ConfidentialHULU DRAFT 11/28/11

CONTENT LICENSE AGREEMENT

This Content License Agreement (this “Agreement”), dated as of [_____], by and between Sony Pictures Television Inc., a Delaware corporation (“Licensor”), and Hulu, LLC, a Delaware limited liability company (“Hulu”) (each, a “Party”, and together, the “Parties”), sets forth the terms and conditions between the Parties in connection with the license of certain content for exhibition on certain streaming video services offered by Hulu in accordance with the terms of this Agreement.

SECTION 1. DEFINITIONS.

“ADVOD Authorized Property(ies)” means:

(a) www.hulu.com and any other Hulu-branded URL’s (including any subdomains) and any successor websites;

(b) any Hulu-branded features and applications on or via any personal computer;

(c) any third party website, application, or other place into which the Hulu video player may be embedded by Customers; and

(d) any website authorized by Hulu to display the Licensed Content in connection with the Hulu ADVOD Service pursuant to a distribution agreement (each a “Distribution Partner”).

“ADVOD” or “ADVOD Basis” means the exhibition of a program on an advertising-supported, Video-on-Demand Basis whereby a viewer is not charged any fee for the privilege of viewing such program. ADVOD does not include SVOD.

“Approved Format” means a digital electronic media file compressed and encoded for secure transmission and storage in resolution (a) using AES 128-bit or comparable protocol and encrypted non-cacheable critical security parameters with the settings/configuration set forth in Exhibit D or (b) such other format as Licensor may approve in writing at Licensor’s sole discretion. In no event shall an Approved Format allow for the capturing or storing (other than caching) of any Licensed Content delivered via Streaming.

“Authenticated Viewing” means access to certain content on the authentication protected principal website that is wholly owned or controlled by a multi-channel video programming distributor and that is primarily focused on replicating such multi-channel video programming distributor’s linear service by users who have a right to such access after providing certain identifying credentials, without paying an additional fee, because they are paying subscribers of such multi-channel video programming distributor’s linear multi-channel video subscription service.

“Authorized Delivery Means” means the Encrypted delivery via Streaming of audio-visual content over the public, free to the consumer (other than a common carrier/ISP charge) global network of interconnected networks (including the so-called Internet, Internet2 and World Wide Web) using technology currently known as Internet Protocol (“IP”), whether transmitted over cable, DTH, FTTH, ADSL/DSL, broadband over power lines or other means (“Internet”). For the avoidance of doubt, “Authorized Delivery Means” shall not include delivery over any so-called “walled garden” or closed

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ADSL/DSL, cable or FTTH service or other subscriber-based system or service. “Authorized Delivery Means” does not include any means of Viral Distribution.

“Authorized Version” for any episode of the Licensed Content means the version made available by Licensor to Hulu for distribution hereunder, including in accordance with Section 4.1. Unless otherwise mutually agreed, “Authorized Version” shall in no event include any 3D version of the Licensed Content.

“Current” means a television series episode of the Licensed Content that is initially broadcast on a linear television network during a then-current TV Season.

“Customer” means, with respect to the Hulu ADVOD Service or the Hulu SVOD Service, each unique account or end user that is authorized to receive such service.

“FVOD” means the exhibition of a program on a Video-on-Demand Basis whereby a viewer is not charged any fee for the privilege of viewing such program.

“Encrypted” means, with respect to a signal, that both the audio and video portions of such signal have been changed, altered or encoded to securely and effectively prevent the intelligible reception of such signal without the use of fully authorized decoding equipment to restore both the audio and video signal integrity.

“High Definition” means any resolution that is (a) 1080 vertical lines of resolution or less (but at least 720 vertical lines of resolution) and (b) 1920 lines of horizontal resolution or less (but at least 1280 lines of horizontal resolution).

“Hulu ADVOD Service” means the Streaming ADVOD service, primarily supported by revenue derived by Hulu from advertising and currently branded Hulu (or any successor or replacement thereof) that is wholly-owned or controlled and operated by Hulu to exhibit content on ADVOD Authorized Properties, where such revenue is primarily supported by revenue derived by Hulu from advertising.

“Hulu SVOD Service” means the Streaming SVOD service currently branded Hulu Plus (or any successor or replacement thereof) that is wholly-owned or controlled and operated by Hulu to exhibit content on SVOD Authorized Properties. Other than in connection with promotional deals pursuant to which a Hulu distribution partner fully or partially subsidizes the subscription fee (or provides reasonably equivalent value to Hulu) (such deals, “Third Party Promotions”) for certain unsubscribed end users in connection with the purchase by such end user of such distribution partner’s product or service, the subscription fee to the Hulu SVOD Service shall be unaffected in any way by the purchase of other programs, products or services.

“Initial Broadcast” means, for each episode of Licensed Content, the initial broadcast airing on a linear television network in the Territory of such episode.

“License Period” with respect to each episode of the Licensed Content means the period during which Licensor shall make such episode available for exhibition by Hulu hereunder in accordance with Exhibit A attached hereto.

“Licensed Content” has the meaning set forth on Exhibit A attached hereto.

“Licensed Language” means the English language.

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“Licensed Services” means the Hulu ADVOD Service and the Hulu SVOD Service.

“Non-Currents” means a television series episode of the Licensed Content from a TV Season that is not the then current TV Season.

“Personal Use” means the private, non-commercial viewing by one or more persons on the conventional television set or monitor associated with an Approved Device (defined below) in non-public locations and, provided that the consumer’s use of Approved Devices in such locations is personal and non-commercial, in public locations; provided, however, that any such viewing for which a premises access fee or other admission charge is imposed (other than any fee related only to access such non-residential venue for other general purposes) or any such viewing that is on a monitor provided by such non-residential venue (or by a third party under any agreement or arrangement with such non-residential venue) shall not constitute a “Personal Use.”

“Security Breach” shall mean a condition that results in (i) the unauthorized availability of any Licensed Content or any other content from a Licensed Service; (ii) the availability of any Licensed Content on, or means to transfer any Licensed Content to, devices that are not Approved Devices, or the ability to transcode to formats that are not Approved Formats and/or transmit through delivery means that are not Authorized Delivery Means; or (iii) a circumvention or failure of Hulu’s secure distribution system, geofiltering technology or physical facilities, which condition(s) may, in the reasonable good faith judgment of Licensor, result in actual, material harm to Licensor.

“Streaming” means the transmission of content over the internet (including internet delivery via a cellular network) for rendering and viewing the content in real-time where, other than temporary storage or caching of content in an integrated buffer, no storage or recording of content occurs at or in the receiving device as a consequence of such process.

