Ease’s obligations hereunder, you will at all times: (a) provide Ease with good faith cooperation and access to such information, facilities, and equipment as may be reasonably required by Ease in order to provide the Subscription Services, including, but not limited to, providing Customer Data, security access, information, and software interfaces to your business applications; (b) provide access to your personnel, including the account representative described in Section 2.1 and other personnel, as may be reasonably requested by Ease from time to time; and (c) permit Ease’s designated account manager and project manager to access your account and Customer Data solely for purposes of supporting your use of the Subscription Services. 4.2 Disclosure of Use. You hereby authorize Ease to disclose to the public its providing of the Subscription Services to you, and, upon release or first airing of the Project, as applicable, that the Subscription Services were used in connection with the Project; provided however that any press release shall be subject to your prior written consent, such consent not to be unreasonably conditioned, withheld or delayed. 4.3 Enforcement. You will ensure that all Authorized Users comply with the terms and conditions of this Agreement, including, without limitation, with your obligations set forth in Sections 3.2 and 3.3. You will promptly notify Ease of any suspected or alleged violation of the terms and conditions of this Agreement and will cooperate with Ease with respect to: (a) investigation by Ease of any suspected or alleged violation of this Agreement and (b) any action by Ease to enforce the terms and conditions of this Agreement. Ease may suspend or terminate any Authorized User’s access to the Subscription Services upon notice to you in the event that Ease reasonably determines that such Authorized User has violated the terms and conditions of this Agreement. You will be liable for any violation of the terms and conditions of this Agreement by any Authorized User.

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4.4 Telecommunications and Internet Services. You acknowledge and agree that your and Authorized Users’ use of the Subscription Services is dependent upon access to telecommunications and Internet services. You will be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Subscription Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Ease will not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services, except if due to the negligence or willful misconduct of Ease. 5. OWNERSHIP. As between Ease and you, the Subscription Services, and all Intellectual Property Rights therein or relating thereto, are and will remain the exclusive property of Ease or its licensors. 6. CONFIDENTIALITY 6.1 Definition. By virtue of this Agreement, the parties may have access to each other’s Confidential Information. “Confidential Information,” as used in this Agreement, means any written, machine-reproducible and/or visual materials that are clearly labeled as proprietary, confidential, or with words of similar meaning, and all information that is orally or visually disclosed, if not so marked, if it is identified as proprietary or confidential at the time of its disclosure or in a writing provided within thirty (30) days after disclosure, and any information of any nature described in this Agreement as confidential. Ease Confidential Information includes, without limitation, the Subscription Services and any software whether in source or executable code, documentation, nonpublic financial information, pricing, business plans, techniques, methods, processes, and the results of any performance tests of the Subscription Services. Customer Data is your Confidential Information. The terms and conditions of this Agreement will be deemed the Confidential Information of both parties and neither party will disclose such information except to such party’s advisors, accountants, attorneys, investors (and prospective investors), and prospective acquirers as have a reasonable need to know such information, provided that any such third parties will, before they may access such information, either (a) execute a binding agreement to keep such information confidential or (b) be subject to a legal obligation to maintain the confidentiality of such information. 6.2 Exclusions. Confidential Information will not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence. 6.3 Use and Nondisclosure. During the Term and for a period of five (5) years after expiration or termination of this Agreement, neither party will make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising its rights and performing its obligations under this Agreement. Each party will take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement, but in no event will either party use less effort to protect the Confidential Information of the other party than it uses to protect its own Confidential Information of like importance. Each party will ensure that any agents or subcontractors that are permitted to access any of the other’s Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing party must provide the non-disclosing party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information. 7. NO WARRANTY You assume sole responsibility and liability for results obtained from the use of the Subscription Services and for conclusions drawn from such use, except if due to the negligence or willful misconduct of Ease.


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THE SUBSCRIPTION SERVICES AND ANCILLARY SERVICES ARE PROVIDED BY EASE “AS IS.” EASE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SUBSCRIPTION SERVICES OR THE ANCILLARY SERVICES. WITHOUT LIMITING THE FOREGOING, EASE DISCLAIMS ANY WARRANTY THAT THE SUBSCRIPTION SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. EASE FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SUBSCRIPTION SERVICES AND ANCILLARY SERVICES AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EASE FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM EASE OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. 8. TERM AND TERMINATION 8.1 Term. This Agreement will commence on the Effective Date and will continue until the earlier of (i) the conclusion of principal photography on the Project or (ii) one (1) year after the Effective Date, unless terminated earlier as provided in this Agreement (the “Term”). 8.2 Termination for Cause. Ease may terminate this Agreement immediately upon notice in the event that you or any Authorized User breaches this Agreement. 8.3 Termination for Convenience. You may terminate this Agreement at any time upon at least ten (10) days prior written notice to Ease. Ease may terminate this Agreement at any time upon at least ninety (90) days prior written notice to you. 8.4 Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of this Agreement, you and Authorized Users’ rights to access and use the Subscription Services will immediately terminate, you and Authorized Users will immediately cease all use of the Subscription Services, each party will return and make no further use of any Confidential Information, materials, or other items (and all copies thereof) belonging to the other party, and Ease may destroy or otherwise dispose of any Customer Data in its possession. 8.5 Survival. Sections 1 (Definitions), 3.2 (Restrictions), 3.3 (Acceptable Use Policies), 3.4 (Data Maintenance and Backup Procedures), 4.2 (Disclosure of Use), 4.3 (Enforcement), 4.4 (Telecommunications and Internet Services), 5 (Ownership), 6 (Confidentiality), 7 (No Warranty), 8.4 (Rights and Obligations Upon Expiration or Termination), 8.5 (Survival), 9 (Limitation of Liability), and 10 (General) will survive any expiration or termination of this Agreement. 9. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR OTHERWISE, AND EXCEPT FOR VIOLATION OR INTERFERENCE BY YOU OR BY AUTHORIZED USERS OF EASE’S INTELLECTUAL PROPERTY RIGHTS IN AND RELATING TO THE SUBSCRIPTION SERVICES, AND FOR BODILY INJURY CAUSED BY EITHER PARTY, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (II) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; (III) INTERRUPTION OF USE OR BUSINESS, OR LOSS OR CORRUPTION OF DATA; OR (IV) EXCEPT IF DUE TO THE NELIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFYING PARTY, OTHER ECONOMIC LOSS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU OR EASE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND EXCEPT IF DUE TO THE NEGLIGENCE OR


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WILLFUL MISCONDUCT OF EASE, EASE WILL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE SUBSCRIPTION SERVICES OR THE ANCILLARY SERVICES OR ARISING OUT OF OR IN CONNECTION WITH YOUR OR ANY AUTHORIZED USER’S USE OF THE SUBSCRIPTION SERVICES, INCLUDING WITHOUT LIMITATION ANY COST OVERRUNS, PRODUCTION DELAYS, OR OTHER ISSUES ARISING WITH RESPECT TO THE PROJECT AS A RESULT OF THE SUBSCRIPTION SERVICES OR ANCILLARY SERVICES. 10. GENERAL 10.1 Governing Law. This Agreement and all matters arising out of or relating to this Agreement will be governed by the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding relating to this Agreement will be brought exclusively in the state or federal courts located in the Northern District of California. The parties hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding. 10.2 Waiver. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. 10.3 Notices. Any notice or report required or permitted by this Agreement, except as otherwise set forth in this Agreement, will be in writing and will be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service, e-mail, or confirmed facsimile, or forty-eight (48) hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or facsimile number. 10.4 Severability. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. 10.5 Force Majeure. Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, failure of the Internet, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, labor disputes, earthquakes and material shortages. 10.6 Compliance with Laws. Each party agrees to comply with all applicable laws and regulations with respect to its activities hereunder, including, but not limited to, any export laws and regulations of the United States. 10.7 Relationship Between the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent. 10.8 Assignment/Successors. Neither party may assign or transfer this Agreement, in whole or in part, without the other party’s written consent except in the event of a Change of Control (as defined below). Any attempted assignment or transfer in violation of this Section will be null and void. “Change of Control” means, with respect to a party: (a) the direct or indirect acquisition of either (i) the majority of voting stock of such party or (ii) all or substantially all of the assets of such party, by another entity in a single transaction or a series of transactions; or (b) the merger of such party with another entity. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties. 10.9 Entire Agreement. This Agreement constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the


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subject matter of this Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party. 10.10 Non-Exclusive Remedies. Except as set forth in Sections 3.4, the exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. 10.11 Equitable Relief. Each party acknowledges that a breach by the other party of any confidentiality or proprietary rights provision of this Agreement may cause the non-breaching party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching party may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy will be cumulative and not exclusive, and a party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity. However, in no event may Ease seek to enjoin, restrain or otherwise interfere with the promotion, distribution or exploitation of the Project. 10.12 No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.




