Allen, Louise - WikiLeaks Allen/Contracts in Process/SPT...2 I am trying to determine if there are any technology security issues in order to determine what insurance we might require

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Allen, Louise

From: Allen, LouiseSent: Friday, February 28, 2014 3:04 PMTo: Goldstein, Wayne; Boone, Gregory; Luehrs, DawnCc: Taylor, Dawn; Zechowy, Linda; Barnes, Britianey; Svehlik, Edward; Carney, Amy; Gruber,

Tilmann; Mendez, Erika; Herrera, TerriSubject: RE: Rentrak Agreement - SPTAttachments: PreAct Service Agreement - Sony 01-23-14-SonyComments022414 (RM Comments).doc;

Sony Pictures TV MSA with Schedules (2-24-14)TS Comments(RM Comments).doc

Greg … In the PreAct Service agreement, I made some changes in paragraphs 7, 8, 9 & 11.4. In the Sony Pictures TV MSA, I made some changes in paragraphs 3.6 (added “outside” before “attorneys’ fees”), 8 and 9. Note that the limitation of liability sections are quite different. Paragraph 7 of PreAct limits Rentrak’s liability to $10M whereas paragraph 8 of the Sony Pictures TV PSA limits Rentrak’s liability to 12 months of fees. It appears Rentrak is not installing anything and does not have access to our data. Further, if we couldn't access Rentrak’s data, we probably would not suffer an actual loss. If these statements are accurate, then we won’t need insurance from Rentrak and the insurance requirements highlighted in green may be deleted from each agreement. We usually consult with Sony Info Security in technology-related matters and I understand Erica Mendez is involved in this process. If her department identifies any risk, we can re-insert insurance language. However, based on the info we have to date, it does not seem necessary to Risk Mgmt to include the insurance provisions in the agreements.

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

From: Goldstein, Wayne Sent: Friday, February 28, 2014 1:28 PM To: Allen, Louise; Boone, Gregory; Luehrs, Dawn Cc: Taylor, Dawn; Zechowy, Linda; Barnes, Britianey; Svehlik, Edward; Carney, Amy; Gruber, Tilmann Subject: RE: Rentrak Agreement That is correct Our team will login to Rentrak’s website to view report/data. Rentrak will not be accessing any Sony data

~ Wayne

From: Allen, Louise Sent: Friday, February 28, 2014 10:25 AM To: Boone, Gregory; Luehrs, Dawn Cc: Taylor, Dawn; Zechowy, Linda; Barnes, Britianey; Svehlik, Edward; Carney, Amy; Goldstein, Wayne; Gruber, TilmannSubject: RE: Rentrak Agreement Greg … will subscribers simply be accessing Rentrak’s data on Rentrack’s website using a subscriber code? Will Rentrak have any access to Sony systems or Sony confidential info?

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I am trying to determine if there are any technology security issues in order to determine what insurance we might require from Rentrack.


From: Boone, Gregory Sent: Thursday, February 27, 2014 1:35 PM To: Luehrs, Dawn Cc: Taylor, Dawn; Allen, Louise; Zechowy, Linda; Barnes, Britianey; Svehlik, Edward; Carney, Amy; Goldstein, Wayne; Gruber, Tilmann Subject: FW: Rentrak Agreement Sorry – meant to send this to Dawn Luehrs, not Dawn Taylor.

From: Boone, Gregory Sent: Thursday, February 27, 2014 9:47 AM To: Taylor, Dawn; Allen, Louise; Zechowy, Linda; Barnes, Britianey Cc: Svehlik, Edward; Carney, Amy; Goldstein, Wayne; Gruber, Tilmann Subject: FW: Rentrak Agreement To Risk Management: Attached is a draft agreement between SPT and a vendor. Please review this, particularly Ted’s suggestion re insurance in section 9.3. Thanks.

From: Boone, Gregory Sent: Wednesday, February 26, 2014 6:54 PM To: Svehlik, Edward Cc: Carney, Amy; Goldstein, Wayne; Gruber, Tilmann Subject: FW: Rentrak Agreement Ted – I will review this but I probably won’t have the opportunity to do so until the weekend. Greg

From: Goldstein, Wayne Sent: Wednesday, February 26, 2014 1:44 PM To: Svehlik, Edward; Carney, Amy; Boone, Gregory Cc: Gruber, Tilmann Subject: RE: Rentrak Agreement Thank you Ted, Adding Tilmann to the loop as well since we have tight timing on this for AP purposes

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~ Wayne

From: Svehlik, Edward Sent: Wednesday, February 26, 2014 10:51 AM To: Carney, Amy; Goldstein, Wayne; Boone, Gregory Subject: Rentrak Agreement Hi Amy, Attached are comments/questions to business terms of the Rentrak Agreement. Let me know if you would like me to walk you through them. I have highlighted questions/comments for you in yellow. Greg, As we discussed, I reached out to JoAnn Magno (works for Eric Baum) from the Motion Picture Group to see if they had an existing master in place with Rentrak. They are in the process of negotiating with Rentrak for Box Office information (see attached agreement with JoAnn’s redlines). The agreements are similar in that they have the same “sections” but the wording in most sections is very different. Apparently, for Box Office info, some of the language is required by a third party who provides data to Rentrak. Amy’s team is keen to close this agreement soon (need an invoice before end of fiscal year) and ideally does not want to slow down the deal for MPG. Would you or someone from your team mind looking at the agreement from a legal perspective? Regards, Ted Ted Svehlik Corporate Procurement Sony Pictures Entertainment 10202 West Washington Blvd., SPP 3550 Culver City, CA 90232-3195 Phone: (310) 244-5569 Fax: (310) 244-1727 email: [email protected]

1 – Service Agreement

RENTRAK SERVICE AGREEMENT

(PreAct)

This Service Agreement (“Agreement”) is entered into as of _____________, 2013, between Rentrak Corporation, an Oregon corporation (“Rentrak”), and Sony Pictures Releasing, a _________________ (“Subscriber”).

RECITALS: A. Subscriber desires to access Rentrak’s PreAct Data and reports, which are delivered through Rentrak’s Box Office Essentials reporting system , a proprietary system for collecting box office performance information on theatrical titles from North American exhibitors, processing that information and reporting it in a flexible, user-friendly manner (“Box Office Essentials”).

B. Rentrak is willing to give Subscriber such access, on the terms and conditions hereof.

AGREEMENT:

1. DEFINITIONS. As used in this Agreement:

“Authorized Users” means employees or representatives of Subscriber who are authorized by Rentrak and Subscriber to access the BOE System and who meet any applicable qualifications set forth in Section 2.1.

“Intellectual Property Rights” means all present and future worldwide copyrights, trademarks, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary rights.

“BOE Data” means and includes the PreAct Data and any other data, information or reports that Rentrak may elect to make available to Subscriber or any Authorized User through the BOE System website or otherwise pursuant to this Agreement.

“BOE System” means Box Office Essentials, as such system is made available to Subscriber under this Agreement, as modified, updated or enhanced from time to time.

“PreAct Data” means the pre-release audience conversation data and reports (located at the “PreAct” data tab on the BOE System) made available to Subscriber or any Authorized User pursuant to this Agreement.

2. USE OF BOX OFFICE ESSENTIALS

2.1 Grant of Rights to Access Box Office Essentials. Rentrak hereby grants Subscriber and up to 5 Authorized Users, upon acceptance of and subject to the terms of the TOS, the non-exclusive right for the tTerm (as defined in Section 10.1) of this Agreement to access the BOE System for purposes of viewing and using the BOE Data for Subscriber’s internal business purposes only. All Authorized Users shall be employees of Subscriber whose primary responsibilities are in Subscriber’s [domestic theatrical marketing for the Columbia/Tri-Star motion picture group] and who have a reasonable need for access to the BOE Data in connection with such responsibilities. Any internal use or dissemination of PreAct Data shall include any proprietary statements, notices and disclaimers, and shall in any event include the following: “Source: PreAct, a Product of Rentrak Corporation and Reactor Research. Powered by Crimson Hexagon.” or such other attribution language as Rentrak may reasonably request or is approved by Rentrak. Any internal use or dissemination of BOE Data other than PreAct Data shall include the following: “Source: Box Office Essentials™, a product of Rentrak Corporation”, or such other attribution language as Rentrak may reasonably request or is approved by Rentrak. The parties acknowledge that all BOE Data is “Rentrak Confidential Information” subject to Section 4, and neither Subscriber nor any Authorized User shall have the right to disclose, copy, disseminate, distribute, publish, display to non-Subscriber employees or affiliates or sublicense all or any portion of such data or

2 – Box Office Essentials Service Agreement

information without Rentrak’s prior written consent. It is understood that this Agreement shall not be construed as obligating Rentrak to make available to Subscriber any BOE Data other than PreAct Data.

2.2 Terms of Service. The BOE System and the BOE Data are provided subject to the terms and conditions of this Agreement and the Box Office Essentials Terms of Service (“TOS”), which are located on the Internet at the BOE System website. The TOS, as they may be amended, restated or updated from time to time by Rentrak in accordance with their terms, are by this reference incorporated herein and made a part hereof. In the event of any conflict between the terms of this Agreement and the applicable TOS, the terms of this Agreement shall control. Subscriber agrees to inform its Authorized Users in writing or by e-mail of applicable

2.3 Passwords and Login. All access to the BOE System shall be by password, and each Authorized User shall have his or her own uniquely identifiable login and password. Subscriber agrees to keep its login and password confidential and not disclose the same, and further agrees to notify Rentrak promptly if it has any reason to believe that any third party has unauthorized access to such information. Subscriber shall be responsible for any and all use of the BOE System occurring under its and its Authorized Users logins. If any Authorized User is no longer an employee or representative (as applicable) of Subscriber or otherwise no longer qualifies as an Authorized User, Subscriber agrees to notify Rentrak thereof in writing within five (5) business days thereafter and to use its best efforts to prevent such Authorized User from thereafter accessing the BOE System.

material provisions of this Agreement and to provide them with a copy of the TOS, and further agrees that if any Authorized User does not agree to the same, that Subscriber will notify Rentrak thereof in writing and Rentrak will have the right to terminate such Authorized User’s access to the BOE System. Rentrak reserves the right to terminate or suspend the access rights of any Authorized User who violates the terms of this Agreement or the TOS.