“SVOD Authorized Property(ies)” means:

(a) any ADVOD Authorized Property; and

(b) any Hulu-branded features and applications on or via any device now known or hereafter devised (including mobile devices, video game consoles, internet-enabled televisions and set-top boxes) through which subscribers to the Hulu SVOD Service are authorized to access the Hulu SVOD Service, but only to the extent Hulu exhibits content from at least two (2) similarly situated content providers on such device (any such device, an “Approved Device”).

“SVOD” or “SVOD Basis” means the exhibition of a program or programs on a Video-on-Demand Basis, for which there is an ascertainable periodic fixed, material subscription fee charged, in exchange for which a subscriber may view such program or programs an unlimited number of times during the applicable subscription period, with no additional fees charged to access a single program within such group of programs for the privilege of viewing such single program. SVOD does not include ADVOD.

“SVOD Usage Rules” means the content usage rules applicable to the Licensed Content available on the Hulu SVOD Service, as set forth in the attached Exhibit E.

“Territorial Breach” shall mean a Security Breach that creates a risk that any of the Licensed Content will be delivered to persons outside the Territory, where such delivery outside the Territory may, in the sole good faith judgment of Licensor, result in actual, material harm to Licensor.

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“Territory” means the United States, its territories and possessions, including Puerto Rico, Guam, the U.S. Virgin Islands and, on a non-exclusive basis, all U.S. military bases.

“TV Season” means the traditional linear broadcast television season that commences in the Fall and ends at the beginning of the Fall of the subsequent calendar year for each year during the Term.

“User Generated Content” means video programming provided or uploaded to a Licensed Service for little or no charge by its Customers.

“Video-on-Demand Basis” or “VOD” means the exhibition of a program at a time selected by a viewer in such viewer’s sole discretion to view a program. For purposes of clarity, VOD does not include free, basic or pay television, pay-per-view, transactional VOD, pay-per-day, near-video-on-demand, so-called electronic sell through, or home video.

“Viral Distribution” means the retransmission and/or redistribution of the Licensed Content, either by the Hulu or by the Customer, by any method, including, but not limited to: (a) peer-to-peer file sharing as such practice is commonly understood in the online context, (b) digital file copying or retransmission, or (c) burning, downloading or other copying to any removable medium (such as DVD) from the initial delivery by a Licensed Service and distributing copies on any such removable medium. For clarity, distribution as set forth in the definitions of ADVOD Authorized Properties and SVOD Authorized Properties, shall not constitute Viral Distribution.

All other capitalized terms have the definitions set forth in this Agreement.

SECTION 2. LICENSE GRANT.

2.1 License Grant .

(a) Licensor hereby grants to Hulu, and Hulu hereby accepts, a license to exhibit on the terms and conditions set forth herein the Licensed Content at up to High Definition resolution on an SVOD Basis on the Hulu SVOD Service and on an ADVOD Basis on the Hulu ADVOD Service, each during its License Period and in accordance with the terms and conditions specified herein, in each case solely in the Authorized Version, in the Licensed Language to Customers in the Territory, delivered by the Authorized Delivery Means in the Approved Format, for reception as a Personal Use, subject at all times to the SVOD Usage Rules. Each episode of the Licensed Content offered on an SVOD basis shall be interrupted by commercial advertisements or promotional announcements. Other than permitted third-party websites as set forth in the ADVOD Authorized Properties, the rights granted herein do not include the right of Hulu to sub-distribute, sublicense, co-brand, syndicate or “white label” or power (e.g., “Yahoo! Video powered by Hulu”) the Licensed Content without Licensor’s prior written approval.

(b) Other than as set forth in Section (d) , the license grant in Section 1.1(a) will be exclusive to Hulu and, accordingly, Licensor will not exploit, or permit a third party to exploit, the Licensed Content on an FVOD or SVOD Basis in the Territory during the Term. The rights licensed to Hulu pursuant to this Section Section 2. will include the limited right to reproduce, distribute, perform and display on the Hulu SVOD Service on a Streaming basis in the Territory (i) the Licensed Content to certain employees, consultants, and business partners of Hulu at no charge solely for purposes of testing, for demonstration purposes, and for internal use by Hulu business partners and (ii) the first ninety (90) seconds of each full-length episode of Licensed Content (such clip, a “Promotional Preview”) for the purposes of promoting the availability of such content on the Hulu SVOD Service, subject, in each case, to any contractual restrictions of which Licensor notifies Hulu in advance in writing, at no charge in the Territory on the Hulu ADVOD Service. Notwithstanding anything to the contrary herein, in the event

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that any guild, union, or collective bargaining agreements to which Licensor or its affiliates is or becomes a party requires a maximum duration for video clips that is shorter than the above specified duration in order to avoid a residual, reuse or other fee in connection therewith, Licensor shall so notify Hulu in writing and Hulu shall either (i) shorten the duration of each Promotional Preview in accordance with the terms of the notice as soon as reasonably possible using good faith efforts, but in no event longer than ten (10) business days after receipt of such notice or (ii) cease using Promotional Previews. Notwithstanding anything to the contrary herein, Licensor shall have the right to terminate (a) Hulu’s right to use a Promotional Preview on a case-by-case basis if Licensor reasonably believes that such Promotional Preview may violate the terms of any guild, union, or collective bargaining agreements to which Licensor or its affiliates is or becomes a party, or may adversely affect Licensor’s material relations with the parties to such agreements. Licensor shall give Hulu written notice of any such termination, in which event Hulu shall cease using the applicable Promotional Preview(s) as soon as reasonably possible using good faith efforts, but in any event within five (5) business days after receipt of such notice.

(c) Hulu shall not transmit, exhibit or deliver the Licensed Content in an up-converted resolution. Hulu shall not transmit, exhibit or deliver the Licensed Content in a down-converted resolution, except (i) to down-convert 1080p files to the maximum resolution supported on the Licensed Service (currently 720p) and (ii) as otherwise necessary for adaptive streaming or where the maximum resolution of an Approved Device requires such down conversion, provided that any such down conversion shall maintain the aspect ratio of the applicable materials provided by Licensor . Subject to Section (d) , Licensor retains, and shall have the right to license or authorize any third party to license, exhibit, distribute or otherwise exploit, all rights not expressly granted to Hulu herein, including, but not limited to, theatrical, non-theatrical (e.g. airplanes, buses and libraries), home video, free television, basic cable television, pay television, so-called electronic sell through, pay-per-view, pay-per-day, near-video-on-demand and pay-per-transaction on demand.

(d) Hulu agrees that it is of the essence of this Agreement that, without the specific written consent of Licensor, or except as otherwise set forth herein: (a) no Licensed Content may be delivered, transmitted or exhibited other than as expressly set forth herein and (b) no person or entity shall be authorized or permitted by Hulu to do any of the acts forbidden herein.