By: _______________________________________ _____________________


Company: _________________________________ By: _______________________________________ _____________________



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Allen, Louise

From: Melo, MichaelSent: Wednesday, January 29, 2014 10:12 AMTo: Kiefer, Sarah; Estee GabbaiCc: Luehrs, Dawn; Allen, Louise; Barnes, Britianey; Zechowy, Linda; Michael Pendell; Spector,

JonSubject: RE: Bad Teacher - Scenechronize at Ease Agreement

All, Our group is still working with Ease/Scenechronize as part of an effort with Paul Gaffner’s project. I do know quite a bit more about their product and its inner workings. I would strongly advise that if you do store any sensitive data (e.g. above the line talent contact info, financial info, etc.) with Ease/Scenechronize to require stronger passwords for user logins until Scenechronize strengthens the security on their product offering. Ease/Scenechronize currently does not enforce strong password requirements in its software, nor does it require password changes. In my discussions with the technical folks at Ease, I’ve asked for the following improvements to their product: >Needs >1. Minimum Password Controls >2. 2Factor Authentication, or a roadmap and accountable timeframe to >get 2FA in place. >3. Encryption (in transport and at rest) If pressed – my work with Ease is not complete yet – I would have to rate the risk with Ease as medium (given that they have indicated a willingness to add the above features in a future release). It is up to the business to decide whether to accept the risk and move forward given what I’ve indicated. Let me know if you have further questions. ‐michael

From: Kiefer, Sarah Sent: Tuesday, January 28, 2014 6:11 PM To: Estee Gabbai; Melo, Michael Cc: Luehrs, Dawn; Allen, Louise; Barnes, Britianey; Zechowy, Linda; Michael Pendell; Spector, Jon Subject: RE: Bad Teacher - Scenechronize at Ease Agreement Importance: High Hi Mike,

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Please let us know whether you ever finished vetting Scenechronize for this or any other agreement for the studio. Thanks. Best regards, Sarah

From: Estee Gabbai [mailto:[email protected]] Sent: Tuesday, January 28, 2014 5:16 PM To: Kiefer, Sarah Cc: Luehrs, Dawn; Allen, Louise; Barnes, Britianey; Zechowy, Linda; Michael Pendell; Spector, Jon; Melo, Michael Subject: Re: Bad Teacher - Scenechronize at Ease Agreement Thanks, Sarah. Just wanted to check in on this again, as the production office closes on Friday and the PO is still open. Please advise. Thank you, Estee Gabbai Bad Teacher 4024 Radford Ave Bldg 1, 2nd Flr Studio City, CA 91604 T: (818) 655-7030 / F: (818) 655-7032



From: Estee Gabbai [mailto:[email protected]] Sent: Thursday, January 09, 2014 5:33 PM To: Luehrs, Dawn Cc: Kiefer, Sarah; Allen, Louise; Barnes, Britianey; Zechowy, Linda; Michael Pendell; Spector, Jon; Melo, Michael Subject: Re: Bad Teacher - Scenechronize at Ease Agreement Hi All,

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As we are wrapping up, I wanted to follow up about the Scenechronize at East Agreement. Was anything ever finalized? I have an open PO, and am not sure how to proceed. Thank You, Estee Gabbai Bad Teacher 4024 Radford Ave Bldg 1, 2nd Flr Studio City, CA 91604 T: (818) 655-7030 / F: (818) 655-7032

On Aug 20, 2013, at 4:23 PM, "Luehrs, Dawn" <[email protected]> wrote:



From: Estee Gabbai [mailto:[email protected]] Sent: Tuesday, August 20, 2013 3:15 PM To: Allen, Louise Cc: Kiefer, Sarah; Luehrs, Dawn; Barnes, Britianey; Zechowy, Linda; Michael Pendell; Spector, Jon Subject: Re: Bad Teacher - Scenechronize at Ease Agreement Hello! Just wanted to follow up on the Scenechronize agreement and see what the next step is. Thank You!

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Allen, Louise

From: Kiefer, SarahSent: Friday, September 13, 2013 9:26 PMTo: Melo, Michael; Allen, Louise; Luehrs, DawnCc: Zechowy, Linda; Barnes, Britianey; Clausen, Janel; Schaberg, CourtneySubject: RE: Bad Teacher - Scenechronize at Ease Agreement

Hi Mike,

This is business critical. Please let me know if this will not be completed by EOB Friday, 9/20. Thank you.

Best regards,

Sarah

From: Melo, Michael Sent: Tuesday, September 03, 2013 8:14 AM To: Allen, Louise; Luehrs, Dawn Cc: Zechowy, Linda; Barnes, Britianey; Clausen, Janel; Kiefer, Sarah Subject: RE: Bad Teacher - Scenechronize at Ease Agreement

Louise,

I’m still working through this with Paul Gaffner @ ITPS.

I am also trying to schedule an onsite assessment/visit with them this week to review their process.

-michael

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Allen, Louise

From: Allen, LouiseSent: Friday, August 30, 2013 5:45 PMTo: Luehrs, Dawn; Melo, MichaelCc: Zechowy, Linda; Barnes, Britianey; Clausen, Janel; Kiefer, SarahSubject: RE: Bad Teacher - Scenechronize at Ease Agreement

Any updates on this matter as I have not forwarded to production …

From: Luehrs, Dawn Sent: Wednesday, August 21, 2013 9:24 PM To: Melo, Michael Cc: Allen, Louise; Zechowy, Linda; Barnes, Britianey; Clausen, Janel; Kiefer, Sarah Subject: FW: Bad Teacher - Scenechronize at Ease Agreement I am not sure where we ended up on this one but as Louise pointed out earlier in the process, our insurance requirements have changed since 2009 when Clever Machine was hired for one of our features. I have since discussed with our broker and we all agree that due to the types of documents being housed in Scenechronize, the insurance requirements need to be adjuster further. I have revised Louise’s document to reflect 3 types of cyber risk insurance at limits of $5MM/$5MM. Once you have vetted their protocols, Louise can forward the revisions to production. Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax

From: Allen, Louise Sent: Friday, August 16, 2013 11:50 AM To: Melo, Michael; Luehrs, Dawn Cc: Zechowy, Linda; Barnes, Britianey; Clausen, Janel; Kiefer, Sarah Subject: RE: Bad Teacher - Scenechronize at Ease Agreement Michael … Attached is the agreement that we originally received from Ease/Scenechronize. Risk Mgmt inserted insurance language at the end of the Ease/Scenechronize agreement based on statements from production that this is a small company that is only turning on services. Apparently Ease/Synchronize was formerly known as Clever Machine and Sony TV Legal has requested that we use the 2009 Columbia Pictures form of agreement negotiated with Clever Machine. We need your help to determine what insurance we should request from the vendor based on the services being provided. Thanks for your help, Louise

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Allen, Louise

From: Luehrs, DawnSent: Tuesday, August 20, 2013 6:56 PMTo: Lakin, DerekCc: Allen, Louise; Zechowy, Linda; Barnes, Britianey; Clausen, JanelSubject: FW: Bad Teacher - Scenechronize at Ease AgreementAttachments: Clever_Machine_Subscription_Services.121509.EXECUTED.PDF; Ease Entertainment - Bad

Teacher(RM).doc

Derek,

We have been asked to vet the above referenced vendor (Ease Entertainment) for use of their product called “Scenechronize”. This tool is capable of creating, distributing, accessing and storing most of the standard documents used by productions including scripts. From what I can gather, we have used them in the past but believe that was before we started asking for Cyber Insurance or at least before they started sending us agreements.

Our question is, what do we ask for and how much? This company was described as “small” but I now understand one of our features (Untitled Hawaii Project) also wants to use them so guess they’re not that small!

Mike Melo who is referenced in the below e‐mail is from our Information Security Group and is in the process of reviewing their protocols. Once we receive his feedback and assuming all is well, we will need to move forward quickly.

Thoughts?

….d

Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax

From: Allen, Louise Sent: Friday, August 16, 2013 11:50 AM To: Melo, Michael; Luehrs, Dawn Cc: Zechowy, Linda; Barnes, Britianey; Clausen, Janel; Kiefer, Sarah Subject: RE: Bad Teacher - Scenechronize at Ease Agreement Michael … Attached is the agreement that we originally received from Ease/Scenechronize. Risk Mgmt inserted insurance language at the end of the Ease/Scenechronize agreement based on statements from production that this is a small company that is only turning on services. Apparently Ease/Synchronize was formerly known as Clever Machine and Sony TV Legal has requested that we use the 2009 Columbia Pictures form of agreement negotiated with Clever Machine. We need your help to determine what insurance we should request from the vendor based on the services being provided. Thanks for your help,

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Allen, Louise

From: Luehrs, DawnSent: Tuesday, August 20, 2013 7:23 PMTo: Kiefer, Sarah; Estee Gabbai; Allen, LouiseCc: Barnes, Britianey; Zechowy, Linda; Michael Pendell; Spector, Jon; Melo, MichaelSubject: RE: Bad Teacher - Scenechronize at Ease Agreement



From: Estee Gabbai [mailto:[email protected]] Sent: Tuesday, August 20, 2013 3:15 PM To: Allen, Louise Cc: Kiefer, Sarah; Luehrs, Dawn; Barnes, Britianey; Zechowy, Linda; Michael Pendell; Spector, Jon Subject: Re: Bad Teacher - Scenechronize at Ease Agreement Hello! Just wanted to follow up on the Scenechronize agreement and see what the next step is. Thank You! Estee Gabbai Bad Teacher 4024 Radford Ave Bldg 1, 2nd Flr Studio City, CA 91604 T: (818) 655-7030 / F: (818) 655-7032

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Allen, Louise

From: Melo, MichaelSent: Monday, August 19, 2013 11:09 AMTo: Allen, Louise; Luehrs, DawnCc: Zechowy, Linda; Barnes, Britianey; Clausen, Janel; Kiefer, SarahSubject: RE: Bad Teacher - Scenechronize at Ease Agreement

Louise, Thanks! I will work through this with Dawn today. ‐michael --- Michael Melo | [email protected]

From: Allen, Louise Sent: Friday, August 16, 2013 11:50 AM To: Melo, Michael; Luehrs, Dawn Cc: Zechowy, Linda; Barnes, Britianey; Clausen, Janel; Kiefer, Sarah Subject: RE: Bad Teacher - Scenechronize at Ease Agreement Michael … Attached is the agreement that we originally received from Ease/Scenechronize. Risk Mgmt inserted insurance language at the end of the Ease/Scenechronize agreement based on statements from production that this is a small company that is only turning on services. Apparently Ease/Synchronize was formerly known as Clever Machine and Sony TV Legal has requested that we use the 2009 Columbia Pictures form of agreement negotiated with Clever Machine. We need your help to determine what insurance we should request from the vendor based on the services being provided. Thanks for your help, Louise

From: Melo, Michael Sent: Friday, August 16, 2013 10:04 AM To: Luehrs, Dawn; Allen, Louise Cc: Zechowy, Linda; Barnes, Britianey; Clausen, Janel Subject: RE: Bad Teacher - Scenechronize at Ease Agreement Dawn,

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From: Kiefer, SarahSent: Friday, August 16, 2013 2:21 PMTo: Allen, LouiseCc: Zechowy, Linda; Luehrs, Dawn; Barnes, BritianeySubject: RE: Bad Teacher - Scenechronize at Ease Agreement

I don’t know, but Ira is very responsible so I would think so.