2.4 Support. Rentrak shall provide reasonable technical support to Subscriber with respect to the BOE System.

2.5 Modifications of Box Office Essentials. Rentrak reserves the right at any time to revise and modify the BOE System and website and to alter its features, specifications, capabilities and/or functions (collectively, “Modifications”), without the consent of Subscriber or any Authorized User.

2.6 Ownership of Box Office Essentials. Rentrak is the exclusive owner of the BOE System and all Intellectual Property Rights therein, and nothing in this Agreement shall be construed as granting to Subscriber or any Authorized User any Intellectual Property Rights in the BOE System. All rights not granted to Subscriber are expressly reserved to Rentrak. Subscriber agrees that it shall not have the right to rent, sell, sublicense, transfer, create derivative works based on, or grant any rights in the BOE System or the BOE Data. Rentrak claims a copyright in the compilation of the BOE Data as presented through the BOE System.

3. FEES. In consideration for the grant of rights to Subscriber under Section 2.1, Subscriber agrees to pay Rentrak US$29,166.67 each month during the Tterm of this Agreement (“Monthly Fees”). Monthly Ffees shall be payable on the fifteenth (15th) day of each month and in any event within thirty (30) days after Rentrak’s invoice. [On each annual anniversary of the date of this Agreement, the Mmonthly subscription fFees will be subject to an annual increase equal to the greater of (a) five percent (5%), and (b) the percentage increase, if any, in the CPI over the most recently reported twelve (12) month period as of the applicable anniversary date. As used herein, the “CPI” means the Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, All Items (1982-84 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor

4. CONFIDENTIALITY. Subscriber agrees that it will use Rentrak Confidential Information (as defined below) only for its internal business purposes and as permitted under this Agreement, and will

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renegotiation. The Mmonthly Ffees are net amounts and do not include sales, use, value-added, or similar taxes levied by any applicable federal, state or local governmental entity, except for income taxes levied on Rentrak with respect to such fees. All such sales, use, value-added, and similar taxes, excluding income taxes levied on Rentrak) will be the responsibility of and paid or reimbursed by Subscriber.


restrict disclosure of the Rentrak Confidential Information to Authorized Users and other permitted employees with a need to know and will not disclose any Rentrak Confidential Information to any third party without Rentrak’s prior written

5. AUTHORITY. Each party represents and warrants that such party is duly organized and validly existing under the laws of the state of its organization and has full corporate or company power and authority to enter into this Agreement and to carry out the provisions hereof. In addition, Rentrak represents, warrants and covenants that: (i) Rentrak is the owner, or has the necessary rights thereto, of the BOE System, inclusive of the BOE Data (ii) Rentrak shall comply with all applicable laws, rules and regulations (“Applicable Laws”); (ii) Rentrak is not subject to any obligation preventing or interfering with Rentrak’s performance of its obligations hereunder, and Rentrak has not made and will not make any agreement, commitment, grant or assignment, nor will it do or omit to do any act or thing which could or might interfere with or impair the complete enjoyment of the rights granted to Subscriber hereunder or result in Rentrak’s breach of any of its covenants, obligations, warranties or representations hereunder; (iii) none of the services or rights provided to Subscriber hereunder will infringe upon or violate the proprietary, privacy or any other rights of any third party; and (iv) Rentrak is not currently subject to any existing or threatened litigation or claim regarding any of services, business operations or intellectual property.

approval. Notwithstanding the foregoing, it will not be a breach of this Section for Subscriber to disclose Rentrak Confidential Information if required to do so under law or in a judicial or other governmental investigation or proceeding, provided Rentrak has been given prior notice and Subscriber has sought all reasonable available safeguards against widespread dissemination prior to such disclosure. As used in this Agreement, the term "Rentrak Confidential Information" refers to: (i) any and all BOE Data and any other nonpublic information accessible by logging on to the BOE System website; and (ii) Rentrak’s trade secrets, business plans, strategies, methods and/or practices that are not generally known to the public. Notwithstanding the foregoing, Rentrak Confidential Information specifically excludes: (A) information that is now in the public domain or subsequently enters the public domain by publication or otherwise through no action or fault of Subscriber, its employees or agents (provided, however, that the exclusion in this clause (A) shall not apply to any report generated by the BOE System even if such report is based in part or wholly on data or information in the public domain); (B) information that is known to Subscriber without restriction, prior to receipt from Rentrak, from Subscriber’s own independent sources as evidenced by Subscriber’s written records, and which was not acquired, directly or indirectly, from Rentrak; (C) information that Subscriber receives from any third party reasonably known by Subscriber to have a legal right to transmit such information, and not under any obligation to keep such information confidential; and (D) information independently developed by Subscriber’s employees or agents provided that Subscriber can show that those same employees or agents had no access to the Rentrak Confidential Information received hereunder.

6. NO WARRANTIES. Except as stated in Section 5 above, THE BOE SYSTEM AND THE BOE DATA ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RENTRAK DOES NOT WARRANT THAT THE BOE SYSTEM OR SUBSCRIBER’S ACCESS TO THE WEBSITE AND RELATED SERVICES AND DATA WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE BOE DATA WILL BE ACCURATE OR COMPLETE, AND HEREBY DISCLAIMS ANY AND ALL LIABILITY ON ACCOUNT THEREOF.

7. LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO OBLIGATIONS UNDER SECTIONS 4, 5 AND 8, IN NO EVENT SHALL EITHER PARTY, ITS LICENSORS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR SHAREHOLDERS BE LIABLE UNDER ANY THEORY, INCLUDING BUT NOT LIMITED TO CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR PRODUCT LIABILITY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS OR DATA, BUSINESS INTERRUPTION, OR OTHER PECUNIARY LOSS), ARISING FROM OR RELATING TO THE USE OF OR INABILITY TO USE

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THE BOE SYSTEM OR ANY BOE DATA, INCLUDING DAMAGES RESULTING FROM ERRORS, OMISSIONS OR OTHER INACURRACIES IN THE BOE DATA, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT PREJUDICE TO THE FOREGOING LIMITATION, THE AGGREGATE LIABILITY OF RENTRAK AND ITS LICENSORS TO SUBSCRIBER UNDER THIS AGREEMENT UNDER ANY AND ALL THEORIES, INCLUDING BUT NOT LIMITED TO CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR PRODUCT LIABILITY, SHALL NOT EXCEED THE AMOUNT PAID TO RENTRAK TEN MILLION DOLLARS UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING SIX-MONTH PERIOD. WITHOUT PREJUDICE TO THE FOREGOING LIMITATION, THE AGGREGATE LIABILITY OF SUBSCRIBER UNDER THIS AGREEMENT UNDER ANY AND ALL THEORIES, INCLUDING BUT NOT LIMITED TO CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), SHALL NOT EXCEED THE AMOUNT PAID TO RENTRAK UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING SIX-MONTH PERIOD.

8. INDEMNIFICATION. 7.18.1 Subscriber agrees to indemnify, defend and hold harmless Rentrak, its affiliates,

licensors, and their respective officers, directors, employees and agents from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, arising out of the use or disclosure of any BOE Data in violation of this Agreement or the TOS.Rentrak hereby agrees to defend and hold harmless Subscriber, its parent(s), subsidiaries, licensees, successors, related companies, affiliates and their respective directors, officers, employees, representatives, assigns and agents (“Subscriber Indemnitees”) from and against any third party claim, suit, demand, action or proceeding (“Claims”) arising from or relating to any breach by Rentrak of its representations and warranties of this Agreement or alleging a violation of any copyright, patent, trademark, trade secret or other proprietary right, or any negligence or willful misconduct of Rentrak and Rentrak shall indemnify the Subscriber Indemnitees against any and all judgments, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising therefrom. Rentrak shall defend any such claim, suit, demand, action or proceeding instituted against the Subscriber Indemnitees at Rentrak’s sole cost and expense, and shall pay the amount of any such award, judgment or settlement thereof.

8.8.2 In the event the BOE System and/or the BOE Data are held by a court, administrative body or arbitration panel of competent jurisdiction to constitute an infringement or its use is enjoined, Rentrak shall, at its option, either: (i) procure for Subscriber the right to continue use of the Products or Services; (ii) provide a modification to the Products or Services so that its use becomes non-infringing; or (iii) replace the BOE System and/or BOE Data with products or services which are substantially similar in functionality and performance. If none of the foregoing alternatives is reasonably available to Rentrak, then, in addition to and not in lieu of any claim for damages that Subscriber may have, Rentrak shall refund the Monthly Fees paid by Subscriber.

9.8.3 Subscriber hereby agrees to defend and hold harmless Rentrak, its affiliates and their respective directors, officers, employees and agents (“Rentrak Indemnitees”) from and against any and all Claims relating to or arising from (i) any breach or alleged breach by Subscriber of any of its warranties representations, covenants or other obligations under this Agreement, and/or (ii) arising out of the use or disclosure of any BOE Data in violation of this Agreement or the TOS, and Subscriber shall indemnify Rentrak Indemnitees against any and all judgments, liabilities, damages, costs and expenses (including reasonable outside attorney’s fees) arising therefrom. Subscriber shall defend any such claim, suit, demand, action or proceeding instituted against the Rentrak Indemnitees at Subscriber’s sole cost and expense, and shall pay the amount of any such award, judgment or settlement thereof in connection with this Agreement.

9.18.4 The indemnified party will notify the other party 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

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indemnifying party and/or its insurer(s), so long as such counsel is reasonably acceptable to the indemnified party. Counsel selected by the indemnifying party’s insurer, acting reasonably, shall be deemed reasonably acceptable to the indemnified party. 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. 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, (ii) provide for any non-monetary relief to any person or entity to be performed by the indemnified party, or (iii) would, in any manner, interfere with, enjoin, or otherwise restrict any project and/or production, or the release or distribution of any motion picture, television program or other project, of Subscriber or its subsidiaries or affiliates.