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(e) Subject to Section 4.2(c), Hulu shall make continuously available on the Licensed Services each episode of the Licensed Content during its License Period.

2.2 Holdbacks and Exceptions to Exclusivity .

(a) Notwithstanding Section 2.1(b), Licensor may permit the exploitation of Currents on an ADVOD Basis on a so-called “catch-up” basis (i) by NBC or Hulu in accordance with its current agreement with the NBC television network (“NBC”) for the license of the linear broadcast rights of Current Licensed Content (the “NBC Agreement”), provided, however, that Licensor agrees not to renew or amend the NBC Agreement to expand NBC’s rights to exploit Licensed Content on an ADVOD Basis beyond the rights currently granted to NBC under the NBC Agreement as of the date hereof, (ii) in the event that the NBC Agreement is terminated, then in connection with Licensor’s agreement(s) with a Network (as defined in Exhibit A) that may be in effect during the Term (the “Network Agreement”) (A) on the website wholly owned or controlled by such Network which is designated by such Network as its primary website for the purpose of distributing such Network’s content (the “Network Vertical Website”) or (B) on any device application owned or controlled by such Network which is designated by such Network for the purpose of distributing such Network’s content.

1 Note to Sony: Former Section 2.1(e) is already covered in Section 8.3.

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(b) Until September 1, 2013, Licensor will not license any Licensed Content to any television network or service (including any linear free television network; non-premium, cable television network; or premium pay television service) in the Territory for linear television exploitation, other than (i) in connection with the Network Agreement and (ii) the once-per-week exhibition of two (2) back-to-back Non-Currents (A) by means of local broadcast syndication and/or (B) non-premium cable television.

(c) Commencing on September 1, 2013, Licensor may license Non-Currents to any television networks, stations and/or services for linear television exploitation. In each such event, Licensor may also license up to the ADVOD Maximum (as defined in Exhibit A) number of episodes at any one time of such content (i) on a Streaming, ADVOD Basis to the principal website(s) that are wholly owned or controlled by each such television network or service (e.g. NBC.com, TBS.com) and (ii) for Authenticated Viewing on a Streaming, ADVOD Basis to the authentication-protected principal website that is wholly owned or controlled by a multi-channel video programming distributor and that is primarily focused on replicating such multi-channel video programming distributor’s linear service (e.g. xfinity.com)) if such television programming network has entered into an authentication agreement with such multi-channel video programming distributor; provided, however, that the rights granted by Licensor to Hulu for exploitation of Licensed Content on an ADVOD Basis will always be equal to or more favorable than the rights granted to such third parties (i.e. when considering the number of episodes exploited, availability windows, etc.). For the avoidance of doubt, Licensor may continue to license Licensed Content to the Network pursuant to the Network Agreement.

(d) Commencing on January 1, 2015, Licensor may exploit on a Streaming ADVOD Basis, the Crackle content distribution service (or any successor or replacement thereof) up to five (5) Non-Currents at any one time.

(e) The license granted to Hulu in Section 1.1(a) will be non-exclusive during the final year of the Term.

(f) Licensor shall not be held back from exploiting the Licensed Content in the Territory in any media except as set forth specifically above.

(g) Licensor shall not permit a U.S. based distributor of content to exhibit any Licensed Content on any U.S. military bases outside of the Territory.

2.3 Withdrawal of Licensed Content . Licensor will have the right to withdraw a particular piece of Licensed Content in the event that its rights to such Licensed Content expire or Licensor in good faith determines there is a bona fide rights or other legal issue; provided, however, that Licensor also withdraws such Licensed Content from any other distributors distributing such content on a VOD basis in the Territory. Hulu’s payment obligations with respect to any withdrawn piece of Licensed Content will cease as of the date of withdrawal and resume only when such piece of Licensed Content is no longer subject to a bona fide rights or other legal issue and is made available on the Licensed Services in accordance with the terms and conditions herein.

2.4 Additional License Grants . Licensor hereby further grants to Hulu a non-exclusive right and license to:

(a) reproduce, distribute, perform and display Licensor’s logos, trade names, trademarks, and service marks (collectively, “Licensor Marks”); and

(b) reproduce, distribute, perform and display clips, thumbnail images, art (including one-sheets, production stills and title treatment) and any other promotional materials (the, “Promotional

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Materials”), in each case, only as made available by Licensor to Hulu (or as may be generated by Hulu in accordance with Licensor’s prior approval) and any metadata associated with the Licensed Content provided by Licensor to Hulu; provided, however, that in the case of (a) and (b) above, such licenses shall be solely for the purpose of advertising, promoting and publicizing the exhibition of the Licensed Content on the Licensed Services in the Territory. Hulu covenants and warrants that (i) it shall not modify, edit or make any changes to the Promotional Materials without Licensor’s prior written consent , which consent shall not be unreasonably withheld or delayed; (ii) names and likenesses of the characters, persons and other entities appearing in or connected with the production of Licensed Content (“Names and Likenesses”) shall not be used separate and apart from the Promotional Materials; and (iii) Promotional Materials, Names and Likenesses, and Licensed Content shall not be used so as to constitute an endorsement or testimonial, express or implied, of any party, product or service, including, without limitation, the Licensed Services, Hulu, or any program service or other service provided by Hulu; nor shall the same be used as part of a commercial tie-in without Licensor’s prior written consent. Any promotional contests or giveaways to be conducted by Hulu that identifies Licensed Content or includes Promotional Materials shall require the prior written consent of Licensor, which consent shall not be unreasonably withheld or delayed, and shall be used only in accordance with Licensor’s instructions. The rights granted in this Section 2.4 shall be subject to, and Hulu shall comply with, any and all restrictions or regulations of any applicable guild or union with respect to the advertising and billing of the Licensed Content provided Licensor advises Hulu of such in writing.

SECTION 3. LICENSE FEE.

3.1 License Fee . In consideration for the licenses granted in Section 2. hereto, Hulu will pay the License Fees on the payment terms set forth on Exhibit B attached hereto.