From: Allen, Louise Sent: Friday, August 16, 2013 11:03 AM To: Kiefer, Sarah Cc: Zechowy, Linda; Luehrs, Dawn; Barnes, Britianey Subject: RE: Bad Teacher - Scenechronize at Ease Agreement Sarah … do you know if Sony’s Info Sec team (Mike Melo et al) has signed off on the CPII/Screen Gems agreement with Clever Machine (now Scenechronize/Ease)? We need to confer with them about our insurance requirements so I’m going to forward the CPII/Screen Gems agreement you sent to me.

From: Kiefer, Sarah Sent: Wednesday, August 14, 2013 2:53 PM To: Allen, Louise Cc: Zechowy, Linda; Luehrs, Dawn; Barnes, Britianey Subject: RE: Bad Teacher - Scenechronize at Ease Agreement Ok, thanks, Louise.

From: Allen, Louise Sent: Wednesday, August 14, 2013 8:43 AM To: Kiefer, Sarah Cc: Zechowy, Linda; Luehrs, Dawn; Barnes, Britianey Subject: RE: Bad Teacher - Scenechronize at Ease Agreement Yes … our insurance requirements have changed this year for technology providers so there may be some revisions as a result.

From: Kiefer, Sarah Sent: Tuesday, August 13, 2013 5:46 PM To: Allen, Louise Cc: Zechowy, Linda; Luehrs, Dawn; Barnes, Britianey Subject: RE: Bad Teacher - Scenechronize at Ease Agreement Hi Louise, Will you do an internal email if there are any issues first, as the form I sent was already signed by CPII (and Screen Gems signed an identical one as well)? Thanks. Sarah

From: Allen, Louise Sent: Tuesday, August 13, 2013 2:07 PM

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From: Luehrs, DawnSent: Friday, August 16, 2013 12:51 PMTo: Allen, LouiseCc: Clausen, JanelSubject: RE: Bad Teacher - Scenechronize at Ease Agreement

Go ahead and get Sarah’s approval. Can let her know, we need Mike’s sign off before we can properly address the insurance requirements ‐ Production should be doing this anyway. Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax

From: Allen, Louise Sent: Friday, August 16, 2013 9:33 AM To: Luehrs, Dawn Cc: Clausen, Janel Subject: RE: Bad Teacher - Scenechronize at Ease Agreement I should probably cc Sarah Kiefer on these emails unless you have any objections …

From: Melo, Michael Sent: Friday, August 16, 2013 10:04 AM To: Luehrs, Dawn; Allen, Louise Cc: Zechowy, Linda; Barnes, Britianey; Clausen, Janel Subject: RE: Bad Teacher - Scenechronize at Ease Agreement Dawn, Would like to see/review the agreement or contract in question, as given the materials they will be receiving/storing, I’d like to ensure that the appropriate controls are in place to protect our IP. Are any of the materials to be sent to Scenechronize pre‐broadcast? ‐michael --- Michael Melo | [email protected]

From: Luehrs, Dawn Sent: Thursday, August 15, 2013 6:03 PM To: Allen, Louise Cc: Zechowy, Linda; Barnes, Britianey; Clausen, Janel; Melo, Michael Subject: RE: Bad Teacher - Scenechronize at Ease Agreement If production hasn’t already contacted the Info Sec team, they should have. In that regard I am cc’ing Michael Melo for his input. If they have access to our data, would think we should be asking for the full magilla … Tech E & O, Network Security and Privacy Liability. If it’s a fair size company would ask for more than $1MM.

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Michael, thoughts? …d Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax

From: Allen, Louise Sent: Thursday, August 15, 2013 1:45 PM To: Luehrs, Dawn Cc: Zechowy, Linda; Barnes, Britianey Subject: FW: Bad Teacher - Scenechronize at Ease Agreement Scenechronize at Ease provided a contract to TV for Bad Teacher. Sarah figured out that this company used to be called Clever Machine and there is a master agreement with Columbia Pictures on which tv wants to piggyback. From what I can tell, this company hosts the application. They supply an account manager and oversee initial application services. We maintain info (scripts, etc.) on their servers (upload, download, share, etc.). They will implement upgrades to their programs and back‐up data during the term of our use. Initially production said this is just a company that turns services on and is relatively small. When I reviewed, I asked for evidence of GL $1M/$2M and technology E&O $1M/$3M. Just checking that you feel that is appropriate before I reply to Sarah with regard to the master agreement.

From: Kiefer, Sarah Sent: Wednesday, August 14, 2013 2:53 PM To: Allen, Louise Cc: Zechowy, Linda; Luehrs, Dawn; Barnes, Britianey Subject: RE: Bad Teacher - Scenechronize at Ease Agreement Ok, thanks, Louise.

From: Allen, Louise Sent: Wednesday, August 14, 2013 8:43 AM To: Kiefer, Sarah Cc: Zechowy, Linda; Luehrs, Dawn; Barnes, Britianey Subject: RE: Bad Teacher - Scenechronize at Ease Agreement Yes … our insurance requirements have changed this year for technology providers so there may be some revisions as a result.

From: Kiefer, Sarah Sent: Tuesday, August 13, 2013 5:46 PM To: Allen, Louise Cc: Zechowy, Linda; Luehrs, Dawn; Barnes, Britianey Subject: RE: Bad Teacher - Scenechronize at Ease Agreement Hi Louise,

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Will you do an internal email if there are any issues first, as the form I sent was already signed by CPII (and Screen Gems signed an identical one as well)? Thanks. Sarah

From: Allen, Louise Sent: Tuesday, August 13, 2013 2:07 PM To: Estee Gabbai; Kiefer, Sarah Cc: Luehrs, Dawn; Barnes, Britianey; Zechowy, Linda; Michael Pendell; Spector, Jon Subject: RE: Bad Teacher - Scenechronize at Ease Agreement I just saw these emails. I will take a look and provide any comments from Risk Mgmt tomorrow. Thanks, Louise




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1 Clever Machine Confidential Information

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12.15.2009


BETWEEN CLEVER MACHINE ("Clever Machine") and

COLUMBIA PICTURES INDUSTRIES, INC. ("Columbia")

STANDARD TERMS

EXECUTED

1. DEFINITIONS 1.1 “Authorized User” means Columbia, its employees, contractors, and end users that have (i) been assigned a unique username-password combination to access and use the Subscription Services, and (ii) registered online to access and use the Subscription Services. 1.2 “Customer Data” means data, information, and content which is input into and/or stored in the Subscription Services by Columbia and/or its Authorized Users. 1.3 “Implementation Services” means the implementation services set forth in each Appendix. 1.4 “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world. 1.5 “Episode” means the loading of a new script, using the Subscription Services, which results in a new breakdown, schedule and set of characters, and which has a unique designation separate from preceding scripts. 1.6 “Release Date” shall mean, for each Project, as set forth in each Appendix attached hereto, the date of such Project's initial domestic theatrical release or, in the event such Project is not released theatrically, the date of such Project's initial release on the earlier of home video or television (as applicable). 1.7 “Subscription Services” means the hosted applications, functionality, and services made available to Columbia by Clever Machine but shall not include any results and proceeds arising out of any use by Columbia of the Subscription Services. 1.8 “Subscription Services Fees” means those fees due in connection with the provision and use of the Subscription Services as set forth in each Appendix attached hereto and incorporated herein by this reference. 1.9 “Services Fees” means those fees due for Implementation Services as set forth in each Appendix. 1.10 “Term” means the term of this Agreement as defined in Section 8.1. 1.11 “Your Project” or “The Project” means the applicable feature film as set forth in each Appendix attached hereto. 2. IMPLEMENTATION 2.1 Account Teams. Clever Machine will assign an account manager and Columbia will assign a project manager to act as their respective account liaisons during the Term. The initial account liaisons may be modified from time to time upon notification to the other party.