9. Rentrak’s Insurance. Rentrak shall procure and maintain during the Term of this Agreement at its sole cost and expense, the following insurance policies and coverages, and shall otherwise comply with the following requirements, (all limits below are in US Dollars): i) Commercial General (Public) Liability and Excess/Umbrella Liability: USD $3,000,000 per occurrence, USD $5,000,000 aggregate; ii) If applicable, Automobile (Motor) Liability: USD $1,000,000 CSL; iii) If applicable, Automobile (Motor) Physical Damage: 100% Replacement Cost Value; iv) Statutory Workers’ Compensation, (or Country equivalent); v) Employer’s Liability: USD $1,000,000 or local law limit; vi) Professional Liability: USD $3,000,000 per occurrence (Professional Indemnity or Errors & Omissions/Media Liability) USD $5,000,000 aggregate vii) If applicable, the Rentrak will procure and maintain Cyber Insurance to include Technology E&O, Network Security and Data Privacy Liability Insurance in limits of USD $5,000,000 per occurrence and USD $5,000,000 in the aggregate; viii) All Risk Property on equipment, written on a 100% Replacement Cost Value basis on property/equipment/tools/materials that are is leased or owned; Endorsement naming Subscriber, its parent(s), subsidiaries, successors, licensees, related and affiliated companies, their officers, directors, employees, agents, representatives and assigns as additional insureds, or principles of interest as their interest may appear on the above liability policies; ix) Endorsement on all liability policies indicating that the named insured’s insurance is primary and any insurance maintained by Subscriber is non-contributing to any of the named insured’s insurance; x) A Waiver of Subrogation endorsement on Worker’s Compensation & (if applicable) All Risk Property in favor of Subscriber, its parent(s), subsidiaries, successors, licensees, related and affiliated companies, their officers, directors, employees, agents, representatives and assigns; xi) a thirty (30) Day written Notice of Cancellation & Non-Renewal and Severability of Interest clause; The named insured’s Rentrak’s insurance carriers must be licensed in the states and/or countries where services are performed and have an A.M. Best Guide Rating of at least A:VII, or country rating equivalent; xii)

The Rentrak is responsible for any and all deductibles and/or self insured retentions under the Rentrak’s insurance program; xiii) If any of the above policies are written on a claims-made policy the Rentrak’s insurance policies will remain in full force and effect throughout the term of this Agreement and for three (3) years after the expiration or termination of this Agreement.

b. Certificate of Insurance. A Certificate of Insurance and specified endorsements above naming Subscriber as the certificate holder is to be sent to the Subscriber for forwarding to the Risk Management Department prior to any services being rendered hereunder.

10. TERM AND TERMINATION

10.1 Term. Subject to earlier termination pursuant to Section 9.3, this Agreement will begin on the date hereof and continue for a period of one year (“Initial Term”). Thereafter, this Agreement will continue until terminated by either party in accordance with Section 9.2 or 9.3. (“Successive Term”). The Initial Term together with the Successive Term shall be referred to as the “Term.”










































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10.2 Termination by Either Party. Either party may terminate this Agreement at any time after expiration of the Initial Term for any reason upon thirty (30) days prior written notice to the other party.

10.3 Termination by Rentrak. This Agreement may be terminated by Rentrak immediately if Subscriber or any Authorized User breaches any material term or condition of this Agreement or the TOS or if Rentrak no longer has the right to make available the PreAct Data as contemplated in this Agreement.

10.310.4 Termination by Subscriber. This Agreement may be terminated by Subscriber immediately if Rentrak breaches any material term or condition of this Agreement.

10.410.5 Effects of Termination; Removal of Data. Upon termination or expiration of this Agreement for any reason, all rights granted by Rentrak under this Agreement, including the right to access the BOE System and use the BOE Data, will immediately cease. In addition, upon termination or expiration of this Agreement, Subscriber and each Authorized User shall return or destroy (at Rentrak’s election) all electronic or hard copies of the BOE Data, including but not limited to copies residing on leased servers, at hosting services, on disaster recovery servers, in backups or in archives, and within thirty (30) days after termination or expiration of this Agreement, Subscriber shall certify in writing to Rentrak that it has complied with the requirements of this Section 9.4.

11. GENERAL

11.1 Assignment. Neither partySubscriber may not assign or transfer, by operation of law or otherwise, any of its rights under this Agreement or delegate any of its duties under this Agreement to any third party without the other party’s Rentrak’s prior written consent, except that each party shall have the unrestricted right to assign to its parent and/or its and their subsidiaries and affiliates, other than as part of a transaction where the transaction would result in a change of control of the ultimate owner of the party . Any attempted assignment or transfer without the prior written consent of the other party in violation of the foregoing will be void.

11.2 Notices. All notices, consents and approvals under this Agreement shall be delivered in writing by overnight courier (e.g., UPS or Federal Express) or facsimile to the other party at the address set forth beneath such party’s signature, and will be effective when delivered if by courier and upon confirmation of a successful transmission if delivered by facsimile. Either party may change its address by giving notice of the new address to the other party.

11.3 Governing Law; Venue. This Agreement will be governed by the laws of the State of Oregon. Any action or proceeding arising from or relating to this Agreement shall be brought in a federal court in the State of Oregon or in state court in Multnomah County, Oregon, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.

11.4 Attorney Fees. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its reasonable outside attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive, in any bankruptcy case, arbitration proceeding or court case.

11.5 Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

11.6 Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

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11.7 Counterparts. This Agreement may be executed manually or by facsimile in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.

11.8 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a local, regional or national communications or power failure, labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.

11.9 Entire Agreement. This Agreement, any exhibits hereto, and the TOS constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements and communications relating to the subject matter hereof. This Agreement may be amended only by a written document signed by both parties. For clarity, this Agreement does not supersede or amend any existing agreement between the parties relating to Box Office Essentials or International Box Office Essentials.

11.10 No Third Party Beneficiaries. The parties do not intend by this Agreement to confer any right or remedy on any third party.

11.11 Survival. The provisions of Sections 2.6, 4, 5, 6, 7, 8, 9, 10.4 and 101 shall survive any expiration or termination of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date fist set forth above.

RENTRAK: RENTRAK CORPORATION

By:

Name:

Title:

Address for Notice:

5000 Van Nuys Blvd Suite 460 Sherman Oaks, CA 91403 Attn Ron Giambra, President,Worldwide Theatrical Facsimile No. 818-728-8881

SUBSCRIBER: SONY PICTURES RELEASING By:

Print Name:

Title:

Address for Notice:

Facsimile No.:

1 –Master Service Agreement

RENTRAK ESSENTIALS™

MASTER SERVICE AGREEMENT

This Master Service Agreement (this “Agreement”) is entered into as of March 1, 2014 (“Effective Date”), by and between Rentrak Corporation, an Oregon corporation (“Rentrak”) and Sony Pictures Television Inc., a Delaware corporation (“Subscriber”).

RECITALS:

Rentrak is a leading provider of information management and business intelligence services, delivered through Rentrak’s Essentials Business Intelligence Suite of services. Subscriber desires to subscribe to certain Essentials Systems (defined below) and obtain related Essentials Services (defined below), and Rentrak is willing to provide Subscriber with such Essentials Services and access to Essentials Systems on the terms and conditions of this Agreement.

Therefore, the parties agree as follows:

AGREEMENT:

1. DEFINITIONS. Capitalized terms that are not defined in the body of this Agreement or in a System Schedule have the following meanings:

“Authorized Users” means those persons who are designated as authorized users of an

Essentials System pursuant to the terms and conditions of the applicable System Schedule. All Authorized Users shall be employees of Subscriber unless otherwise provided in a System Schedule or otherwise agreed by Rentrak in writing. [AMY: will users always be an employee of SPT, or would we have other business units, contractors, consultants, temps, or other third parties use the system on our behalf?]

“Essentials Data” means and includes any and all data, information and reports available at an Essentials System Site, or otherwise made available to Subscriber or any Authorized User by Rentrak in connection with the provision of Essentials Services or Subscriber’s access to and use of an Essentials System.

“Essentials Services” means, collectively and individually, the Essentials Systems that are described Exhibit A

“Essentials Systems” means, collectively and individually, the Rentrak Essentials-branded and related systems to which Subscriber is subscribing, as designated in

(as amended or replaced from time to time) and the services provided by Rentrak in connection therewith, which products and services are more particularly described in the System Schedules attached hereto or made a part hereof from time to time.

Exhibit A

“Essentials System Site” means the website at which an Essentials System is accessed by Subscriber and its Authorized Users.

and provided through the applicable Essentials System Sites, which systems are more particularly described in the System Schedules attached hereto or made a part hereof from time to time.

“Intellectual Property Rights” means all present and future worldwide copyrights, trademarks, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary rights.

“Marks” means trade names, trademarks or service marks.

“Subscription Year” means, with respect to an Essentials Service, a twelve (12) month period commencing on the effective date of the corresponding Subscription Schedule or any anniversary thereof during the period that such Subscription Schedule remains in effect.


“System Schedules” are, collectively and individually, the schedules attached to this Agreement that describe the Essentials Systems and Essentials Services and set forth certain terms applicable thereto, which schedules are hereby incorporated into this Agreement.

“TOS” means, with respect to each Essentials System, the terms of service applicable to such Essentials System, located at the corresponding Essentials System Site, as such terms of service may be amended, restated or updated from time to time by Rentrak.