3.2 Taxes .

(a) Hulu shall be solely responsible to determine, collect, bear, remit, pay, and shall hold Licensor forever harmless from and against, any and all taxes, payments or fees, including sales, use, value-added, consumption, excise, gross receipts or other similar taxes (“Sales Taxes”) and interest and penalties on any such taxes, but excluding (i) income, franchise or similar taxes imposed on or measured by the net income, net profits or capital of Licensor, and franchise branch profits and similar taxes imposed on Licensor by any jurisdiction or any political subdivision or taxing authority thereof or therein as a result of a connection between Licensor and such jurisdiction or political subdivision, and (ii) any withholding tax that is imposed on amounts payable to Licensor that Hulu is required to pay by any governmental taxing authority or otherwise under applicable law that are now or hereafter imposed, levied or claimed against Hulu based upon Hulu's licensing, rental, importation, delivery, exhibition, possession, distribution or use hereunder to or by Hulu of the Licensed Content or any print, Copy or Advertising Materials of or related to the Licensed Content (all such non-excluded taxes, “Non-Excluded Taxes”). All prices and payments stated herein shall be exclusive of and made free and clear of and without deduction or withholding for or on account of any Non-Excluded Taxes. If a deduction or withholding is required by applicable law, Hulu shall: (i) withhold the legally required amount from payment; (ii) remit such amount to the applicable taxing authority; and (iii) deliver to Licensor original documentation or a certified copy evidencing such payment. The parties agree that as of the Effective Date, based on the original contracting parties and currently applicable law, no withholding is required on License fee payments from Hulu to Licensor and no Sales Taxes are required to be collected from Hulu by Licensor or paid by Licensor on Hulu’s behalf. However, this conclusion could be affected by changes in the contracting parties or applicable law.

(b) If Hulu’s assignment of this Agreement, other than an assignment pursuant to Section 15.1, causes an increased rate of tax withholding or deduction to apply to the payments to Licensor, then

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the gross amount payable by Hulu to Licensor shall be increased so that after such deduction or withholding, the net amount received by Licensor will not be less than Licensor would have received had Hulu not made the assignment.

(c) Except as otherwise provided in this Agreement, Hulu shall indemnify Licensor for and hold it harmless against any and all Non-Excluded Taxes paid by Licensor. Except as otherwise provided in this Agreement, Licensor will bear, pay and discharge all taxes, fees, assessments, duties, levies and burdens, other than Non-Excluded Taxes, arising out of this Agreement or the payment of the license fee set forth in Section 3.1, and shall indemnify Hulu to the extent Hulu becomes liable for any such amounts and any interest and penalties thereon.

(d) Licensor shall provide Hulu with a duly executed United States Internal Revenue Service Form W-9 prior to the payment of any License Fees. In addition, Licensor shall provide any other form, documentation or information reasonably requested by Hulu as a basis for claiming exemption from or a reduction in any United States withholding tax or other tax, including Sales Taxes. Hulu shall not be obligated to pay any amounts in addition to the License Fees (or make an indemnification payment pursuant to Section 3.2(c)) to Licensor to the extent the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of Licensor to comply with its obligations under this Section 3.2(d).

SECTION 4. CONTENT DISPLAY AND DELIVERY. [pending WPF review]

4.1 Licensor Content Delivery Obligations .

(a) Promptly following execution of this Agreement, and in accordance with the terms and conditions set forth under the caption “Delivery Obligations” on Exhibit A, Licensor will deliver at its expense the Licensed Content per the specifications set forth in the content partner guidebook (that has been provided to Licensor, and as may be updated from time-to-time by Hulu; provided, however, that the parties will work together in good faith to address any concerns Licensor may have regarding compliance with any such updates) and all Promotional Materials and metadata associated with the Licensed Content in accordance with the encoding instructions and other specifications provided by Hulu.

(b) Licensor may provide, via metadata, e-commerce promotion, which will appear along with the Licensed Content, to the extent required by third party obligations (such as guild or union rules). Licensor shall also have the option of including standard production credit end-cards at the end of each episode of Licensed Content to the extent included in the original linear exhibition of Licensed Content. Except as expressly set forth in the preceding sentences,, all Licensed Content will be delivered to Hulu free of any: (i) advertising or promotional messaging, including any bumpers, end cards or other messages that promote the Licensed Content, any other content, Licensor’s website, or any other online property (such as “call outs” to Licensors’ or third party websites) and (ii) bugs, burn-ins, crawls, or other on-screen identifiers except to the extent included in the original linear exhibition of Licensed Content.

(c) Licensor will deliver masters of the Licensed Content in 1080p quality with Dolby 5.1 audio for all content for which such masters are available. For any Licensed Content not produced in 1080p, Licensor will deliver masters of such Licensed Content in the highest existing quality.

(d) Licensor will promote the Licensed Content in accordance with Exhibit C attached hereto.

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4.2 Hulu Content Display Obligations and Rights .

(a) Except as otherwise set forth herein, Hulu will not cut, edit modify, or authorize third parties to cut, edit or modify, the Licensed Content without Licensor’s prior written consent.

(b) Subject to the terms and conditions set forth herein, including the terms and conditions set forth under the caption “VOD Basis and Windowing” on Exhibit A, Hulu will have the sole right to determine, when, where (i.e., on which Authorized Properties) and at what resolution all or any of the Licensed Content is displayed, reproduced, or distributed, including the packaging and programming related thereto (e.g., groupings by genre and other categories); provided, however, that in the event Licensor, in its reasonable, good faith discretion, determines that the various genres/categories (e.g., drama, comedy, horror, suspense, romance, etc.), in which its programs are classified on the Licensed Services create bona fide brand concerns, Hulu and Licensor will work together in good faith to modify such genres/categories. Hulu shall use good faith efforts to classify the Licensed Content within one or more of the available genres/categories in an appropriate manner. Licensor shall have the right at any time to object to a classification of the Licensed Content that is, in the sole and good faith judgment of Licensor, derogatory or inappropriate, and to require Hulu to promptly reclassify such Licensed Content in the genres/categories designated by Licensor.

(c) Hulu may elect not to display, reproduce or distribute any or all of the Licensed Content, upon a reasonable determination by Hulu that any of the Licensed Content may be the subject of a legal issue or claim or is otherwise inconsistent with Hulu’s brand, standards, or practices. In the event of a good faith determination by Hulu that any piece of Licensed Content may be the subject of a legal issue or claim, and Hulu withdraws such Licensed Content, then Hulu will have the right to reduce the fees otherwise payable to Licensor in accordance with Section 2.3.

(d) Hulu shall at all times utilize content protection and DRM standards no less stringent and robust than the standards attached hereto as Exhibit D and incorporated herein by this reference.

(e) Hulu will block the display of some or all of the Licensed Content on any Distribution Partner’s website or specific third party website or other place in which the Hulu video player has been embedded in the event that Licensor in good faith determines that the display of such Licensed Content on such website or other place is likely to cause material damage to Licensor’s brand as soon as commercially practicable following receipt by Hulu of written notice from Licensor.