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2.2 Implementation, Training, and Support Services. Subject to Columbia’s cooperation and assistance, Clever Machine will provide the Implementation Services to assist Columbia in the successful implementation and use of the Subscription Services. 3. SUBSCRIPTION SERVICES 3.1 Subscription Services. After successful implementation of the Subscription Services pursuant to Section 2 and continuing throughout the remainder of the Term, Clever Machine will use reasonable efforts to provide the Subscription Services to Columbia and its Authorized Users on an uninterrupted, 24-hour basis, except for regularly scheduled maintenance. Columbia may access and use the Subscription Services solely for Columbia's internal business purposes for The Project, and such access and use is expressly limited to Columbia and its Authorized Users. Scheduled and unscheduled interruptions may occur, and Clever Machine does not warrant uninterrupted availability of the Subscription Services. Normal software or hardware upgrades are scheduled for nights and weekends, Pacific Standard Time, and designed to cause a minimum amount of interruption. In the event that an unscheduled interruption occurs, Clever Machine will use commercially reasonable efforts to resolve the problem and return the Subscription Services to availability as soon as practical. Clever Machine will notify Columbia in advance of any scheduled maintenance (including the estimated downtime) and will promptly notify Columbia upon discovery of any unscheduled interruption. 3.2 Restrictions. Columbia and its Authorized Users will not intentionally attempt to interfere with or disrupt the Subscription Services or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Subscription Services). Columbia will not allow access to or use of the Subscription Services by anyone other than Authorized Users, or for any purposes other than The Project. Columbia and its Authorized Users will not: (a) copy, modify or distribute any portion of the Subscription Services; (b) rent, lease, or provide access to the Subscription Services on a time-share or service bureau basis; or (c) transfer any of Columbia's rights hereunder other than as set forth in Section 10.12(i) below. 3.3 Acceptable Use Policies. Columbia acknowledges and agrees that Clever Machine does not monitor or police communications, content, or data uploaded to the Subscription Services or transmitted through the Subscription Services, and that Clever Machine will not be responsible for any such communications, data or content. Columbia and its Authorized Users will use the Subscription Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others. Columbia and its Authorized Users will not use the Subscription Services to transmit any bulk unsolicited commercial communications. Both Clever Machine and Columbia will keep confidential and not disclose to any third parties, and will ensure that Authorized Users keep confidential and do not disclose to any third parties, any user identifications, account numbers and account profiles. 3.4 Data Maintenance and Backup Procedures. Clever Machine shall use commercially reasonable practices, including using a secure server which itself is protected by current data encryption and firewalls, to ensure that Customer Data is disclosed only to Columbia and its Authorized Users. Clever Machine shall implement safeguards to protect against any destruction or loss of the Customer Data, including backing up the Customer Data each night onto a backup server and weekly backup to a secure off-site location. However, Columbia acknowledges that the Internet is an open system and Clever Machine cannot and does not warrant or guarantee that third parties cannot or will not intercept or modify Customer Data while being transmitted over the Internet. Clever Machine will not be responsible for any loss, destruction, alteration or corruption of Customer Data. In the event of any loss, destruction, alteration or corruption of Customer Data, Clever Machine will use reasonable efforts to restore the lost, destroyed, altered or corrupted Customer Data from the latest backup of such Customer Data maintained by Clever Machine. Clever Machine will not be responsible for any data security breach or unauthorized disclosure of Customer Data, except if due to Clever Machine's negligence or intentional misconduct. WITH RESPECT TO LOSS, DESTRUCTION, ALTERATION OR CORRUPTION OF CUSTOMER DATA, CLEVER MACHINE’S EFFORTS TO RESTORE THE LOST, DESTROYED, ALTERED OR CORRUPTED CUSTOMER DATA PURSUANT TO THIS SECTION 3.4 WILL CONSTITUTE CLEVER MACHINE’S SOLE LIABILITY AND COLUMBIA'S SOLE AND EXCLUSIVE REMEDY. 3.5 Data Security. In the event of a documented security breach involving Customer Data during the Term: (a) Clever


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Machine will provide notification to Columbia of such security breach promptly after discovery; and (b) Clever Machine will provide Columbia with access to any necessary logs relating to such security breach involving Customer Data and will allow Columbia personnel to work with Clever Machine personnel to review information, facilities and systems relating to such security breach; provided that Clever Machine may redact any information which will cause Clever Machine to be in breach or violation of any agreement. The terms of Section 6 below shall also apply. 4. COLUMBIA'S OBLIGATIONS 4.1 Cooperation and Assistance. Columbia will at all times provide access to the account team described in Section 2.1 and other mutually agreed upon personnel, production facilities and equipment utilizing the Subscription Services as may be reasonably requested by Clever Machine from time to time; and (b) permit Clever Machine’s designated account manager and project manager to access Columbia's account and Customer Data solely for purposes of supporting Columbia's use of the Subscription Services. 4.2 Enforcement. Columbia will ensure that all Authorized Users comply with the terms and conditions of this Agreement, including, without limitation, Section 3.3. Each party will promptly notify the other party of any suspected or alleged violation of the terms and conditions of this Agreement and the parties will cooperate with each other with respect to: (a) investigation by either party of any suspected or alleged violation of this Agreement and (b) any action by either party to enforce the terms and conditions of this Agreement. In the event Clever Machine suspects an Authorized User has violated the terms and conditions of this Agreement, Clever Machine may suspend such Authorized User’s access to the Subscription Services upon notice to Columbia. Clever Machine may terminate an Authorized User’s access to the Subscription Services upon notice to Columbia in the event that the parties mutually determine that such Authorized User has violated the terms and conditions of this Agreement. 4.3 Telecommunications and Internet Services. Columbia acknowledges and agrees that Columbia and its Authorized Users’ use of the Subscription Services is dependent upon access to telecommunications and Internet services. Columbia will be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Subscription Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Clever Machine will not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services. 5. OWNERSHIP. As between Clever Machine and Columbia, (a) the Subscription Services, and all Intellectual Property Rights therein or relating thereto, are and will remain the exclusive property of Clever Machine or its licensors; and (b) The Project and all Customer Data relating thereto are and will remain the exclusive property of Columbia. The license granted pursuant to this Agreement shall be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code (the “Bankruptcy Code”), a license to rights in “intellectual property” as that term is defined in Section 101 of the Bankruptcy Code. 6. CONFIDENTIALITY 6.1 Definition. By virtue of this Agreement, the parties may have access to each other’s Confidential Information. “Confidential Information,” as used in this Agreement, means any written, machine-reproducible and/or visual materials that are clearly labeled as proprietary, confidential, or with words of similar meaning, and all information that is orally or visually disclosed, if not so marked, if it is identified as proprietary or confidential at the time of its disclosure or in a writing provided within thirty (30) days after disclosure, and any information of any nature described in this Agreement as confidential. Clever Machine Confidential Information includes, without limitation, the Subscription Services and any software whether in source or executable code, documentation, nonpublic financial information, pricing, business plans, techniques, methods, processes, and the results of any performance tests of the Subscription Services. All Customer Data transmitted to or stored by or on Clever Machine’s server(s) is Columbia Confidential Information, whether or not marked as proprietary or confidential. The terms and conditions of this Agreement will be deemed the Confidential Information of both parties and neither party will disclose such information except to such party’s advisors, accountants, attorneys, investors (and prospective investors), and prospective acquirers as have a reasonable need to know such information, provided that any

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such third parties will, before they may access such information, either (a) execute a binding agreement to keep such information confidential or (b) be subject to a professional obligation to maintain the confidentiality of such information. 6.2 Exclusions. Confidential Information will not include information that: (a) is or becomes widely disseminated to the public through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to disclosure, except for that Customer Data which is provided to Clever Machine for the purposes of this Agreement; (c) is rightfully disclosed by a third party without restriction on disclosure, except for that Customer Data which is provided to Clever Machine for the purposes of this Agreement or (d) is independently developed by the receiving party, which independent development can be shown by written evidence. 6.3 Use and Nondisclosure. Neither party will (a) make the other’s Confidential Information available to any third party or (b) use the other’s Confidential Information for any purposes other than exercising its rights and performing its obligations under this Agreement. Each party will take all reasonable steps including maintaining proper security therefor to ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement, but in no event will either party use less effort to protect the Confidential Information of the other party than it uses to protect its own Confidential Information of like importance. Each party will ensure that any agents or subcontractors that are permitted to access any of the other’s Confidential Information will comply with confidentiality obligations. Neither party shall, other than in connection with their performance of this Agreement, (i) use or allow the other’s Confidential Information to be used for its own benefit, or (ii) make any copy or reproduction of the other’s Confidential Information without prior written consent from the owner of the Confidential Information. Without limiting the foregoing, (i) Clever Machine shall not negotiate with or offer or agree to sell, lease or otherwise transfer to any person or entity (except as permitted under Section 10.12 of this Agreement) any Confidential Information of Columbia or any system, data, report, study, program or other item which incorporates or utilizes such Confidential Information, and (ii) Columbia’s name, logo, insignia, photographs or any other publicity pertaining to this Agreement, including but not limited to the existence of this Agreement, shall not be used in any magazine, trade paper, newspaper or other medium, or otherwise disclosed to any person, without the prior written consent of Columbia, except that Columbia’s name may be included and/or disclosed within the context of Clever Machine’s client list upon the execution of this Agreement and the name of any Projects may be disclosed within the context of the same upon the Release Date of such Project. Clever Machine shall not disclose the subject matter, existence or terms and conditions of this Agreement or the granting of the license hereunder, except as may be required by law or government regulations or pursuant to a court order or in any legal proceeding, or as may be necessary to assert rights under the Agreement; provided that before disclosing such information the disclosing party must provide the non-disclosing party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information, or as may be authorized in writing by Columbia. 6.4 Breach of Confidentiality. Each party acknowledges that a breach by the other party of any confidentiality or proprietary rights provision of this Agreement may cause the non-breaching party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching party may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy will be cumulative and not exclusive, and a party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other remedies such party may have for actual breach of this Agreement (including, without limitation, for damages) both during and upon final determination of any arbitration proceeding. 6.5 Security Procedures. Without limiting any of the foregoing obligations, Clever Machine shall: i) use a secure method (e.g. up-to-date encryption) when transmitting Confidential Information; ii) ensure that Columbia’s Confidential Information is not commingled with any other company’s confidential information and iii) notify Columbia of any suspected, potential or actual breach of security or other exposure involving Confidential Information. 6.6 Return or Destruction of Confidential Information. If requested by the discloser of Confidential Information, the recipient of such Confidential Information shall promptly return or destroy all Confidential Information in its possession in a secure manner and shall provide the discloser with a declaration to that effect in a form satisfactory to the discloser, duly executed.