2. ESSENTIALS SYSTEMS.

2.1 System Selection. Subject to the terms and conditions of this Agreement and the Systems Schedules attached hereto, Subscriber hereby subscribes to the Essentials Services identified on Exhibit A hereto, and Rentrak hereby agrees to provide to Subscriber such Essentials Services. Access to each Essentials System shall be through the corresponding Essentials System Site. The provisions of the applicable System Schedules (in addition to the terms of this Agreement) shall apply to the Essentials Services and access to and use of each Essentials System, the Essentials System Site and the Essentials Data available through such site. Additional Essentials Services and Essentials Systems may be added to this Agreement upon mutual written agreement of the parties and mutual execution of a System Schedule for such additional Essentials Service and Essentials System. In such case, Exhibit A will be updated accordingly, a copy of the System Schedule for the additional Essentials Service shall be executed by both parties and added to and made a part of this Agreement, and a copy of the updated Exhibit A

2.2 Modifications to Systems. Rentrak reserves the right at any time to revise and modify the Essentials Systems and Essentials System Site, including altering their features, capabilities and/or functions, without the consent of Subscriber or any Authorized User. Rentrak will give Subscriber at least ten (10) days prior notice of the effective date of any modification (“Modification”) that would result in the loss of any material features, capabilities or functions of an Essentials System (“Material Features”). If the loss of any such Material Features materially and adversely affects the benefits Subscriber reasonably expects to obtain from such Essentials System, then Subscriber may elect to give Rentrak written notice thereof, which notice shall specify those Material Features that Subscriber has determined the loss of which would have such a material adverse effect. If Rentrak does not restore such specified Material Features to the reasonable satisfaction of Subscriber within thirty (30) days after the date of such notice, Subscriber’s sole and exclusive remedy shall be to terminate its subscription for the Essentials System that is affected by the Modification, pursuant to Section 11.2 of this Agreement. [Amy: if they make changes to the system which make it less useful/valuable to you, your only right is to terminate. Is that OK? Would you want the right to negotiate a lower price for the less useful info instead?]

and the additional signed System Schedule shall be provided to each party. [GREG: it is a “subscription” here, but a right to view in 3.1? I’m not sure of the actual difference.] [AMY: You are basically getting access to a website here. Do you need the raw data? Do you need historical info after the agreement terminates? Do you need to be able to download data?]

3. GENERAL PROVISIONS APPLICABLE TO ESSENTIALS SERVICES.

3.1 Grant of Access Rights to Subscriber and Authorized Users. Rentrak hereby grants Subscriber and each applicable Authorized User the worldwide, non-exclusive right for the term of this Agreement to access the applicable Essentials System(s) and view and use corresponding Essentials Data, on and subject to the terms and conditions of this Agreement and the applicable Systems Schedules.

3.2 Essentials Systems Services and Features. Each Essentials System will include the features and capabilities and shall provide the reports set forth in the applicable System Schedule. In addition, Rentrak will make available to Subscriber at no additional charge such additional features, capabilities and reports as Rentrak may from time to time generally make available to other subscribers of such Essentials System at no additional charge.


3.3 Customized Work. If Subscriber desires any customized features, capabilities or reports with regard to any Essentials System, and Rentrak agrees to provide the same, Rentrak shall provide Subscriber with a statement of work estimating the cost to perform the customized work, and shall not commence any such work unless and until authorized representatives of both parties have signed such statement of work.

3.4 Essentials Systems Terms of Service. Access to and use of the Essentials Systems and Essentials Data is subject to applicable TOS located at the applicable Essentials System Site, which are by this reference incorporated into and made a part of this Agreement. However, in the event of any conflict between the terms of this Agreement and the TOS, the terms of this Agreement shall control. As such, any provisions of the TOS that are inconsistent with the provisions of this Agreement shall not apply to Subscriber and its Authorized Users, irrespective of whether Subscriber or an Authorized User acknowledges or otherwise consents to such terms when accessing the Essentials System Site. [GREG?]

3.5 Authorized Users. Access to the Essentials Systems shall be by password. Each Authorized User shall have his or her own uniquely identifiable login and password with respect to each Essentials System to which he or she is entitled to access, which login and/or password shall be kept confidential and may not be shared with other persons or otherwise used to permit other persons to access an Essentials System. Subscriber agrees to notify Rentrak promptly if it has any reason to believe that any third party has unauthorized access to such information. Subscriber shall be responsible for any and all use of the Essentials Systems occurring under its and its Authorized Users logins. If any Authorized User no longer meets the qualifications for an Authorized User under this Agreement or a System Schedule, Subscriber agrees to notify Rentrak thereof in writing or by e-mail within five (5) business days thereafter, and will use its best commercially reasonable efforts to prevent such Authorized User from accessing the applicable Essentials System(s). Rentrak reserves the right to terminate or suspend the access rights of any Authorized User who no longer meets the qualifications for an Authorized User or violates the terms of this Agreement, a System Schedule or the applicable TOS, provided Subscriber shall no longer be required to pay fees for such Authorized User.

3.6 Use and Disclosure of Essentials Data. Except as otherwise permitted in a System Schedule, all Essentials Data shall be for Subscriber’s internal use only and to disclose for no monetary consideration StationView Essentials Data to advertisers, sponsors and other third parties consistent with and as reasonably necessary for such business activities, and otherwise no Essentials Data shall be disclosed to any third party without Rentrak’s prior written consent. [AMY: Would you ever give/show it to a third party? Extracted? As part of sales?] Notwithstanding anything to the contrary in this Agreement or a System Schedule, Rentrak reserves the right to impose additional restrictions on Subscriber’s use or disclosure of Essentials Data to the extent the provider of the corresponding raw data imposes such restrictions on Rentrak. Any disclosure of Essentials Data by Subscriber or its Authorized Users, whether or not permitted under a System Schedule, shall be at Subscriber’s risk and Subscriber shall indemnify, defend and hold harmless Rentrak, its officers and employees from and against all losses, expenses, damages and costs, including reasonable outside attorneys' fees, arising therefrom. Any Essentials Data disclosed or made available as permitted hereunder shall identify Rentrak as the source in a location and format reasonably acceptable to Rentrak. Subscriber acknowledges that certain Essentials Data and reports generated by Essentials Systems are based on third party data, that Essentials Data and reports may be inaccurate or incomplete based on inaccurate or incomplete third party data, and that Rentrak does not guaranty the accuracy or completeness of Essentials Data; however, Rentrak agrees to make commercially reasonable efforts to maintiain the accuracy and completeness of Essentials Data.

3.7 General Restrictions Applicable to Essentials Systems and Essentials Data. Except with the prior written consent of Rentrak, Subscriber shall not: (a) delete, obscure, alter, or fail to reproduce any disclaimer or any copyright, trademark or other proprietary notices appearing in or on any Essentials Data or reports generated by an Essentials System; (b) use, copy, reproduce, or duplicate any portion of any Essentials System, or any software related thereto for any purposes except as permitted in this Agreement; (c) disassemble, reverse engineer or decompile or prepare derivative works of any Essentials System, any Essentials System Site, or any software related thereto; (d) rent, sublicense, assign,






transfer, sell or grant to any third party any rights in any Essential Data, Essentials System, any Essentials System Site, or any software related thereto or any derivative works based thereon; (e) permit third parties to access any Essentials System Site via a timesharing, service bureau, or other arrangement; or (f) without prejudice to any restrictions on disclosure in this Agreement or in a System Schedule, disclose or present Essentials Data to any third party in a manner that is modified, incomplete, misstated or otherwise reasonably likely to mislead the recipient, or disclose or otherwise provide Essentials Data to any third party for monetary consideration.

3.8 Service Level Requirements. Authorized Users shall have access to the Essentials Systems 24 hours a day, seven days a week, with a maximum average downtime of four (4) hours per week (computed on a rolling 52-week basis), subject to the force majeure provisions of Section 12.8. [AMY: at this service level they system could be down up to 8.67 days per year. Is that OK?]

3.9 Training. If requested by Subscriber, Rentrak shall at its expense provide Subscriber and applicable Authorized Users with up to five (5) days of training for each Essentials System, which training may be conducted in person at a location mutually acceptable to the parties, by video conference (e.g., WebEx), by teleconference or by other means by which the participants can simultaneously hear each other. Additional training shall be available at Rentrak’s then-current rates.

4. FEES. Subscriber shall pay fees with respect to each Essentials System pursuant to the terms of the applicable System Schedule. Unless otherwise provided in an applicable System Schedule, all annual subscription fees shall be payable monthly within thirty sixty (360) days after receiving Rentrak’s invoice, and other fees shall be payable within thirty sixty (30) days after receiving Rentrak’s invoice therefor. Overdue amounts shall accrue interest at the lesser of the rate of 1.5 percent per month or the highest lawful rate. All fees are net amounts and do not include sales, use, value-added, or any other taxes except for income taxes levied on Rentrak with respect to such fees. All such taxes for which Subscriber is not otherwise exempt will be paid or reimbursed by Subscriber.

5. CONFIDENTIALITY. During the term of this Agreement and thereafter, each party will use and reproduce the other party's Confidential Information only as permitted in this Agreement, will restrict disclosure of the other party's Confidential Information to its employees, consultants or independent contractors with a need to know, and will not disclose the other party's Confidential Information to any third party without the prior written approval of the other party. However, it will not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or other governmental investigation or proceeding, provided the other party has been given prior notice and the disclosing party has sought all reasonable safeguards against widespread dissemination prior to such disclosure. As used in this Agreement, the term "Confidential Information" refers to: (a) the terms and conditions of this Agreement; (b) any information identified as Confidential Information in a System Schedule; (c) with respect to Rentrak, Essentials Data and any other nonpublic information accessible by logging on to an Essentials System Site, subject to any disclosure rights set forth in a System Schedule; and (d) each party's trade secrets, business plans, strategies, methods and/or practices that are not generally known to the public. Notwithstanding the foregoing, Confidential Information specifically excludes (i) information that is now in the public domain or subsequently enters the public domain by publication or otherwise through no action or fault of the other party (provided, however, that the exclusion in this clause (i) shall not allow the disclosure of any report generated by an Essentials System even if such report is based in part or wholly on data or information in the public domain); (ii) information that is known to either party without restriction, prior to receipt from the other party under this Agreement, from its own independent sources as evidenced by such party's written records, and which was not acquired, directly or indirectly, from the other party; (iii) information that either party receives from any third party reasonably known by such receiving party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; and (iv) information independently developed by either party's employees or agents provided that either party can show that those same employees or agents had no access to the Confidential Information received hereunder. In the event of any breach of the provisions of this Section 5, the non-breaching party shall be

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entitled to seek equitable relief, including in the form of injunctions and orders for specific performance, in addition to all other remedies available at law or in equity.