4.3 Advertising .

(a) Hulu will have the sole right to sell and insert (either itself or through an authorized agent) one hundred percent (100%) of any and all advertising inventory in connection with the Licensed Content in any manner as Hulu may determine and will retain 100% of the revenues received by Hulu in connection with the sale of such advertising; provided, however, that Hulu will only sell such advertising inventory on a Blind Basis. For purposes of this Agreement, “Blind Basis” means that such sales are conducted in a manner with no commitment for the advertiser in terms of any specific show, series, channel or brand on which the advertisement will appear, but for clarity such sales may be conducted by referring to, for example (i) genres, groups or categories of shows or series, including illustrative (but not committed) lists of shows or series included or (ii) demographic, psychographic or behavioral factors.

(b) Subject to availability of such inventory and the terms and conditions set forth in Hulu’s buyback program guide (that has been provided to Licensor, and as may be updated from time to time by Hulu), Licensor will have the option to purchase and sell up to twenty percent (20%) of the Licensed Content Advertising Inventory (defined below) for each calendar month of the Term. Licensor

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will retain one-hundred percent (100%) of the revenues generated from the sale of such inventory. Licensor must elect to exercise such option at least two (2) months prior to the beginning of the month in which Licensor intends to purchase such Licensed Content Advertising Inventory. For purposes of this Agreement, “Licensed Content Advertising Inventory” will mean advertisements served within the Hulu video player as part of Licensed Content and the “companion” banner (if any) displayed directly adjacent to the Hulu video player while Licensed Content is being played.

(c) The price of the Licensed Content Advertising Inventory charged by Hulu to Licensor will be equal to the average price for all non-remnant like-advertising inventory for all Non-Currents sold in connection with the Licensed Services during the one-month period immediately preceding the month in which Licensor elects to exercise its purchase option. Once Licensor elects to exercise its option, Licensor will be obligated to pay Hulu the purchase price based on the total quantity of Licensed Content Advertising Inventory that Licensor elected to purchase (i.e., whether or not Licensor actually sells all of such inventory), except that Licensor will not have to pay for impressions which are not delivered due to lack of inventory. The amounts due hereunder will be invoiced to and payable by Licensor within sixty (60) days after the end of each of Hulu’s calendar quarters.

(d) Hulu agrees, and shall ensure, that advertising inventory controlled or displayed by Hulu that are located, displayed, promoted, presented for playback or exhibited within the video player or on pages on which the Licensed Content appears on the Licensed Services, or are located, displayed, promoted, presented for playback or exhibited comply with the guidelines set forth on Exhibit F attached hereto, or other guidelines that Licensor may identify to Hulu in writing from time to time ; provided, however, that the parties will work together in good faith to address any concerns Hulu may have regarding compliance with any such other guidelines. All advertising inventory controlled and displayed by Hulu on pages of the Licensed Services that include the Licensed Content shall be consistent with advertisements displayed elsewhere on such service in terms of frequency, type and placement. Hulu shall not, and shall not authorize or encourage any third party to, directly or indirectly generate queries, impressions of or clicks on any advertising inventory, including, without limitation, by means of automated, deceptive, fraudulent or other invalid means, repeated manual clicks, use of robots or other automated query tools or computer generated search requests.

SECTION 5. THIRD PARTY PAYMENTS.

5.1 Music Publishing Public Performance Rights Payments . As between Hulu and Licensor, Hulu will be responsible for paying any payments for music publishing public performance rights license fees due in connection with the display, reproduction and distribution of the musical compositions in the Licensed Content on the Licensed Service for which the public performance rights are controlled by any organizations that are authorized to collect such royalties on behalf of rights holders in the Territory, including, without limitation, Broadcast Music Inc. (“BMI”), the American Society of Composers, Authors and Publishers (“ASCAP”), and SESAC, Inc. (“SESAC”); provided, however, that Licensor will provide Hulu with all cue sheets necessary for Hulu to comply with the terms of this Section 5.1 and Licensor shall provide notice to Hulu if public performance royalties are payable to any societies beyond the three listed above.

5.2 Other Rights Payments . Licensor will be responsible for paying all other rights royalties and license fees related to any musical compositions and/or sound recordings in the Licensed Content, including all royalties and license fees due in connection with so-called synchronization rights and mechanical rights. As between Hulu and Licensor, Licensor will be responsible for (a) accounting for and/or making any payments to third party participants in the proceeds of the Licensed Content and to persons appearing in or rendering services in connection therewith and (b) all guild payments or residuals payable with respect to the Licensed Content.

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SECTION 6. RATINGS AND ANTIPIRACY.

6.1 Ratings . If Licensor provides Hulu, in metadata, the rating information about any episode of the Licensed Content as part of the materials delivered hereunder, then Hulu shall display such rating for such episode on the main product page for such episode of the Licensed Content on the Licensed Services.

6.2 Hulu shall display anti-piracy warnings provided by Licensor on an appropriate page of the Licensed Services.

6.3 Licensor shall use commercially reasonable efforts to enforce takedown notices on services such as YouTube and other unauthorized sites and proactively take down any videos of episodes of the Licensed Content that appear on such services during their License Periods of which Licensor is aware.

SECTION 7. PROGRAMMING.

7.1 Notwithstanding anything contained herein to the contrary, Hulu agrees that (i) no more than twenty (20%) of the programming available on each Licensed Service shall be Adult Programs during the term hereof; (ii) no Adult Program shall be exhibited, promoted or listed on the same or previous screen (other than the home page of a Licensed Service, which may contain a textual link with a section of the user interface exhibiting, promoting or listing Adult Programs) as a screen on the Licensed Service on which the Licensed Content is promoted or listed; and (iii) no Adult Program will be classified within the same genre/category as any Licensed Content. If Hulu violates the terms of this Section 7.1 with respect to a Licensed Service, then Licensor shall have the right to cause Hulu to immediately cease exploiting any or all Licensed Content. As used herein, “Adult Program” shall mean any motion picture or related promotional content that has either been rated NC-17 (or successor rating, or is unrated and likely would have received an NC-17 rating if it had been submitted to the MPAA for rating), other than a title released by a Qualifying Studio or a title otherwise deemed not to be an Adult Program by Licensor in its sole discretion, or X (or is unrated and likely would have received an X rating if it had been submitted to the MPAA for rating).

7.2 No User Generated Content, other than so-called “online community” features (e.g., end-user comments) shall be displayed, made available or distributed over either Licensed Service during the Term.

SECTION 8. CONTENT PROTECTION AND SECURITY.