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6.7 Review of Security Procedures. To the extent that such activities do not unreasonably and materially disrupt Clever Machine’s business operations, Clever Machine shall permit personnel designated by Columbia to review its security procedures for the protection of Confidential Information at least annually (during normal business hours or otherwise at Clever Machine’s consent) and upon thirty (30) days’ prior written request; provided that in the case of an actual or suspected data breach, Columbia shall have the right to conduct such review upon twenty-four (24) hours prior notice. If, upon such review, Columbia determines that the recipient is not in compliance with the terms agreed, Columbia shall so notify Clever Machine in writing of such non-compliance. In the event of Clever Machine’s breach of the provisions set forth in this Section 6 or in the event of Clever Machine’s non-compliance with those procedures set forth in the attached Schedule A, which breach or non-compliance exposes Columbia's Confidential Information or in Columbia's good faith business judgment (which determination shall be made by Columbia's authorized representative(s) for the applicable Project or an executive of Columbia with a title of Senior Vice President or higher) would likely lead to such exposure, Columbia shall have the right to immediately terminate any affected appendices, in which event Clever Machine shall immediately remove all Columbia Confidential Information related to the affected Project within Clever Machine's control and if Clever Machine has not cured any such breach or non-compliance within fifteen (15) days, Columbia shall have the right to terminate this agreement and to take other actions and seek such remedies as appropriate under the circumstances. 6.8 Data Privacy and Information Security. Clever Machine agrees and acknowledges that data privacy and information security is of the essence of this Agreement. The terms of Schedule "A" attached hereto shall apply with regard to Columbia's Customer Data and the Subscription Services being provided by Clever Machine hereunder. 7. WARRANTIES 7.1 Right and Authority. Clever Machine represents and warrants that it has the full right and authority to enter into this Agreement and to grant to Columbia the rights granted to it under this Agreement and has no outstanding agreement with any other party which would affect or in any way limit the rights of Columbia under this Agreement. 7.2 Intellectual Property. Clever Machine represents and warrants that, as of the date of this Agreement, (i) Clever Machine will not violate any agreements with any third party as a result of performing its obligations under this Agreement, and (ii) there are neither pending nor threatened, nor to the best of Clever Machine’s knowledge contemplated, any suits, proceedings, or actions or claims which would materially affect or limit the rights granted to Columbia under this Agreement, and (iii) the Subscription Services will materially conform to its then-current documentation. 7.3 No Bugs. Clever Machine represents and warrants that the Subscription Services were not built to contain any "virus," "Trojan horse" or "worm," (as such terms are commonly understood in the computer software industry), or any other code designed to destroy data or files without the knowledge and consent of the user or otherwise disrupt, damage, or interfere with the use of the computer on which such code resides or any software programs which interact with such computer or such code. Clever Machine represents and warrants that the Subscription Services do not contain any “time bombs.” 7.4 NO ADDITIONAL WARRANTY. CLEVER MACHINE WILL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE SUBSCRIPTION SERVICES OR ARISING OUT OF OR IN CONNECTION WITH COLUMBIA’S OR ANY AUTHORIZED USER’S USE OF THE SUBSCRIPTION SERVICES, INCLUDING WITHOUT LIMITATION ANY COST OVERRUNS, PRODUCTION DELAYS, OR OTHER ISSUES ARISING WITH RESPECT TO YOUR PROJECT AS A RESULT OF THE SUBSCRIPTION SERVICES. EXCEPT FOR THE EXPRESS WARRANTIES MADE HEREIN, THE SUBSCRIPTION SERVICES ARE PROVIDED BY CLEVER MACHINE “AS IS” AND CLEVER MACHINE MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SUBSCRIPTION SERVICES. WITHOUT LIMITING THE FOREGOING, CLEVER MACHINE DISCLAIMS ANY WARRANTY THAT THE SUBSCRIPTION SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. CLEVER MACHINE FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SUBSCRIPTION SERVICES AS TO MERCHANTIBILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR


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PURPOSE, OR NON-INFRINGMENT. CLEVER MACHINE FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION WHETHER ORAL OR WRITTEN, OBTAINED FROM CLEVER MACHINE OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. 8. TERM AND TERMINATION 8.1 Term. This Agreement will commence on the first date of use of the Subscription Services and will continue, as to each Project set forth in any Appendix, until Release Date of such Project, unless terminated earlier as provided in this Agreement (the “Term”). 8.2 Termination for Cause. Clever Machine may not terminate this Agreement for cause unless Columbia fails to cure any breach of this Agreement by Columbia or any Authorized User within thirty (30) days after Columbia's receipt of written notice thereof as provided by Clever Machine to Columbia. 8.3 Termination for Convenience. Columbia may terminate this Agreement at any time upon at least ten (10) days written notice to Clever Machine. Clever Machine may terminate this Agreement upon at least ninety (90) days’ written notice to Columbia, provided that Clever Machine may not terminate this Agreement while an Appendix is still active and in force. 8.4 Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of this Agreement with respect to each Project, Clever Machine will cease to provide the Subscription Services and Columbia's and its Authorized Users’ rights to access and use the Subscription Services for such Project will immediately terminate. Columbia and its Authorized Users on the applicable Project will immediately cease all use of the Subscription Services and each party will return and make no further use with respect to such Project of any Confidential Information, materials, or other items (and all copies thereof) belonging to the other party, and Clever Machine may destroy or otherwise dispose of any Customer Data with respect to such Project in its possession (upon receipt of written authorization to do so from Columbia). 8.5 Survival. The rights and obligations of Clever Machine and Columbia contained in Sections 5 (Ownership), 6 (Confidentiality), 7 (Warranties) 8.4 (Rights and Obligations Upon Expiration or Termination), 8.5 (Survival), 9 (Indemnification and Limitation of Liability), and 10 (General) will survive any expiration or termination of this Agreement. 9. INDEMNIFICATION AND LIMITATION ON LIABILITY 9.1 Indemnification by Clever Machine for Breach of Warranties. Clever Machine hereby agrees to defend and hold harmless Columbia, its affiliates and their respective directors, officers, employees and agents (“Columbia Indemnitees”) from and against any third party claim, suit, demand, action or proceeding arising from or relating to any breach by Clever Machine of its representations and warranties of this Agreement or a violation of a copyright, patent, trademark, trade secret or other proprietary right, and Clever Machine shall indemnify the Columbia Indemnitees against any and all liabilities, costs and expenses incurred in connection with final judgments and/or settlements. 9.2 Cure of Breach by Clever Machine. In the event the Subscription Services are held by a court to constitute an infringement or its use is enjoined, Clever Machine shall, at its option, either: (i) procure for Columbia the right to continue use of the Subscription Services; (ii) provide a modification to the Subscription Services so that its use becomes non-infringing; or (iii) replace the Subscription Services with a service which is substantially similar in functionality and performance. If none of the foregoing alternatives is reasonably available to Clever Machine, Clever Machine shall refund the License Fee paid by Columbia for the Subscription Services on a pro-rata basis and such refund will constitute Clever Machine’s sole liability and Columbia’s sole and exclusive remedy with respect to Columbia's inability to use the Subscription Services by reason of any such infringement or injunction. 9.3 Indemnification by Columbia. Columbia hereby agrees to defend and hold harmless Clever Machine, its affiliates and their respective directors, officers, employees and agents (“Clever Machine Indemnitees”) from and against any third party


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claim, suit, demand, action or proceeding arising from or relating to: (i) any breach by Columbia of this Agreement; (ii) personal injury to any third party as a result of Columbia’s negligence; or (iii) Columbia’s failure to comply with applicable laws and regulations or (iv) any actions by Columbia or Columbia's Authorized Users that violate such third party's copyright, patent, trademark, trade secret or other proprietary right, and Columbia shall indemnify the Clever Machine Indemnitees against any and all liabilities, costs and expenses incurred in connection with final judgments and/or settlements. 9.4 Procedure. The applicable indemnified party will notify the indemnifying party reasonably promptly in writing of any claim of which the indemnified party becomes aware. The indemnifying party shall have the right to designate its counsel of choice to defend such claim and to control the defense of such claim at the sole expense of the indemnifying party and/or its insurer(s), so long as such counsel is reasonably acceptable to the indemnified party. The indemnified party will provide the indemnifying party with all assistance, information and authority reasonably required for the defense and settlement of the claim. The indemnified party shall have the right to participate in the defense at its own expense. In any event, the indemnifying party shall keep the indemnified party informed of, and shall consult with the indemnified party in connection with, the progress of any investigation, defense or settlement, and shall pay the amount of any award, judgment or settlement thereof. The indemnifying party shall not have any right to, and shall not without the indemnified party’s prior written consent (which consent will be in the indemnified party’s sole and absolute discretion), settle or compromise any claim if such settlement or compromise (i) would require any admission or acknowledgment of wrongdoing or culpability by the indemnified party, or (ii) provide for any non-monetary relief to any person or entity to be performed by the indemnified party. For the avoidance of doubt, (a) Clever Machine shall not have any right to settle or compromise any claim if such settlement or compromise would enjoin or prevent the development or production of any project and/or production, or (b) Clever Machine shall not have any right to settle or compromise any claim if such settlement or compromise would in any manner, interfere with, enjoin or otherwise restrict the release or distribution of any motion picture, television program or other project, of Columbia or its subsidiaries or affiliates and (c) Clever Machine will control absolutely all infringement litigation brought by or against third parties involving or affecting the Subscription Services. 9.5 Limitation on Liability. IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, OR FOR EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF INCOME, PROFITS, REVENUE OR BUSINESS INTERRUPTION OR COST OF SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, EVEN IF APPRISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILTY) OR OTHERWISE. THE PARTIES AGREE TO MUTUALLY LIMIT EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY FOR DAMAGES ARISING FROM THIS AGREEMENT TO THE AMOUNT OF INSURANCE SET FORTH IN SECTION 11.1a OR b (OR ANY HIGHER INSURANCE COVERAGE LIMITS WHICH CLEVER MACHINE MAY HAVE IN PLACE AT THE TIME ANY CLAIM AROSE). 10. GENERAL 10.1 Governing Law. This Agreement and all matters arising out of or relating to this Agreement will be governed by the substantive laws (as distinguished from the choice of law rules) of the State of California. The parties hereby elect to opt out of the Uniform Computer Information Transaction Act to the fullest extent permitted by law. 10.2 Arbitration. Except for actions or proceedings related to Clever Machine’s intellectual property rights in the Subscription Services (which shall be adjudicated in a court of competent jurisdiction), all actions or proceedings arising in connection with, touching upon or relating to this Agreement, the breach thereof and/or the scope of the provisions of this Section 10.2 (a “Proceeding”) shall be submitted to JAMS (“JAMS”) for binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less (as applicable, the “Rules”) to be held solely in Los Angeles, California, U.S.A., in the English language in accordance with the provisions below.