6. REPRESENTATIONS AND WARRANTIES.

6.1 By Rentrak. Rentrak represents and warrants to Subscriber as follows: (a) Rentrak is a corporation validly existing and in good standing under the laws of the State of Oregon and has the power to enter into this Agreement and perform all of its obligations hereunder; (b) the making, execution and performance of this Agreement on behalf of Rentrak have been duly authorized by all necessary corporate action; and (c) the performance of this Agreement by Rentrak does not violate any applicable federal or state laws, rules or regulations. In addition, Rentrak represents, warrants and covenants that: (i) Rentrak is the owner, or has the necessary rights thereto, of the Essentials System, inclusive of the Essentials Data (ii) Rentrak shall comply with all applicable laws, rules and regulations (“Applicable Laws”); (ii) Rentrak is not subject to any obligation preventing or interfering with Rentrak’s performance of its obligations hereunder, and Rentrak has not made and will not make any agreement, commitment, grant or assignment, nor will it do or omit to do any act or thing which could or might interfere with or impair the complete enjoyment of the rights granted to Subscriber hereunder or result in Rentrak’s breach of any of its covenants, obligations, warranties or representations hereunder; (iii) none of the services or rights provided to Subscriber hereunder will infringe upon or violate the proprietary, privacy or any other rights of any third party; and (iv) Rentrak is not currently subject to any existing or threatened litigation or claim regarding any of services, business operations or intellectual property.

6.2 By Subscriber. Subscriber represents and warrants to Rentrak as follows: (a) Subscriber is a corporation validly existing and in good standing under the laws of Delaware, and has the power to enter into this Agreement and perform all of its obligations hereunder; and (b) the making, execution and performance of this Agreement on behalf of Subscriber has been duly authorized by all necessary corporate or company action; and (c) the performance of this Agreement by Subscriber does not violate any applicable federal or state laws, rules or regulations.

7. LIMITATION ON WARRANTIES. THE ESSENTIALS SYSTEMS, THE ESSENTIALS SYSTEM SITES, AND THE ESSENTIALS DATA AVAILABLE AT SUCH SITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. RENTRAK DOES NOT WARRANT THAT THE ESSENTIALS SYSTEMS OR SUBSCRIBER’S ACCESS TO THE ESSENTIALS SYSTEMS SITES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE ESSENTIALS DATA WILL BE ACCURATE OR COMPLETE.

8. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR SHAREHOLDERS BE LIABLE UNDER ANY THEORY, INCLUDING BUT NOT LIMITED TO CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) OR PRODUCT LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS OR DATA, BUSINESS INTERRUPTION, OR OTHER PECUNIARY LOSS), ARISING FROM OR RELATING TO THIS AGREEMENT OR THE USE OF THE ESSENTIALS SYSTEMS, THE ESSENTIALS SYSTEM SITES, OR ANY ESSENTIALS DATA, INCLUDING DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE ANY OF THE FOREGOING OR FROM ERRORS, OMISSIONS OR OTHER INACURRACIES IN THE ESSENTIALS DATA, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT PREJUDICE TO THE FOREGOING LIMITATIONS, THE AGGREGATE LIABILITY OF RENTRAK TO SUBSCRIBER WITH RESPECT TO EACH ESSENTIALS SYSTEM AND THE ESSENTIALS SERVICES, ESSENTIALS DATA AND INFORMATION ASSOCIATED WITH THAT ESSENTIALS SYSTEM, UNDER ANY AND ALL THEORIES, INCLUDING BUT NOT LIMITED TO CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR PRODUCT LIABILITY, SHALL NOT EXCEED THE AMOUNT Formatted: Highlight


PAID OR PAYABLE BY SUBSCRIBER UNDER THE APPLICABLE SYSTEM SCHEDULE OVER THE IMMEDIATELY PRECEDING TWELVE-MONTH PERIOD. [GREG?]

9. INDEMNIFICATION.

9.1 By Rentrak. Rentrak agrees to indemnify, defend and hold harmless Subscriber and its parent(s), subsidiaries, licensees, successors, related and affiliated companies and their respective officers, directors, employees, representatives, assigns and agents, from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, arising out of third party claims based on (a) the breach of any representation or warranty made by Rentrak in this Agreement, (b) Rentrak’s gross negligence or willful misconduct under this Agreement, and (c) Subscriber’s use of the Essentials Systems or Essentials Sites in accordance with the terms of this Agreement infringing on the Intellectual Property Rights of any third party.

9.2 By Subscriber. Subscriber agrees to indemnify, defend and hold harmless Rentrak and its officers, directors, employees and agents, from and against all losses, expenses, damages and costs, including reasonable outside attorneys' fees, arising out of third party claims based on (a) the breach of any representation or warranty made by Subscriber in this Agreement, (b) Subscriber’s gross negligence or willful misconduct under this Agreement, and (cd) the use by Subscriber or any Authorized User of any Essentials System or any Essentials Data in violation of this Agreement.

9.3 Notice and Participation. Except as otherwise stated herein, all indemnitees seeking indemnification pursuant to this Section 9 will give prompt written notice to the party from which it seeks indemnification (the “Indemnifying Party”). The Indemnifying Party shall pay all costs and damages pursuant to any claim or potential claim for which it is liable hereunder, provided that the Indemnifying Party is given prompt written notice of such claim or suit and is given information, reasonable assistance at the Indemnifying Party's expense, and sole authority to defend or settle the claim; provided, however, that failure to give prompt notice will not relieve such Indemnifying Party of any liability hereunder except to the extent the Indemnifying Party has suffered actual material prejudice by such failure. The Indemnifying Party shall have no obligation to indemnify the indemnified party under any settlement made without the Indemnifying Party’s written consent. The parties and their respective indemnitees will reasonably cooperate in the defense or prosecution of any third party claims. Upon receipt of notice of the assertion of a claim, the Indemnifying Party shall promptly employ counsel reasonably acceptable to the indemnified party and shall assume defense of the claim. Counsel selected by the Indemnifying Party’s insurance company, acting reasonably, shall be deemed reasonably acceptable to the indemnified party. The indemnified party shall have the right to employ separate counsel and to participate in (but not control) any such action, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (a) the employment of counsel by the indemnified party has been authorized by the Indemnifying Party, or (b) the Indemnifying Party has not in fact employed counsel to assume the defense of the action within a reasonable time following receipt of the notice given pursuant to this Agreement and such failure is not a result of the indemnified party’s failure to provide notice of the claim to the Indemnifying Party, in each of which cases the fees and expenses of such counsel shall be at the expense of the Indemnifying Party.

[GREG – do we need an insurance provisision here?] Rentrak’s Insurance. Rentrak shall procure and maintain during the Term of this Agreement at its sole cost and expense, the following insurance policies and coverages, and shall otherwise comply with the following requirements, (all limits below are in US Dollars): i) Commercial General (Public) Liability and Excess/Umbrella Liability: USD $3,000,000 per occurrence, USD $5,000,000 aggregate; ii) If applicable, Automobile (Motor) Liability: USD $1,000,000 CSL; iii) If applicable, Automobile (Motor) Physical Damage: 100% Replacement Cost Value; iv) Statutory Workers’ Compensation, (or Country equivalent); v) Employer’s Liability: USD $1,000,000 or local law limit; vi) Professional Liability: USD $3,000,000 per occurrence (Professional Indemnity or Errors & Omissions/Media Liability) USD $5,000,000 aggregate vii) If applicable, the Rentrak will procure and maintain Cyber



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Insurance to include Technology E&O, Network Security and Data Privacy Liability Insurance in limits of USD $5,000,000 per occurrence and USD $5,000,000 in the aggregate; viii) All Risk Property on equipment, written on a 100% Replacement Cost Value basis on property/equipment/tools/materials that are is leased or owned; Endorsement naming Subscriber, its parent(s), subsidiaries, successors, licensees, related and affiliated companies, their officers, directors, employees, agents, representatives and assigns as additional insureds, or principles of interest as their interest may appear on the above liability policies; ix) Endorsement on all liability policies indicating that the named insured’s insurance is primary and any insurance maintained by Subscriber is non-contributing to any of the named insured’s insurance; x) A Waiver of Subrogation endorsement on Worker’s Compensation & (if applicable) All Risk Property in favor of Subscriber, its parent(s), subsidiaries, successors, licensees, related and affiliated companies, their officers, directors, employees, agents, representatives and assigns; xi) a thirty (30) Day written Notice of Cancellation & Non-Renewal and Severability of Interest clause; named insured’s Rentrak’s insurance carriers must be licensed in the states and/or countries where services are performed and have an A.M. Best Guide Rating of at least A:VII, or country rating equivalent; xii)

Rentrak is responsible for any and all deductibles and/or self insured retentions under Rentrak’s insurance program; xiii) If any of the above policies are written on a claims-made policy Rentrak’s insurance policies will remain in full force and effect throughout the term of this Agreement and for three (3) years after the expiration or termination of this Agreement.

b. Certificate of Insurance. A Certificate of Insurance and specified endorsements above naming Subscriber as the certificate holder is to be sent to the Subscriber for forwarding to the Risk Management Department prior to any services being rendered hereunder. 9.3

10. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS.

10.1 Rentrak Systems. As between Rentrak and Subscriber, Rentrak owns and shall retain ownership of all rights, including Intellectual Property Rights, in all Essentials Systems, the Essentials System Sites, and all software related thereto, and no rights or licenses thereto or to Essentials Data are granted to Subscriber except as expressly provided for in this Agreement. Subscriber acknowledges that Rentrak claims a copyright in the compilation of the Essentials Data as presented through the Essentials System Sites. Rentrak expressly reserves all rights not granted to Subscriber with respect to the Essentials Systems or the Essentials System Sites. [AMY: Is there anything you would expect to own with respect to the data? Are you going to make derivative works from it (e.g. put it in sales docs?)]

10.2 Trademarks. Neither party shall use the other party’s trade Marks without the other party’s prior written consent or except as otherwise permitted under this Agreement or a System Schedule. Upon termination of this Agreement for any cause whatsoever, any permission to use the other party’s Marks shall cease. Each party’s Marks are its exclusive property, and neither party has or will acquire any Intellectual Property rights in the other party’s Marks by reason of this Agreement or of the permission to use the same hereunder.