8.1 General . Hulu represents and warrants that it has put in place secure and effective, stringent and robust security systems and technologies to prevent theft, pirating, unauthorized exhibition (including, without limitation, unauthorized exhibition to non-Customers and exhibition outside the Territory), unauthorized copying or duplication of any video reproduction or compressed digitized copy of any Licensed Content and that such security systems, procedures and technologies are and shall be no less stringent or robust than those which Hulu employs with respect to content licensed from other licensors or than industry standard. Hulu shall not authorize any use of any video reproduction or compressed digitized copy of any Licensed Content for any purpose other than as is expressly permitted herein.

8.2 Obligation to Monitor for Hacks . Hulu shall take such measures as are reasonably necessary to determine the existence of Security Breaches or Territorial Breaches and shall use commercially reasonable efforts to promptly notify Licensor if any such occurrences are discovered.

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8.3 Suspension Notice . Hulu shall use commercially reasonable efforts to notify Licensor upon learning of the occurrence of any Security Breach or Territorial Breach, and shall provide Licensor with specific information describing the nature and extent of such occurrence. Licensor shall have the right to suspend the availability (“Suspension”) of its Licensed Content on the Licensed Services at any time during the Term in the event of a Security Breach or Territorial Breach by delivering a written notice to the Hulu of such suspension (a “Suspension Notice”). Upon its receipt of a Suspension Notice, Hulu shall take steps immediately to remove the Licensed Content or make the Licensed Content inaccessible from the Licensed Services as soon as commercially feasible (but in no event more than three (3) calendar days after receipt of such notice).

8.4 Reinstatement/Termination . If the cause of the Security Breach that gave rise to a Suspension is corrected, repaired, solved or otherwise addressed in the sole, reasonable judgment of Licensor, the Suspension shall terminate upon written notice from Licensor and Licensor’s obligation to make its Licensed Content available on the Licensed Services shall immediately resume. For clarity, no period of Suspension shall extend the Term in time, and upon a notice that a Suspension has ended, the Term shall end as otherwise provided in the Agreement unless earlier terminated in accordance with another provision of this Agreement. Upon receipt of such written notice, Hulu shall have the right to include the Licensed Content on the Licensed Services as soon thereafter as practicable. If five (5) or more Suspensions occur during the Term, or any single Suspension lasts for a period of three (3) months or more, Licensor shall have the right, but not the obligation, to terminate this Agreement by providing written notice of such election to the Hulu.2

SECTION 9. TERM AND TERMINATION.

9.1 Term . This Agreement will be effective as of the date first set forth above and will continue for a period of seven (7) years following the date that the last episode of Licensed Content is first made available by Licensor for exhibition on the Hulu SVOD Service delivered in accordance with Section 4.1 (the “Term”), unless terminated earlier in accordance with Section 9.1 .

9.2 Termination Rights . Either Party may terminate this Agreement in the event of a material breach by the other Party if the breaching Party has not cured such breach within thirty (30) days following receipt of written notice describing such breach from the non-breaching Party.

9.3 Effect of Termination . Except as expressly provided herein, upon expiration or termination of this Agreement: (a) all payment obligations will cease other than those incurred prior to such expiration or termination; (b) all rights and licenses granted hereunder will terminate immediately; and (c) each Party will return to the other Party or destroy all confidential information and all other property belonging to and/or received from the other Party. Any termination of this Agreement will be without any liability or obligation of the terminating Party, other than with respect to any breach of this Agreement prior to such termination. Upon the effective date of any termination or expiration of this Agreement, Sections Section 9. (Term and Termination), Section 10. (Representations and Warranties), Section 11. (Confidentiality), Section 11. (Indemnification), 14 (Limitation of Liability), and Section 15. (Miscellaneous) herein, and any other provision that, by its terms, is intended to survive the expiration or termination of this Agreement, will remain in full force and effect.

SECTION 10. REPRESENTATIONS AND WARRANTIES.

10.1 Licensor Representations . Licensor hereby represents and warrants to Hulu that:

2 Note to Sony: Former Section 8.5 currently covered in Section 4.2(d).

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(a) with respect to each musical composition in the Licensed Content, the musical performance rights are: (i) currently controlled by BMI, ASCAP, or SESAC; (ii) owned by or licensed to Licensor, in which case additional clearance of, or payment with respect to, such rights is not required by Hulu for the exercise of the rights licensed to Hulu hereunder other than as set forth in Section 5.1 herein, or (iii) in the public domain;

(b) Licensor (i) has all rights necessary to grant to Hulu the rights granted by Licensor in this Agreement; (ii) has the power and authority to enter into, and perform Licensor’s obligations under, this Agreement and (iii) is under no obligation, contractual or otherwise, that will in any way interfere with its full and complete performance of this Agreement; and

10.2 Hulu Representations . Hulu hereby represents and warrants to Licensor that:

(a) Hulu (i) has the power and authority to enter into, and perform Hulu’s obligations under, this Agreement and (ii) is under no obligation, contractual or otherwise, that might in any way interfere with its full and complete performance of this Agreement;

(b) Hulu has obtained and shall maintain all licenses and other approvals necessary to own and operate the Licensed Services in the Territory and otherwise exploit the rights granted hereunder.

SECTION 11. CONFIDENTIALITY. Other than as required by law, governmental authority, in connection with residuals or participant obligations, or to enforce its rights hereunder, neither Party will, without the express written consent of the other Party, disclose the terms of this Agreement or any other business information shared by the other Party that should reasonably be understood to be confidential, except to its attorneys, directors, agents and representatives on a “need-to-know” basis. Neither party will issue a press release or other public statement regarding this Agreement without the prior written agreement of the other party.

SECTION 12. INDEMNIFICATION. Each Party agrees at all times to indemnify, defend, and hold harmless the other Party and its affiliates, and each of their respective shareholders, directors, officers, employees, agents and representatives (“Indemnified Parties”), from and against any and all claims, actions, judgments, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and costs, arising out of or related to any third party claim resulting from any breach or alleged breach by the indemnifying Party of any representation, warranty, or covenant set forth in this Agreement. Hulu shall additionally indemnify and hold harmless Licensor and its Indemnified Parties from and against any third party claim resulting from the use by Hulu of advertising materials created by Hulu or any breach by Hulu of its terms of service with its Customers. Licensor shall additionally indemnify and hold harmless Hulu and its Indemnified Parties from and against any third party claims that the Licensed Content or Promotional Materials, solely when used in accordance with the terms of this Agreement or any guidelines or restrictions provided to Hulu by Licensor, violate or infringe upon any law or right of any third party (including defamation, rights of privacy or publicity, or any copyright, trademark, patent, trade secret, moral, literary, dramatic, motion picture or contract right). Hulu shall additionally indemnify and hold harmless Licensor and its Indemnified Parties from and against any third party claims that the Hulu video player and any technology owned by Hulu and used in accordance with this Agreement violates or infringes upon any law or right of any third party (including any copyright, trademark, or patent right).