10.3 Arbitration Procedures. Each arbitration shall be conducted by a single arbitrator who shall be mutually agreed upon by


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the parties ("Arbitrator"). If the parties are unable to agree on an Arbitrator, the Arbitrator shall be appointed by JAMS. The Arbitrator shall assess the cost, fees and expenses of the arbitration against the losing party, and the prevailing party in any arbitration or legal proceeding relating to this Agreement shall be entitled to all reasonable expenses (including, without limitation, reasonable attorney’s fees). Notwithstanding the foregoing, the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. 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 Arbitral Board finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought. 10.4 Appeal Procedures. There shall be a record of the proceedings at the arbitration hearing and the Arbitrator shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitrator's decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the Arbitrator's decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Clever Machine, such other court having jurisdiction over Clever Machine, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitrator shall be appealed to three (3) neutral arbitrators (the "Appellate Arbitrators"), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitrator. The appealing party shall file its appellate brief within thirty (30) days after its written notice requesting the appeal and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitrator applying the same standards of review (and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeal reviewing a judgment of the Los Angeles County Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to the Arbitrator. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Clever Machine, such other court having jurisdiction over Clever Machine, for confirmation and enforcement of the award. The party appealing the decision of the Arbitrator shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys' fees of the opposing party, unless the decision of the Arbitrator is reversed, in which event the costs, fees and expenses of the appeal shall be borne as determined by the Appellate Arbitrators. 10.5 Finality of Decision. Subject to a party's right to appeal pursuant to the above, neither party shall challenge or resist any enforcement action taken by the party in whose favor the Arbitrator, or if appealed, the Appellate Arbitrators, decided. Each party acknowledges that it is giving up the right to a trial by jury or court. The Arbitrator shall have the power to enter temporary restraining orders and preliminary and permanent injunctions, subject to the terms of this Agreement. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the Arbitrator’s award; provided, however, that prior to the appointment of the Arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, California or, if sought by Columbia, such other court that may have jurisdiction over Clever Machine, without thereby waiving its right to arbitration of the dispute or controversy under this section. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Notwithstanding anything to the contrary herein, Clever Machine hereby irrevocably waives any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of The Project or any other motion picture, production or project related to Columbia, its parents, subsidiaries and affiliates, or the use, publication or dissemination of any advertising in connection with such motion picture, production or project. 10.6 Waiver. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other


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or subsequent default or breach. 10.7 Notices. Any notice or report required or permitted by this Agreement, except as otherwise set forth in this Agreement, will be in writing and will be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service, e-mail with return e-mail confirmation, or confirmed facsimile, or three (3) business days after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or facsimile number. 10.8 Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. 10.9 Force Majeure. Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, failure of the Internet, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages. 10.10 Compliance with Laws. Each party agrees to comply with all applicable laws and regulations with respect to its activities hereunder, including, but not limited to, any export laws and regulations of the United States. 10.11 Relationship Between the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent. 10.12 Assignment/Successors. Columbia may assign this Agreement (i) to any of its affiliates or subsidiaries and/or (ii) in the event of a "Change of Control" (as defined below). This Agreement shall not be assigned by Clever Machine without the express written consent of Columbia except in the event of a Change of Control. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties. “Change of Control” means (i) with respect to a party that is a Public Company (as defined herein), if as a result of any event (including but not limited to any stock acquisition, acquisition of securities convertible into or exchangeable for voting securities, merger, consolidation or reorganization) any one or more persons or entities who together beneficially own, directly or indirectly, more than 20% of the combined voting power of the then-outstanding securities of such party immediately prior to such event (the “Public Company Controlling Shareholder(s)”) together fail to own, after such event, more than 20% of the combined voting power of the then-outstanding securities of such party (or any successor, resulting or ultimate parent company or entity of such party, as the case may be, as a result of such event); or (ii) with respect to a party which is not a Public Company (as defined herein), if as a result of any event (including but not limited to any stock acquisition, acquisition of securities convertible into or exchangeable for voting securities, merger, consolidation or reorganization) any one or more persons or entities who together beneficially own, directly or indirectly, more than 50% of the combined voting power of the then-outstanding securities of such party immediately prior to such event (the “Non-Public Company Controlling Shareholder(s)”) together fail to own, after such event, more than 50% of the combined voting power of the then-outstanding securities of such party (or any successor, resulting or ultimate parent company or entity of such party, as the case may be, as a result of such event). “Public Company” means any company or entity (i) whose securities are registered pursuant to the Securities Act of 1933, as amended, (ii) whose securities are traded in any national or international stock exchange or over the counter market or (iii) which is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. 10.13 Entire Agreement. This Agreement constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement, including without limitation any form of license agreement which may be acquired online or any so-called “click-through” license terms. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party. In the event of any inconsistency between any attachment/exhibit and the terms set forth herein, the terms herein shall prevail. The terms and conditions contained on any order form or other standard, pre-printed form issued by Clever Machine shall be of no force and effect, even if such order is accepted by Columbia. In no event shall Columbia’s acknowledgment, confirmation or acceptance of such order, either in writing or by


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acceptance of delivery of the software or by use of the software, constitute or imply Columbia’s acceptance of any terms or conditions contained on a form. No waiver by either party of any failure by the other to keep or perform any covenant or condition of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same, or any other covenant or condition, of this Agreement. All remedies provided herein are cumulative and not exclusive of any remedies provided by law or equity. 11. INSURANCE 11.1 Prior to the performance of any service hereunder by Clever Machine, Clever Machine shall at its own expense procure and maintain the following insurance coverage for the benefit and protection of Columbia and Clever Machine, which insurance coverage shall be maintained in full force and effect for the term of the Agreement:

a. A Commercial General Liability Insurance Policy with a limit of not less than $2 million per occurrence and $4 million in the aggregate providing coverage for bodily injury, personal injury and property damage for the mutual interest of both Columbia and Clever Machine, with respect to all operations; b. Professional Liability Insurance that insures the usual and customary errors and omissions exposures associated with Clever Machine's business operations and services Clever Machine will be performing for Columbia with a $1 million limit for each occurrence and $1 million in the aggregate (a claims-made policy is acceptable providing there is no lapse in coverage); and c. An Umbrella or Following Form Excess Liability Insurance policy will be acceptable to achieve the above required liability limits; and d. Workers’ Compensation Insurance with statutory limits to include Employer’s Liability with a limit of not less than $1 million; and e. The policies referenced in the foregoing subclauses a-c shall name Sony Pictures Entertainment Inc., et al, its parent(s), subsidiaries, licensees, successors, related and affiliated companies, and its officers, directors, employees, agents, representatives and assigns (collectively, including Columbia, the “Affiliated Companies”) as an additional insured by endorsement and shall contain a Severability of Interest Clause. The above referenced in the foregoing subclause d shall provide a Waiver of Subrogation endorsement in favor of the Affiliated Companies. All of the above referenced policies shall be primary insurance in place and stead of any insurance maintained by Columbia. No insurance of Clever Machine shall be co-insurance, contributing insurance or primary insurance with Columbia’s insurance. Clever Machine shall maintain such insurance in effect during the entire Term of this Agreement. All insurance companies, the form of all policies and the provisions thereof shall be subject to Columbia’s prior approval. Clever Machine’s insurance companies shall be licensed to do business in the state(s) or country(ies) where the services Clever Machine provides under this Agreement are performed and will have an A.M. Best Guide Rating of at least A:VII or better. Any insurance company of Clever Machine with a rating of less than A: VII will not be acceptable to Columbia. Clever Machine is solely responsible for all deductibles and/or self insured retentions under their policies. 11.2 Clever Machine agrees to deliver to Columbia upon execution of this Agreement original Certificates of Insurance and endorsements evidencing the insurance coverage herein required. Each such Certificate of Insurance and endorsement shall be signed by an authorized agent of the applicable insurance company, shall provide that not less than thirty (30) days prior written notice of cancellation is to be given to Columbia prior to cancellation or non-renewal, and shall state that such insurance policies are primary and non-contributing to any insurance maintained by Columbia. Upon request by Columbia, Clever Machine shall provide a copy of each of the above insurance policies to Columbia. Failure of Clever Machine to maintain the Insurances required under this Section 11 or to provide original Certificates of Insurance, endorsements or other proof of such Insurances reasonably requested by Columbia shall be a breach of this Agreement and, in such event, Columbia shall have the right at its option to terminate this Agreement. Columbia shall have the right to designate its own legal counsel to defend its interests under said insurance coverage at the usual rates for said insurance companies in the community in which any litigation is brought.


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12. DIVESTMENT OF SUBSIDIARIES In the event that a subsidiary of Columbia is entitled to use the Subscription Services under this Agreement and under a valid Appendix and such subsidiary or its business is divested by Columbia (whether by means of asset sale, stock sale, merger or otherwise), such subsidiary (or the successor to such subsidiary’s business, as applicable) shall, at Columbia’s option, continue to be entitled to use the Subscription Services pursuant to the terms of this Agreement, so long as the related Appendix is in force prior to the date of such divestment. 13. SIGNATURES COLUMBIA PICTURES INDUSTRIES, INC. _______________________________________ _____________________

Name: Date

Title:

CLEVER MACHINE, INC. _______________________________________ _____________________

Name: Date

Title:


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1. Project. "SPIDER-MAN 4" 2. Subscription Services Fees.

a. Fees. You agree to pay Clever Machine fees in the amount of $1,200 US dollars for access to and use of the Subscription Services.

b. Payment Schedule for Subscription Services Fees. You agree that Clever Machine will invoice you

following initial implementation of Subscription Services for the full amount of fees set forth in 2(a) above. Payment of the fees shall be made to Clever Machine no later than thirty (30) days from the date of Columbia's receipt of the invoice.