11. TERM AND TERMINATION

11.1 Term. The term of this Agreement will begin on the date of this Agreement and will continue for three (3) years. This Agreement will be extended for additional one-year terms upon request by Subscriber (each a “Renewal Term”). The pricing for each Renewal term shall not increase by more than the lesser of CPI or 3%. [AMY: I assume you want the right to renew and cap on annual increases in years beyond the initial 3 year term]

11.2 Termination of System Schedule. This Agreement may be partially terminated with respect to a System Schedule and the corresponding Essentials Services: (a) by Subscriber in the event of a material modification of the corresponding Essentials System or Essentials System Site, as and to the
























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extent set forth in Section 2.2 (Modifications to Systems); and (b) by either party if (i) the other party breaches any provision of a System Schedule or any provision of this Agreement applicable to a specific Essentials System and does not cure the breach, if curable, within thirty (30) days after written notice thereof specifying the default in reasonable detail. [AMY: do you need to terminate for any reason other than breach?]

11.3 Termination of Agreement. This Agreement, including all System Schedules, may be terminated by either party if the other party breaches any material provision of this Agreement that does not relate exclusively to rights and obligations with respect to a particular Essentials System and does not cure the breach, if curable, within thirty (30) days after written notice thereof specifying the default in reasonable detail.

11.4 Effects of Termination; Return and Removal of Data. Upon termination or expiration of any System Schedule for any reason (including termination or expiration of this Agreement), all rights granted by Rentrak with respect to the corresponding Essentials System, including the right to access the Essentials System Site and use the corresponding Essentials Data, will immediately cease; provided, however, Subscriber will retain the right, to continue to use for internal business purposes Essentials Data obtained from the Essentials System in the regular course of business prior to such termination or expiration, subject to applicable restrictions set forth in this Agreement or the System Schedule and subject to the terms and limitations of any agreements between Rentrak and any third party data provider (“Third Party Restrictions”). In the event of any applicable Third Party Restrictions, Rentrak will notify Subscriber thereof promptly upon termination.

12. GENERAL

12.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, successors and permitted assigns. Neither party may assign any of its rights under this Agreement, other than to an entity that controls, is controlled by, or is under common control with the assigning party or in connection with a merger or acquisition of all or substantially all of such party’s stock or assets, without the prior written consent of the other party, which shall not be unreasonably withheld or delayed.

12.2 Notices. All notices, consents and approvals under this Agreement must be delivered in writing by courier, facsimile (fax), or by certified or registered mail (postage prepaid and return receipt requested) to the other party at the address set forth beneath such party’s signature, and will be effective when delivered if by courier, upon confirmation of a successful transmission if delivered by facsimile, and three (3) business days after being deposited in the mail if mailed by certified or registered mail. Either party may change its address by giving notice of the new address to the other party.

12.3 Governing Law. This Agreement will be governed by the laws of the State of New York.

12.4 Costs and Expenses. Except as otherwise set forth in this Agreement, each party shall be responsible for its own costs and expenses incurred hereunder.

12.5 Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

12.6 Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

12.7 Counterparts. This Agreement may be executed manually or by facsimile in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.

12.8 Force Majeure. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a local, regional or national



communications or power failure or interruption, labor dispute outside of the party’s reasonable control, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.

12.9 Entire Agreement. This Agreement, the schedules and exhibits hereto, and the TOS constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, proposals, and communication, whether written or oral, regarding the subject matter hereof. This Agreement may be amended only by a written document signed by both parties.

12.10 No Third Party Beneficiaries. The parties do not intend by this Agreement or any System Schedule to confer any right or remedy on any third party.

12.11 Survival. The provisions of Sections 3.6, 3.7, 5 through 10, 11.4 and 12 and any provisions of a System Schedule that according to the terms thereof survives termination of such schedule, shall survive any expiration or termination of this Agreement or the System Schedule, as applicable.

12.12 Relationship of Parties. No employee, agent, representative or other party under the control of a party is or shall be considered an employee of the other party for any reason whatsoever and shall not have any rights to, or participate in, any pension or welfare plan, or any other benefit which a party now or hereafter maintains for or provides to its own employees. Neither this Agreement nor the cooperation of the parties contemplated under this Agreement will be deemed or construed to create any partnership, joint venture or agency relationship between the parties. Neither party nor any person acting on behalf of a party is or shall be deemed to be the legal representative or agent of the other party for any purpose whatsoever, and neither party is or will hold itself out to be authorized by the other party to transact business, incur obligations, express or implied, or otherwise act in any manner, in the name of or on behalf of the other party, or to make any guarantee, promise, warranty or representation with respect to the other party’s services or any other matter in the name of or on behalf of the other party.

12.13 Press Releases. With prior written approval from Subscriber, Rentrak shall have the right to announce this Agreement immediately upon execution by both parties and shall have the right to identify Subscriber as a customer in marketing materials or in public announcements pertaining to the applicable Essentials System(s). With respect to any otherll press releases or public announcements relating to this Agreement, the parties shall work together to mutually approve the same in writing in advance.


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

RENTRAK: RENTRAK CORPORATION By: Print Name: Chris Wilson Title: President, National Linear Television Date:___________________________________ Address for Notices: 7700 NE Ambassador Pl Portland, OR 97220 Attn: Fax: Email:

SUBSCRIBER: SONY PICTURES TELEVISION, INC By: Print Name: Title: Date:___________________________________ Address for Notices: Attn: Fax: Email:


EXHIBIT A

ESSENTIALS SYSTEMS

The Essentials Systems that Rentrak will make available to Subscriber and to which Subscriber is

subscribing under this Master Service Agreement include each of the following:

StationView Essentials

TV Essentials

Syndicated Programming Essentials


STATIONVIEW ESSENTIALS SYSTEM SCHEDULE

This System Schedule is entered into by and between Rentrak and Subscriber pursuant to the terms and conditions of that certain Master Services Agreement dated March 1, 2014 (“Master Agreement”), and is hereby incorporated by reference into the Master Agreement. This System Schedule shall be effective as of the effective date of the Master Agreement (“Effective Date”).

1. CAPITALIZED TERMS. Capitalized terms set forth in this System Schedule that are not defined in this Section 1 or elsewhere in this schedule shall have the meaning set forth in the Master Agreement. As used in this System Schedule, the following terms have the following meanings:

“StationView Essentials” means Rentrak’s reporting system for television programming and advertising with a focus on markets and local stations, as such system is modified, updated or enhanced from time to time.

“StationView Essentials Data” means and includes all data, information and reports available at the StationView Essentials website or otherwise made available or provided by Rentrak to Subscriber or any Authorized User pursuant to this Agreement.

2. STATIONVIEW ESSENTIALS FEATURES. StationView Essentials will include the features and capabilities and shall provide the reports set forth in Schedule 2 with respect to all television markets that are reportable within StationView Essentials, as well as such other features, capabilities and reports as Rentrak may elect to make available to Subscriber from time to time.

3. AUTHORIZED USERS. The subscription fee payable under this System Schedule shall include access to StationView Essentials for up to twenty (20) Authorized Users. If Subscriber desires to designate additional Authorized Users, Subscriber shall pay Rentrak a fee of $4,000 per year for each additional Authorized User. [Amy: Is this the business deal?]

4. DISCLOSURE RIGHTS AND RESTRICTIONS. Notwithstanding any terms in the Master Agreement, Subscriber shall have the right during the term of this System Schedule to use the StationView Essentials Data internally for its customary and ordinary business activities and to disclose for no monetary consideration StationView Essentials Data to advertisers, sponsors and other third parties consistent with and as reasonably necessary for such business activities. Notwithstanding the foregoing, Subscriber may not disclose or display the actual number of reporting set top boxes or households, either in writing, electronically or verbally.

5. STATIONVIEW ESSENTIALS FEES. For the StationView Essentials services provided under this System Schedule, Subscriber shall pay following fees:

For Year One:

- $450,000 for subscription to historical data for the period March 1, 2012 through February 28, 2014, billed in March 2014 and, notwithstanding the payment terms in the Master Agreement, payable within 60 days of Rentrak’s invoice.

- $450,000 for the annual subscription fee the Subscription Year March 2014 through February 2015 (Subscription Year one).

For Subscription Years two and three: $900,000 for each year.

Notwithstanding the foregoing, the annual subscription fee will increase to $1,200,000 in Subscription Year two and $1,900,000 in Subscription Year three in the event that Subscriber utilizes StationView Essentials Data as its primary transactional currency with regards to advertising sales, the negotiation of Audience Underdelivery Units (ADU’s)/“Makegoods” with television stations, or the negotiation of Subscriber’s programming rates with station ownership groups or individual television stations (“Primary Currency”). [AMY: does this reflect the business deal? Also, will there be a clear way to measure when ED becomes our “Primary transactional currency?” Subscriber will provide prompt written notice to





Rentrak at such time that in its reasonable opinion the StationView Essentials is being used as the Primary Currency which notice shall specify the date such use commenced. The increase in fee as described herein will begin upon such date with subscription fees to be prorated as of such date.

6. SUPPORT. Rentrak will provide support for StationView Essentials as follows:

• During Regular Business Hours of 8 a.m. – 5 p.m. Pacific Standard Time, a dedicated customer support representative will be available at a toll free number. The current toll free number is: 1-866 333-6212.

• Questions or comments will also be supported via a dedicated email. This email address is currently: [email protected].

• 24 hour emergency technical support is also available via a pager system. The current emergency contact instructions are to email: [email protected].

• All numbers and emails are subject to change; commercially reasonable efforts will be made to provide 7 days prior written notice of such changes.