SECTION 13. STATEMENTS; REPORTS.

13.1 Within sixty (60) days following the end of each calendar quarter of the Term, Hulu shall provide to Licensor and its designee, if any, a statement in electronic form (“Statement”) detailing the following:

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(a) the actual retail price charged for the Hulu SVOD Service (required for first SVOD Statement only);

(b) total number of viewings of each episode of Licensed Content in such month; and

(c) at Licensor’s reasonable request, such information that is regularly provided by Hulu to third party content providers pursuant to multi-year, fixed-fee license arrangements.

SECTION 14. LIMITATION OF LIABILITY. EXCEPT FOR LIABILITIES ARISING FROM OBLIGATIONS RELATED TO CONFIDENTIALITY AND INDEMNIFICATION, NEITHER PARTY, IN CONNECTION WITH OR RELATED TO THIS AGREEMENT, WILL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, EVEN IF SUCH PARTY IS INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

SECTION 15. MISCELLANEOUS.

15.1 Assignment . [This Agreement may not be assigned by either Party without the prior written consent of the other Party; provided, however, that Hulu may assign this Agreement (a) to an affiliate; (b) to an acquirer in connection with any merger, consolidation, or sale of substantially all of its assets or business or (c) in connection with any transaction or series of transactions resulting from a change of control of Hulu.]3

15.2 Notices . Any notice, request or demand given hereunder will be in writing and delivered by email, facsimile, certified or registered mail with return receipt requested and postage/charges prepaid, or courier, at the addresses listed below or such other address that a Party designates by written notice to the other:

If to Licensor:

10202 W. Washington Blvd.Culver City, California 90232Attention: President, DistributionAttention: EVP, Distribution (Suite HC324)Facsimile: [_____]Email: [_____]

If to Hulu:

12312 W. Olympic BoulevardLos Angeles, California 90064Attention: Senior Vice President, Content Acquisition and DistributionAttention: General CounselFacsimile: (310) 571-4701Email: content@hulu.com; legal@hulu.com

15.3 Governing Law; Jurisdiction . This Agreement will be governed by the laws of the State of California without regard to conflicts of law principles. Each of the Parties irrevocably consents to exclusive personal jurisdiction and venue in the federal and state courts located in Los Angeles County,

3 NTD: Open.

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California for any action or proceeding arising out of or relating to this Agreement, and each irrevocably waives the defense of an inconvenient forum to the maintenance of any such action or proceeding.

15.4 Entire Understanding; Amendment; Remedies Cumulative; Construction . This Agreement, together with all exhibits referenced herein and attached hereto, embodies the entire and exclusive understanding of the Parties with respect to the subject matter hereof, constitutes a binding agreement of the Parties upon the execution hereof, and supersedes all prior written or oral commitments, arrangements, or understandings with respect thereto. No Party has relied on any statement, representation, warranty, or promise not expressly contained in this Agreement. No change, amendment, or modification of any provision of this Agreement will be valid unless set forth in a written instrument signed by the Party subject to enforcement thereof. The failure of one Party to enforce any of the provisions of this Agreement, or the failure to require at any time the performance of the other Party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions (or any other provision), nor in any way affect the ability of a Party to enforce each and every provision thereafter. If any provision of this Agreement is found unenforceable, invalid, or otherwise contrary to law, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose, and all other provisions hereof will continue in full force. All remedies, rights, undertakings, obligations and agreements contained in this Agreement will be cumulative and none of them, nor the exercise or failure to exercise any of them, will be in limitation of any other remedy, right, undertaking, obligation, or agreement of either Party. The Parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture. There are no third-party beneficiaries to this Agreement. The headings and titles of the provisions of this Agreement are inserted for convenience of the Parties only and will not affect the construction or interpretation of any provision hereof.

15.5 Counterparts . This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one agreement. Signatures delivered via facsimile or other electronic delivery (e.g., PDF) will be deemed original signatures.

(Signature Page Follows)

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IN WITNESS WHEREOF, each of the Parties hereto, intending to be bound hereby, has agreed to the terms and conditions of this Agreement as of the date first set forth above.

HULU:

HULU, LLC

By:

Name:

Title

LICENSOR:

SONY PICTURES TELEVISION INC.

By:

Name:

Title:

CONTENT LICENSE AGREEMENT

EXHIBIT A

LICENSED CONTENT

Licensed Content.

The “Licensed Content” shall consist of the English language version of:

1. “Community”: Season 1 (25 half-hour episodes, i.e. approximately 22 minutes of content per episode)

2. “Community”: Season 2 (24 half-hour episodes, i.e. approximately 22 minutes of content per episode)

3. “Community”: all current and future seasons, including Season 3 and beyond, produced by Licensor or an affiliate and initially broadcast in the United States on NBC or a comparable linear broadcast network, provided that the cast of “Community” remains substantially the same on such comparable linear broadcast network, as determined by Hulu in its sole discretion (the “Network”)

4. any cleared and available “auxiliary” content related to or derived from (1) through (3) above (e.g. DVD extras, bonus content, behind-the-scenes footage, “making-of” footage, talent interviews, deleted scenes, etc.) (collectively, “Extra Features”)

Delivery Obligations.

Full Episodes:

• Episodes of Licensed Content whose Initial Broadcast occurred prior to the date of this Agreement: Licensor will deliver each such episode as originally exhibited in its Initial Broadcast promptly following execution of this Agreement and in no event later than fourteen (14) days following execution of this Agreement [checking with WPF. Hulu might already have most of these episodes in connection with its NBC agreement.]

• Episodes of Licensed Content whose Initial Broadcast will occur at or following the date of this Agreement: Licensor will deliver each such episode as originally exhibited in its Initial Broadcast twenty-four (24) hours prior to the east-coast Initial Broadcast

Extra Features: Licensor will promptly deliver Extra Features to Hulu as they become cleared and available to Licensor

VOD Basis and Windowing

ADVOD: Subject to the terms and conditions of this Agreement, Hulu has the right to make the following Licensed Content available on an ADVOD basis on ADVOD Authorized Properties:

• Extra Features to the extent cleared and available

• Episodes:

o Until ADVOD rights generally become available for Licensor to license in the Territory (currently expected to commence in September 2013), any episodes made available on an ADVOD basis by Hulu shall be pursuant to the Hulu-NBC Agreement (or successor Network agreement, if applicable).

o Once ADVOD rights generally become available for Licensor to license in the Territory, subject to any continuing restrictions or holdbacks imposed by the Network, a number of episodes of Licensed Content equal to the greater of (a) the number of episodes made available by Hulu on an ADVOD Basis pursuant to the Network Agreement and (b) five (5) plus one (1) additional episode for each season of Licensed Content produced after Season 2 (the “Licensor ADVOD Episodes”) (such greater number, the “ADVOD Maximum”); provided, however, that in no event will the number of Non-Currents available on an ADVOD Basis exceed the number of Licensor ADVOD Episodes. Hulu may refresh the Licensor ADVOD Episodes on the Hulu ADVOD Service on a calendar monthly basis.