3. Description of Implementation Services.

a. Implementation Services. As Implementation Services Clever Machine will make available a Los Angeles-based support person to provide phone and email support to your Authorized Users for Your Project.

4. Implementation Services Fees.

a. Fees Due. You will not be required to pay any fees for the Implementation Services.

5. Authorized Representative(s).

a. Gary Martin, or in his absence Pete Corral


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Appendix B. Statement of Work, Fees & Payment of Fees

1. Project. "BATTLE L.A." 2. Subscription Services Fees.

a. Fees. Waived.

b. Payment Schedule for Subscription Services Fees. N/A



4. Services Fees.

a. Fees Due. You will not be required to pay any fees for the Services.


a. Gary Martin, or in his absence Andy Given


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Schedule A

Data Privacy and Information Security.

a. To the extent that Columbia provides to Clever Machine, or Clever Machine otherwise accesses Columbia Confidential Information (which shall include "Personal Data" [as defined below]) about Columbia’s employees, customers, or other individuals) in connection with this Agreement, Clever Machine represents and warrants that: (i) Clever Machine will only use Columbia Confidential Information for the purposes of fulfilling its obligations under the Agreement, and Clever Machine will not disclose or otherwise process such Columbia Confidential Information except upon Columbia’s instructions in writing; (ii) Clever Machine will notify Columbia in writing before sharing any Columbia Confidential Information with any government authorities, law enforcement officials or private parties as appropriate to respond to legal process (court orders, subpoenas, etc); and (iii) Clever Machine agrees to adhere, within a commercially reasonable timeframe, to additional policies related to Columbia Confidential Information as Columbia may instruct in writing that Columbia deems necessary, as mutually agreed upon by the parties, to address applicable data protection, privacy, or information security laws or requirements.

b. To the extent that Columbia provides to Clever Machine, or Clever Machine otherwise accesses Columbia

Confidential Information about Columbia’s employees, customers, or other individuals in connection with this Agreement, Clever Machine shall implement a written information security program (“Information Security Program”) that includes administrative, technical, and physical safeguards that ensure the confidentiality, integrity, and availability of Columbia Confidential Information, protect against any reasonably anticipated threats or hazards to the confidentiality, integrity, and availability of the Columbia Confidential Information, and protect against unauthorized access, use, disclosure, alteration, or destruction of the Columbia Confidential Information. In particular, the Clever Machine’s Information Security Program shall include, but not be limited, to the following safeguards where appropriate or necessary to ensure the protection of Columbia Confidential Information:

(i) Access Controls – policies, procedures, and physical and technical controls: (i) to limit physical access to its information systems and the facility or facilities in which they are housed to properly authorized persons; (ii) to ensure that all members of its workforce who require access to Columbia Confidential Information have appropriately controlled access, and to prevent those workforce members and others who should not have access from obtaining access; (iii) to authenticate and permit access only to authorized individuals and to prevent members of its workforce from providing Columbia Confidential Information or information relating thereto to unauthorized individuals; and (iv) to encrypt those passwords utilized by Authorized Users to access the Subscription Services.

(ii) Security Awareness and Training – a security awareness and training program for all members of Clever Machine’s workforce (including management), which includes training on how to implement and comply with its Information Security Program.

(iii) Security Incident Procedures – policies and procedures to detect, respond to, and otherwise address security incidents, including procedures to monitor systems and to detect actual and attempted attacks on or intrusions into Columbia Confidential Information or information systems relating thereto, and procedures to identify and respond to suspected or known security incidents, mitigate harmful effects of security incidents, and document security incidents and their outcomes.

(iv) Contingency Planning – policies and procedures for responding to an emergency or other occurrence (for example, fire, vandalism, system failure, and natural disaster) that damages Columbia Confidential Information or systems that contain Columbia Confidential Information, including a data backup plan and a disaster recovery plan.

(v) Device and Media Controls – policies and procedures that govern the receipt and removal of hardware and electronic media that contain Columbia Confidential Information into and out of a Clever Machine facility, and the movement of these items within a Clever Machine facility, including policies and procedures to address the final disposition of Columbia Confidential Information, and/or the hardware or electronic media on


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which it is stored, and procedures for removal of Columbia Confidential Information from electronic media before the media are made available for re-use.

(vi) Audit controls – hardware, software, and/or procedural mechanisms that record and examine activity in information systems that contain or use electronic information, including appropriate logs and reports concerning these security requirements and compliance therewith.

(vii) Data Integrity – policies and procedures to ensure the confidentiality, integrity, and availability of Columbia Confidential Information and protect it from disclosure, improper alteration, or destruction.

(viii) Storage and Transmission Security – technical security measures to guard against unauthorized access to Columbia Confidential Information that is being transmitted over an electronic communications network, including a mechanism to encrypt electronic information whenever appropriate, such as while in transit or in storage on networks or systems to which unauthorized individuals may have access.

(ix) Secure Disposal – policies and procedures regarding the disposal of Columbia Confidential Information, and tangible property containing Columbia Confidential Information, taking into account available technology so that Columbia Confidential Information cannot be practicably read or reconstructed.

(x) Assigned Security Responsibility – Clever Machine shall designate a security official responsible for the development, implementation, and maintenance of its Information Security Program. Clever Machine shall inform Columbia as to the person responsible for security.

(xi) Testing – Clever Machine shall regularly test the key controls, systems and procedures of its Information Security Program to ensure that they are properly implemented and effective in addressing the threats and risks identified. Tests should be conducted or reviewed by independent third parties or staff independent of those that develop or maintain the security programs.

(xii) Adjust the Program – Clever Machine shall monitor, evaluate, and adjust, as appropriate, the Information Security Program in light of any relevant changes in technology or industry security standards, the sensitivity of the Columbia Confidential Information, internal or external threats to Clever Machine or the Columbia Confidential Information, requirements of applicable work orders, and Clever Machine’s own changing business arrangements, such as mergers and acquisitions, alliances and joint ventures, outsourcing arrangements, and changes to information systems.

(xiii) Certify the Security Program – Clever Machine shall comply in material respects with ISO 27001, and Clever Machine shall certify compliance with ISO 27001 as of a mutually agreed upon date. Clever Machine shall provide Columbia with the relevant portions of ISO audit reports upon written request, subject to appropriate confidentiality provisions. Clever Machine will notify Columbia promptly if the Clever Machine fails to maintain their certification, in which case the parties will mutually agree to reasonable security measures within fifteen (15) business days of the date of notification, or failing such agreement, Columbia may terminate the Agreement with immediate effect.

c. "Personal Data" means individually identifiable information from or about an individual including, but not

limited to (i) social security number; (ii) credit or debit card information, including card number, expiration date, and data stored on the magnetic strip of a credit or debit card; (iii) financial account information, including the ABA routing number, bank account number, retirement account number; (iv) driver’s license, passport, taxpayer, military, or state identification number; (v) medical, health or disability information, including insurance policy numbers, (vi) passwords, fingerprints, biometric data, or (vii) other data about an individual, including first and last name; home or other physical address, including street name and name of city or town; email address or other online contact information, such as an instant messaging user identifier or a screen name, that reveals an individual’s email address; and telephone number.

1

Allen, Louise

From: Allen, LouiseSent: Tuesday, August 13, 2013 5:07 PMTo: 'Estee Gabbai'; Kiefer, SarahCc: Luehrs, Dawn; Barnes, Britianey; Zechowy, Linda; Michael Pendell; Spector, JonSubject: RE: Bad Teacher - Scenechronize at Ease Agreement

I just saw these emails. I will take a look and provide any comments from Risk Mgmt tomorrow. Thanks, Louise




From: Estee Gabbai [mailto:[email protected]] Sent: Tuesday, August 06, 2013 9:27 AM To: Luehrs, Dawn; Barnes, Britianey; Allen, Louise; Zechowy, Linda; Kiefer, Sarah Subject: Bad Teacher - Scenechronize at Ease Agreement

lallen

Pencil

1

Allen, Louise

From: Kiefer, SarahSent: Friday, August 09, 2013 8:39 PMTo: Allen, LouiseCc: Luehrs, Dawn; Barnes, Britianey; Zechowy, LindaSubject: RE: Bad Teacher - Scenechronize at Ease AgreementAttachments: Clever_Machine_Subscription_Services.121509.EXECUTED.PDF

Hi Louise, I am waiting to hear back from Paul Gaffner, who I’m told is doing a studio‐wide deal with this company. If it is not going to be done soon enough, I will send the vendor the attached to use as a template, which was agreed upon with the predecessor company and our theatrical legal department. Please let me know if the attached presents any issues for risk management. Thanks. Best regards, Sarah

From: Allen, Louise Sent: Friday, August 09, 2013 12:24 PM To: Kiefer, Sarah Cc: Luehrs, Dawn; Barnes, Britianey; Zechowy, Linda Subject: RE: Bad Teacher - Scenechronize at Ease Agreement Sarah … I know you are waiting for input from another department. If we do proceed with this version of the agreement, I prepared a mark‐up from Risk Mgmt. Based on production’s statement that this is a small vendor that will only be turning on services (not monitoring), I added our insurance requirements on the last page. As services are already being rendered, we should really request evidence of this insurance now unless you have any objections. I did not cc production on this email. Tell me how you would like to proceed. Thanks, Louise

From: Kiefer, Sarah Sent: Tuesday, August 06, 2013 10:07 PM To: Estee Gabbai Cc: Allen, Louise; Luehrs, Dawn; Barnes, Britianey; Zechowy, Linda Subject: RE: Bad Teacher - Scenechronize at Ease Agreement Thanks, Estee.