7. TERM OF SYSTEM SCHEDULE. Unless this Schedule is otherwise terminated under the Agreement, Tthe term of this System Schedule shall be from the Effective Date until the expiration of the Master Agreement. This System Schedule is subject to the termination provisions of the Master Agreement.

mailto:[email protected]�



SCHEDULE 2

• Executive Dashboard • Site News • Data Control Report

o STBs Loaded o Households Loaded o Hours Loaded

• Market Rating Comparison • Change Password • Station Performance Summary • Station Detail

o Sec-by-Sec o Series o Trends o Audience Duplication o Schedule o National Demographics (top stations only)

• Station View Comparison • Station Schedule Comparison • Station Audience Duplication • Performance by Series • Series Detail

o Episodes o Trends o National Geodemographics (top series only)

• Series Comparison • Performance by Telecast • Telecast Detail • Usage Summary • Competitive Daypart Summary

o Station Summary o Competitive Dayparts

• News Summary * Reports subject to change


TV ESSENTIALS SYSTEM SCHEDULE



“TV Essentials” means Rentrak’s reporting system which provides subscribers, networks, advertisers and advertising agencies and their clients with a transactional tracking and reporting system for television programming and advertising, as such system is modified, updated or enhanced from time to time.

“TV Essentials Data” means and includes all data, information and reports available at the TV Essentials website or otherwise made available or provided by Rentrak to Subscriber or any Authorized User pursuant to this Agreement.

2. TV ESSENTIALS FEATURES. TV Essentials will include the features and capabilities and shall provide the reports set forth in Schedule A, as well as such other features, capabilities and reports as Rentrak may elect to make available to Subscriber from time to time, and the segmentation data as set forth in Schedule A.1. and Schedule A.2. 3. AUTHORIZED USERS. The subscription fee payable under this System Schedule shall include access to TV Essentials for up to twenty (20) Authorized Users. If Subscriber desires to designate additional Authorized Users, Subscriber shall pay Rentrak a fee of $4,000 per year for each additional Authorized User. [AMY: is this the business deal?]

4. DISCLOSURE RIGHTS AND RESTRICTIONS. Subscriber shall have the right during the term of this System Schedule to use the TV Essentials Data only on behalf of the Sony Movie Channel and Sony Cine (at such point that Sony Cine data may become available in TV Essentials) internally for its customary and ordinary business activities and to disclose for no monetary consideration TV Essentials Data to advertisers, sponsors and other third parties consistent with and as reasonably necessary for such business activities. Notwithstanding the foregoing, Subscriber may not disclose or display the actual number of reporting set top boxes or households, either in writing, electronically or verbally.

5. SUBSC R I B E R SUPPO R T FO R A G E NC Y A DO PT I O N. Subscriber shall use good faith efforts to work with Spark, Starcom Initiative and Universal McCann to steward the adoption of TV Essentials Data as an advertising planning and buy currency within the industry.[GREG: Are you OK with this commitment as written?]

6. FEES. For the services provided under this System Schedule, Subscriber shall pay an annual subscription fee of $180,000 [AMY: is this the business deal?]

7. SUPPORT. Rentrak will provide support for TV Essentials as follows:












8. TERM OF SYSTEM SCHEDULE. Unless this Schedule is otherwise terminated under the Agreement, theThe term of this System Schedule shall be from the Effective Date until the expiration of the Master Agreement. This System Schedule is subject to the termination provisions of the Master Agreement.


SCHEDULE A

TV Essentials Reports

HOME Menu

Executive Dashboard

The Executive Dashboard is the TV Essentials home page. It provides an overview of network performance over the last complete broadcast week. It illustrates broad daily and weekly trends in the U.S. television household universe.

System Updates

The System Updates page announces events such as product updates, system maintenance, and other pertinent information.

New Features

Each month we will describe new system features, improvements, and modifications.

NATIONAL Menu

HUT Trend

This report presents a trending chart of Households Using Television (HUT).

Viewing Time Trend

This report provides two charts of Average Audience: • hourly viewing trends for each day of the week

• daypart viewing by day of the week

In addition, Average Audience for the hourly viewing trends is presented in a table.

MARKET Menu

Market Summary

The Market Summary report ranks TV markets by a number of monthly, weekly, or daily measurements, including: • Rating

• Average Audience

• STBs

• Households

• Total Hours Viewed

Run the report for a specific network or for all networks.

Market Detail / Overview

The Market Detail Overview provides information within the selected TV market. There are four distinct sections, from top to bottom: • Top 20 Telecasts -- top telecasts in the market, ranked by Average Audience, for the selected week or day


• Top 20 Networks -- top networks in the market, ranked by Total Hours Viewed, for the selected week or day

• Average Hours per Household -- a trending bar chart, running for eight weeks and ending with the selected week

• Total Households -- a trending bar chart, running for eight weeks and ending with the selected week

Market Detail / Trend

This report shows a trending chart of the following measurements in the selected market: • Rating


• Households

• Hours per Viewing Household

Market Monthly Trend

For each of the selected markets, this report shows the following performance measurements over a range of months: • Rating

• Share



• Households

Market Comparison

This report compares network performance from market-to-market and market-to-nation by these key measurements: • Rating



• Households

Market Heat Map

The Market Heat Map provides a graphical representation of network viewership at the DMA level. Each of the nation's DMAs is color-coded, with red indicating the highest market viewing compared to national viewing and blue indicating the lowest.

NETWORK Menu

Network Summary

Network Summary shows a variety of network performance numbers for networks that are selected. Rank the networks by any of the available measurements. Filter the report by: • quarter, month, week, or day


• industry standard daypart and weekpart

• custom daypart

Network Detail / Overview

This report provides a variety of performance numbers in the selected date range. There are three distinct sections: • a trending chart of daily ratings

• a table of telecast level measurements

• a table of market level measurements

Network Detail / Trend

This report shows a trending chart of the following measurements for the selected network: • Rating

• Share

• Households


Network Detail / Performance

Network Detail / Sec-by-Sec

Network Detail / Hr-by-Hr

Network Detail / Duration

Network Detail / Audience Duplication

This report compares audience duplication for any number of networks, broken down by daypart. It calculates duplication as the percentage of one network's audience that, during the same month, watches another.

Network Feed Summary

Network Feed Summary shows a variety of performance numbers for individual network feeds.

Network Feed Detail / Market

Network Feed Detail / Trend

This report shows a trending chart of the following measurements for the selected network feed: • Rating

• Share

• Households



Network Feed Detail / Schedule

This report shows the network feed programming that aired during a selected week. Display the schedule for the weekdays, the weekend, or both.

Network Monthly Trend

This report allows comparison of trends of several networks from one month to the next, over a range of months.

Network Comparison

This report provides side-by-side view of performance numbers for selected networks during a given broadcast week.

Network Quarter Hour Comparison

For up to five cable networks, compare household measurements and demographic measurements, broken down into 15 minute intervals.

Network Audience Duplication

This report calculates and displays the percentage of one network's audience that watches another during a month.

First Views Summary

This report identifies the percentage of viewers that tune to a network at the beginning of each daypart, for each day in a selected week.

Network Demographics / Demographics

This report provides demographic measurements for networks during a broadcast month.

Network Demographics / Lifestyle

This report provides demographic measurements for networks during a broadcast month.

Network Demographic Trend / Demographics

This report provides demographic measurements for networks across a set of broadcast months.

Network Demographic Trend / Lifestyle

This report provides demographic measurements for networks across a set of broadcast months

Network Hourly Demographic Trend

This report provides hour-by-hour demographic measurements of networks for a variety of time frames: daily, weekly, monthly, or an aggregated range of days.

TELECAST Menu

Telecast Summary

Telecast Summary report allows comparison of performances of various telecasts, airing during a selected day, a selected week, a selected month, or any selected date range.

Telecast Detail / Sec-By-Sec

This report charts audience size throughout a telecast, in 30 second intervals.


Telecast Detail / Episodes

The report displays performance measurements for all episodes of the selected series.

Telecast Detail / TV Market

Telecast Detail / Audience Flow

Shows channel changing trends by viewing the percentage of a selected program's audience that tunes to other programs (loss) and tunes from other programs (gain), in five minute intervals. The report shows this gain and loss flow for the five telecasts that share the most viewers with the selected telecast (displayed at the top of the screen). The bottom of the report displays performance measurements for the 20 top-rated telecasts that air at the same time.

Telecast Detail / Lead In/Out

This report shows channel changing trends by comparing the shared audience between the selected program and programs airing before (lead in) and after (lead out). The report lists up to five lead-in programs and up to five lead-out programs. A chart at the bottom of the report graphs the network's Average Audience for the time period before, during, and after the selected telecast.

Telecast Detail / Audience Retention

Audience Retention charts the percentage of viewers that a network retains after a telecast ends. A schedule above the chart displays the network's programming schedule.

Telecast Detail / Heat Map

The Telecast Detail / Heat Map provides a graphical representation of telecast viewership at the DMA level. Each of the nation's DMAs is color-coded, with red indicating the highest market viewing compared to national viewing and blue indicating the lowest.

Series Search

With the Series Search report, the user can generate a custom Series Summary report, showing all titles that share a common keyword, such as “standing."

Series Summary

Use the Series Summary report to compare performance of various series, airing during a selected day, week, month, or any selected date range.

Series Detail / Episodes

This report displays household measurements and demographic measurements for each episode of the selected series, during a week range or day range. Use the Rating, Share, and Average Audience measurements to help identify performance anomalies from episode to episode.

Series Detail / Trend

This report shows a trending chart of the following measurements for the selected series: • Rating

• STBs

• Households


Series Comparison

Series Demographics / Demographics

Series Demographics / Lifestyle

* Reports subject to change


SCHEDULE A.1

AUTOMOBILE SEGMENTATION DATA

Subscriber wishes to access certain additional automobile segmentation data 1 (the “Automobile

Segmentation Data”), and Rentrak is willing to permit Subscriber to have such access, on the terms and conditions of this schedule.

Therefore, the parties agree as follows: 1. ACCESS TO AUTOMOBILE SEGMENTATION DATA. Subscriber will have the right to access

the Automobile Segmentation Data during the term of this System Schedule. The Automobile Segmentation Data is provided subject to (a) the same restrictions and obligations on use and disclosure as are applicable to use and disclosure of TV Essentials Data under this System Schedule and/or the Master Agreement, it being understood that the Automobile Segmentation Data will be Rentrak “Confidential Information” under the Master Agreement, and (b) the same disclaimers and limitations on warranties and liability as are applicable to TV Essentials Data under the Master Agreement.

2. FEES. The fee for the Automobile Segmentation Data will be included in the subscription fee outlined for TV Essentials.