From: Estee Gabbai [mailto:[email protected]] Sent: Tuesday, August 06, 2013 6:39 PM To: Kiefer, Sarah Cc: Allen, Louise; Luehrs, Dawn; Barnes, Britianey; Zechowy, Linda Subject: Re: Bad Teacher - Scenechronize at Ease Agreement

lallen

Pencil

lallen

Pencil


25618/00100/SF/5277648.18

12.15.2009


BETWEEN CLEVER MACHINE ("Clever Machine") and

COLUMBIA PICTURES INDUSTRIES, INC. ("Columbia")

STANDARD TERMS

EXECUTED

1. DEFINITIONS 1.1 “Authorized User” means Columbia, its employees, contractors, and end users that have (i) been assigned a unique username-password combination to access and use the Subscription Services, and (ii) registered online to access and use the Subscription Services. 1.2 “Customer Data” means data, information, and content which is input into and/or stored in the Subscription Services by Columbia and/or its Authorized Users. 1.3 “Implementation Services” means the implementation services set forth in each Appendix. 1.4 “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world. 1.5 “Episode” means the loading of a new script, using the Subscription Services, which results in a new breakdown, schedule and set of characters, and which has a unique designation separate from preceding scripts. 1.6 “Release Date” shall mean, for each Project, as set forth in each Appendix attached hereto, the date of such Project's initial domestic theatrical release or, in the event such Project is not released theatrically, the date of such Project's initial release on the earlier of home video or television (as applicable). 1.7 “Subscription Services” means the hosted applications, functionality, and services made available to Columbia by Clever Machine but shall not include any results and proceeds arising out of any use by Columbia of the Subscription Services. 1.8 “Subscription Services Fees” means those fees due in connection with the provision and use of the Subscription Services as set forth in each Appendix attached hereto and incorporated herein by this reference. 1.9 “Services Fees” means those fees due for Implementation Services as set forth in each Appendix. 1.10 “Term” means the term of this Agreement as defined in Section 8.1. 1.11 “Your Project” or “The Project” means the applicable feature film as set forth in each Appendix attached hereto. 2. IMPLEMENTATION 2.1 Account Teams. Clever Machine will assign an account manager and Columbia will assign a project manager to act as their respective account liaisons during the Term. The initial account liaisons may be modified from time to time upon notification to the other party.


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2.2 Implementation, Training, and Support Services. Subject to Columbia’s cooperation and assistance, Clever Machine will provide the Implementation Services to assist Columbia in the successful implementation and use of the Subscription Services. 3. SUBSCRIPTION SERVICES 3.1 Subscription Services. After successful implementation of the Subscription Services pursuant to Section 2 and continuing throughout the remainder of the Term, Clever Machine will use reasonable efforts to provide the Subscription Services to Columbia and its Authorized Users on an uninterrupted, 24-hour basis, except for regularly scheduled maintenance. Columbia may access and use the Subscription Services solely for Columbia's internal business purposes for The Project, and such access and use is expressly limited to Columbia and its Authorized Users. Scheduled and unscheduled interruptions may occur, and Clever Machine does not warrant uninterrupted availability of the Subscription Services. Normal software or hardware upgrades are scheduled for nights and weekends, Pacific Standard Time, and designed to cause a minimum amount of interruption. In the event that an unscheduled interruption occurs, Clever Machine will use commercially reasonable efforts to resolve the problem and return the Subscription Services to availability as soon as practical. Clever Machine will notify Columbia in advance of any scheduled maintenance (including the estimated downtime) and will promptly notify Columbia upon discovery of any unscheduled interruption. 3.2 Restrictions. Columbia and its Authorized Users will not intentionally attempt to interfere with or disrupt the Subscription Services or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Subscription Services). Columbia will not allow access to or use of the Subscription Services by anyone other than Authorized Users, or for any purposes other than The Project. Columbia and its Authorized Users will not: (a) copy, modify or distribute any portion of the Subscription Services; (b) rent, lease, or provide access to the Subscription Services on a time-share or service bureau basis; or (c) transfer any of Columbia's rights hereunder other than as set forth in Section 10.12(i) below. 3.3 Acceptable Use Policies. Columbia acknowledges and agrees that Clever Machine does not monitor or police communications, content, or data uploaded to the Subscription Services or transmitted through the Subscription Services, and that Clever Machine will not be responsible for any such communications, data or content. Columbia and its Authorized Users will use the Subscription Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others. Columbia and its Authorized Users will not use the Subscription Services to transmit any bulk unsolicited commercial communications. Both Clever Machine and Columbia will keep confidential and not disclose to any third parties, and will ensure that Authorized Users keep confidential and do not disclose to any third parties, any user identifications, account numbers and account profiles. 3.4 Data Maintenance and Backup Procedures. Clever Machine shall use commercially reasonable practices, including using a secure server which itself is protected by current data encryption and firewalls, to ensure that Customer Data is disclosed only to Columbia and its Authorized Users. Clever Machine shall implement safeguards to protect against any destruction or loss of the Customer Data, including backing up the Customer Data each night onto a backup server and weekly backup to a secure off-site location. However, Columbia acknowledges that the Internet is an open system and Clever Machine cannot and does not warrant or guarantee that third parties cannot or will not intercept or modify Customer Data while being transmitted over the Internet. Clever Machine will not be responsible for any loss, destruction, alteration or corruption of Customer Data. In the event of any loss, destruction, alteration or corruption of Customer Data, Clever Machine will use reasonable efforts to restore the lost, destroyed, altered or corrupted Customer Data from the latest backup of such Customer Data maintained by Clever Machine. Clever Machine will not be responsible for any data security breach or unauthorized disclosure of Customer Data, except if due to Clever Machine's negligence or intentional misconduct. WITH RESPECT TO LOSS, DESTRUCTION, ALTERATION OR CORRUPTION OF CUSTOMER DATA, CLEVER MACHINE’S EFFORTS TO RESTORE THE LOST, DESTROYED, ALTERED OR CORRUPTED CUSTOMER DATA PURSUANT TO THIS SECTION 3.4 WILL CONSTITUTE CLEVER MACHINE’S SOLE LIABILITY AND COLUMBIA'S SOLE AND EXCLUSIVE REMEDY. 3.5 Data Security. In the event of a documented security breach involving Customer Data during the Term: (a) Clever


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Machine will provide notification to Columbia of such security breach promptly after discovery; and (b) Clever Machine will provide Columbia with access to any necessary logs relating to such security breach involving Customer Data and will allow Columbia personnel to work with Clever Machine personnel to review information, facilities and systems relating to such security breach; provided that Clever Machine may redact any information which will cause Clever Machine to be in breach or violation of any agreement. The terms of Section 6 below shall also apply. 4. COLUMBIA'S OBLIGATIONS 4.1 Cooperation and Assistance. Columbia will at all times provide access to the account team described in Section 2.1 and other mutually agreed upon personnel, production facilities and equipment utilizing the Subscription Services as may be reasonably requested by Clever Machine from time to time; and (b) permit Clever Machine’s designated account manager and project manager to access Columbia's account and Customer Data solely for purposes of supporting Columbia's use of the Subscription Services. 4.2 Enforcement. Columbia will ensure that all Authorized Users comply with the terms and conditions of this Agreement, including, without limitation, Section 3.3. Each party will promptly notify the other party of any suspected or alleged violation of the terms and conditions of this Agreement and the parties will cooperate with each other with respect to: (a) investigation by either party of any suspected or alleged violation of this Agreement and (b) any action by either party to enforce the terms and conditions of this Agreement. In the event Clever Machine suspects an Authorized User has violated the terms and conditions of this Agreement, Clever Machine may suspend such Authorized User’s access to the Subscription Services upon notice to Columbia. Clever Machine may terminate an Authorized User’s access to the Subscription Services upon notice to Columbia in the event that the parties mutually determine that such Authorized User has violated the terms and conditions of this Agreement. 4.3 Telecommunications and Internet Services. Columbia acknowledges and agrees that Columbia and its Authorized Users’ use of the Subscription Services is dependent upon access to telecommunications and Internet services. Columbia will be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Subscription Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Clever Machine will not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services. 5. OWNERSHIP. As between Clever Machine and Columbia, (a) the Subscription Services, and all Intellectual Property Rights therein or relating thereto, are and will remain the exclusive property of Clever Machine or its licensors; and (b) The Project and all Customer Data relating thereto are and will remain the exclusive property of Columbia. The license granted pursuant to this Agreement shall be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code (the “Bankruptcy Code”), a license to rights in “intellectual property” as that term is defined in Section 101 of the Bankruptcy Code. 6. CONFIDENTIALITY 6.1 Definition. By virtue of this Agreement, the parties may have access to each other’s Confidential Information. “Confidential Information,” as used in this Agreement, means any written, machine-reproducible and/or visual materials that are clearly labeled as proprietary, confidential, or with words of similar meaning, and all information that is orally or visually disclosed, if not so marked, if it is identified as proprietary or confidential at the time of its disclosure or in a writing provided within thirty (30) days after disclosure, and any information of any nature described in this Agreement as confidential. Clever Machine Confidential Information includes, without limitation, the Subscription Services and any software whether in source or executable code, documentation, nonpublic financial information, pricing, business plans, techniques, methods, processes, and the results of any performance tests of the Subscription Services. All Customer Data transmitted to or stored by or on Clever Machine’s server(s) is Columbia Confidential Information, whether or not marked as proprietary or confidential. The terms and conditions of this Agreement will be deemed the Confidential Information of both parties and neither party will disclose such information except to such party’s advisors, accountants, attorneys, investors (and prospective investors), and prospective acquirers as have a reasonable need to know such information, provided that any