SCHEDULE A.2 ADVERTISING OCCURRENCE DATA

Subscriber wishes to access certain additional advertising occurrence data via reports available on the national TV Essentials system (for clarity, not via StationView Essentials) that categorize, identify and evaluate the performance of advertisements that have run on cable and broadcast networks (the “Advertising Occurrence Data”), and Rentrak is willing to permit Subscriber to have such access, on the terms and conditions of this Schedule.

Select as appropriate: __________ Subscriber is not a current subscriber to the Advertising Occurrence Data via an

agreement with Competitive Media Reporting, LLC, d/b/a KANTAR Media | Intelligence __________ Subscriber is a current subscriber to the Advertising Occurrence Data via an

agreement with Competitive Media Reporting, LLC, d/b/a KANTAR Media | Intelligence Therefore, the parties agree as follows:

1. ACCESS TO ADVERTISING OCCURRENCE DATA. During the term of this System Schedule, Subscriber will have the right to access the Advertising Occurrence Data. The Advertising Occurrence Data is deemed included in the TV Essentials Data and is provided subject to all of the terms of the Agreement including, without limitation, (a) the same restrictions and obligations on use and disclosure as are applicable to use and disclosure of TV Essentials Data under this System Schedule and/or the Master Agreement, it being understood that the Advertising Occurrence Data will be Rentrak “Confidential Information” under the Master Agreement, and (b) the same disclaimers and limitations on warranties and liability as are applicable to TV Essentials Data under the Agreement.

2. FEES. The fee for the Advertising Occurrence Data will be included in the subscription fee

payable for TV Essentials

3. SUBSC R I PT I O N ST A T US. If Subscriber is a current subscriber to the Advertising Occurrence Data via an agreement with Competitive Media Reporting, LLC, d/b/a KANTAR Media | Intelligence then Subscriber will promptly notify Rentrak if such agreement expires or is terminated.


NATIONAL SYNDICATED PROGRAMMING ESSENTIALS SYSTEM SCHEDULE



“Syndicated Programming Essentials” means the dashboard tool for selected syndicated shows that provides performance data at the national and local level.

“Syndicated Programming Essentials Data” means and includes all data, information and reports available via Syndicated Programming Essentials or otherwise made available or provided by Rentrak to Subscriber or any Authorized User pursuant to this Agreement.

2. “Syndicated Programming Essentials” will include the information as further described in Schedule 2 and will be delivered to Subscriber on a monthly basis via access to a view via Clickstream software.

3. DISCLOSURE RIGHTS AND RESTRICTIONS. Subscriber shall have the right during the term of this System Schedule to use the Syndicated Programming Essentials Data internally on behalf of its syndicated programming business for its customary and ordinary business activities and to disclose for no monetary consideration Syndicated Programming Essentials Data to advertisers, sponsors and other third parties consistent with and as reasonably necessary for such business activities.

4. FEES. For the services provided under this System Schedule, Subscriber shall pay an annual subscription fee of $420,000. Notwithstanding the foregoing, the annual subscription fee for Syndicated Programming Essentials will increase to $750,000 in the event that Subscriber utilizes Syndicated Programming Essentials Data as its primary transactional currency with regards to sale of its syndicated programming (“Primary Currency”). [AMY: Is this the business deal?] Subscriber will provide prompt written notice to Rentrak at such time that in its reasonable opinion the Syndicated Programming Essentials is being used as the Primary Currency, which notice shall specify the date such use commenced. The increase in fee as described herein will begin upon such date, with subscription fees to be prorated as of such date. 5. SUPPORT. Rentrak will provide support for TV Essentials as follows:





6. TERM OF SYSTEM SCHEDULE. Unless this Schedule is otherwise terminated under the Agreement, theThe term of this System Schedule shall be from the Effective Date until the expiration of





the Master Agreement. This System Schedule is subject to the termination provisions of the Master Agreement.


SCHEDULE 2

SYNDICATED PROGRAMMING ESSENTIALS Rentrak’s Syndicated Programming Essentials provides daily access to a Clickview dashboard tool that provides monthly performance data at the national and local level with ratings, average audience and index details for each of the series identified below: The Queen Latifah Show Dr Oz King of Queens Seinfeld Community Rules of Engagement REPORTS: The reporting will be delivered at the close of each month’s final data (generally on the 20th of the following Month) and will include national performance data with the following detail:

• By Local Market • By Daypart • By Network Affiliate • By Local Market Rank • Trend Reports • Heat Map Report

DEMOGRAPHIC SEGMENTATION: The reporting will also include demographic segmentation for the following demographic breaks:

Age Gender Breaks: A 18 to 49 A 25 to 54 A 50+ HH Income and Credit Worthy Breaks: $30,000 to $39,999 $40,000 to $49,999 $50,000 to $74,999 $75,000+ $100,000+ $150,000+ $200,000+ 225 Polk Automotive Breaks: Polk Affinity All Reportable Segments Polk Make/Model All Reportable Segments

1

Allen, Louise

From: Allen, LouiseSent: Friday, February 28, 2014 1:57 PMTo: Luehrs, DawnSubject: FW: Rentrak Agreement

So Erica at Info Security is involved already …


From: Svehlik, Edward Sent: Friday, February 28, 2014 1:44 PM To: Allen, Louise Subject: RE: Rentrak Agreement yes Ted Svehlik Corporate Procurement Sony Pictures Entertainment 10202 West Washington Blvd., SPP 3550 Culver City, CA 90232-3195 Phone: (310) 244-5569 Fax: (310) 244-1727 email: [email protected]

From: Allen, Louise Sent: Friday, February 28, 2014 10:44 AM To: Svehlik, Edward Cc: Luehrs, Dawn Subject: RE: Rentrak Agreement Is that Erica Mendez in Info Security?


From: Svehlik, Edward Sent: Friday, February 28, 2014 1:40 PM To: Allen, Louise Subject: RE: Rentrak Agreement Hi Louise,

2

We have filled out the info sec questionnaire for Eric Mendez and the Data Protection Worksheet for Courtney Schaberg. I’m happy to send them along to you if they are helpful? Regards, Ted Ted Svehlik Corporate Procurement Sony Pictures Entertainment 10202 West Washington Blvd., SPP 3550 Culver City, CA 90232-3195 Phone: (310) 244-5569 Fax: (310) 244-1727 email: [email protected]

From: Allen, Louise Sent: Friday, February 28, 2014 10:25 AM To: Boone, Gregory; Luehrs, Dawn Cc: Taylor, Dawn; Zechowy, Linda; Barnes, Britianey; Svehlik, Edward; Carney, Amy; Goldstein, Wayne; Gruber, TilmannSubject: RE: Rentrak Agreement Greg … will subscribers simply be accessing Rentrak’s data on Rentrack’s website using a subscriber code? Will Rentrak have any access to Sony systems or Sony confidential info? I am trying to determine if there are any technology security issues in order to determine what insurance we might require from Rentrack.



From: Boone, Gregory Sent: Thursday, February 27, 2014 9:47 AM To: Taylor, Dawn; Allen, Louise; Zechowy, Linda; Barnes, Britianey Cc: Svehlik, Edward; Carney, Amy; Goldstein, Wayne; Gruber, Tilmann Subject: FW: Rentrak Agreement To Risk Management: Attached is a draft agreement between SPT and a vendor. Please review this, particularly Ted’s suggestion re insurance in section 9.3. Thanks.

lallen

Pencil

lallen

Pencil

1

Allen, Louise

From: Allen, LouiseSent: Friday, February 28, 2014 3:08 PMTo: Luehrs, DawnSubject: RE: Rentrak Agreement

I took it out.


From: Luehrs, Dawn Sent: Friday, February 28, 2014 2:02 PM To: Allen, Louise Subject: Re: Rentrak Agreement Ok - let's see what happens

From: Allen, Louise To: Luehrs, Dawn Sent: Fri Feb 28 10:41:17 2014 Subject: RE: Rentrak Agreement

The agreement is set up now requesting all our std insurance incl. $5M media liab, etc. I could just leave it in tho I don’t know that it is req’d.


From: Luehrs, Dawn Sent: Friday, February 28, 2014 1:39 PM To: Allen, Louise Subject: Re: Rentrak Agreement Always a good practice to ck in with him but if they aren't installing anything nor have access to our data, wouldn't think coverage is necessary. What would happen if we couldn't access the info - any way we could actually suffer a loss? Wouldn't seem so.

From: Allen, Louise To: Luehrs, Dawn; Zechowy, Linda Cc: Barnes, Britianey; Herrera, Terri Sent: Fri Feb 28 10:30:45 2014 Subject: FW: Rentrak Agreement

2

Do you see any need for insurance from this vendor? It appears we are just logging onto their website and looking at box office data they have compiled. Should Mike Melo’s group be involved?


From: Goldstein, Wayne Sent: Friday, February 28, 2014 1:28 PM To: Allen, Louise; Boone, Gregory; Luehrs, Dawn Cc: Taylor, Dawn; Zechowy, Linda; Barnes, Britianey; Svehlik, Edward; Carney, Amy; Gruber, Tilmann Subject: RE: Rentrak Agreement That is correct Our team will login to Rentrak’s website to view report/data. Rentrak will not be accessing any Sony data

~ Wayne

From: Allen, Louise Sent: Friday, February 28, 2014 10:25 AM To: Boone, Gregory; Luehrs, Dawn Cc: Taylor, Dawn; Zechowy, Linda; Barnes, Britianey; Svehlik, Edward; Carney, Amy; Goldstein, Wayne; Gruber, TilmannSubject: RE: Rentrak Agreement Greg … will subscribers simply be accessing Rentrak’s data on Rentrack’s website using a subscriber code? Will Rentrak have any access to Sony systems or Sony confidential info? I am trying to determine if there are any technology security issues in order to determine what insurance we might require from Rentrack.



From: Boone, Gregory Sent: Thursday, February 27, 2014 9:47 AM

lallen

Pencil

Documents

Allen, Louise - WikiLeaks Allen/Contracts in Process/SPT...2 I am trying to determine if there are any technology security issues in order to determine what insurance we might require