SVOD: Hulu has the right to make all episodes of Licensed Content available on an SVOD Basis during its License Period on the Hulu SVOD Service during the Term in accordance with the terms and conditions of this Agreement. For each episode of Licensed Content whose Initial Broadcast will occur following the date of this Agreement, Hulu has the right to make such episode available on the Hulu SVOD Service no earlier than midnight (12 a.m.) Hawaii Time Zone on the day after the Initial Broadcast of such episode. Once available for exhibition in accordance with the immediately preceding sentence, Hulu has the right to make all such episodes of Licensed Content available on the Hulu SVOD Service through the end of the Term.

EXHIBIT B

LICENSE FEE AND PAYMENT TERMS

License Fees

• The “License Fee” for each episode of Licensed Content will be eight hundred and fifty-thousand dollars ($850,000.00)

• [In the event any episode of Licensed Content is not delivered in accordance with Section 4.1(a), the License Fee for such episode will be reduced by twenty-five thousand dollars ($25,000) for each day late (the “Late License Fee Reduction”)]4

Payment Terms

• For each episode of Licensed Content, Hulu will pay to Licensor the applicable License Fee over five (5) years in twenty (20) equal, quarterly installments of forty-two thousand five hundred dollars ($42,500), commencing on the first calendar quarter in which such episode is first made available by Licensor for exhibition on the Hulu SVOD Service.

• Hulu will make quarterly License Fee payments to Licensor within sixty (60) days after the end of each calendar quarter.

• Hulu will deduct from each quarterly payment the applicable Late License Fee Reduction, if any, for such quarter.

4 NTD: Open.

EXHIBIT C

DISPLAY AND PROMOTIONAL COMMITMENTS

Licensor will display and promote the Licensed Content as follows:

• Licensor will use commercially reasonable efforts, at Hulu’s expense, to facilitate two (2) full shooting days with a reasonable number of “Community” regulars, including a reasonable number of the show’s stars to film promotional spots marketing the show’s availability on Hulu; provided that Hulu shall only be obligated to pay for shooting to the extent and only to the extent such shooting is devoted solely to the promotion of the Licensed Content on the Licensed Service. The first of such shooting days shall be held in 2012 and the second no later than 2013 in Los Angeles.

• Licensor will use commercially reasonable efforts to encourage “Community” cast members to tweet and use other social media services to promote Licensed Content availability on Hulu.

EXHIBIT D

CONTENT PROTECTION REQUIREMENTS

[Attach Hulu content protection schedule]

EXHIBIT E

SVOD USAGE RULES

1. These rules apply to the reception of SVOD content on Personal Computers or other IP connected Approved Devices.

2. Except for Promotional Previews, users must have an active Account (an “Account”) prior to accessing Licensed Content. All Accounts must be protected via account credentials consisting of at least a userid and password.

3. All content delivered to Approved Devices shall be streamed only and shall not be downloaded (save for a temporary buffer required to overcomes variations in stream bandwidth) nor transferrable between devices.

4. At any one time, no more than three (3) concurrent streams may be simultaneously used to receive content by each Customer.

5. All Accounts must have purchasing power such that access to the Account credentials (username and password) is sufficient to enable purchases to be made and charged to the Customer who is the Account owner, other than in connection with Third Party Promotions.

6. Hulu will establish commercially reasonable procedures in accordance with prevailing industry standards to provide for appropriate action to be undertaken, in Hulu’s good faith discretion, with respect to any Customer who violates the Terms of Service. Hulu shall use commercially reasonable efforts to ensure that playback licenses for a single Account are only delivered to the relevant Account holder, which may include members of a single household.

7. Hulu will use appropriate anti-fraud heuristics to prevent unauthorized access of Accounts. As part of this effort, Hulu will monitor operational statistics from the back end (for example, number of streams per Customer in a given period, diversity of stream session locations in a given period, amount and location of concurrent sessions, etc.) to evaluate potential fraud.

EXHIBIT F

ADVERTISING STANDARDS AND GUIDELINES

1) General Standards : The following Standards and Guidelines apply to all advertisements:

a) Advertising should be honest and in good taste.

b) All advertisements must have been created and otherwise be in compliance with all applicable laws, rules, regulations and codes.

c) No advertisement shall in any way infringe the trademark, copyright, privacy, publicity and/or other legal or contractual rights of any person or entity.

d) No advertisement may defame or disparage any person or entity.

e) No advertisement may contain any pornographic content.

f) No advertisement shall be displayed on the Licensed Service prior to clearance of any and all music and/or other intellectual property rights if and to the extent required by law.

g) Each and every claim made in any advertisement (whether express or implied) must be truthful and substantiated, including so as not constituting any form of false advertising.

2) Specific Categories : Without limiting any of the foregoing, the following terms and conditions additionally apply to certain types of advertisements:

a) Alcoholic Beverages : Licensee may accept advertising for alcoholic beverages as long as it meets applicable laws and guidelines.

b) Gambling : Any advertisement promoting any form of gambling or casino play (i) may not depict actual money; and (ii) may promote a website only if and to the extent such website does not permit actual gambling and/or link to a site at which actual gambling may be conducted. Without limiting the foregoing, the advertiser shall be solely responsible for ensuring that the advertisement complies with all applicable federal and/or state gaming laws. Scheduling restrictions may occur.

c) Contests or Sweepstakes : Any advertisement promoting any contest or sweepstakes must be submitted to Licensor together with all applicable contest and/or sweepstakes rules. Additionally, any such advertisement shall include within it all material eligibility requirements, provide for free method of entry and/or include any additional content or disclosure which Licensor may request. Sweepstakes must include: (i) material eligibility requirements and/or restrictions, if

any, such as minimum age and geography requirements and end dates, (ii) where the official rules are available, and (c) a description of the alternate free method of entry.

d) Motion Pictures : Any advertisement promoting a motion picture must include a visual graphic indicating the MPAA rating for the film, for US advertising. Advertisements promoting motion pictures rated NC-17 will be considered on a case-by-case basis, and, if accepted, will likely be subject to scheduling restrictions at Licensor’s discretion. Motion pictures Rated R and Not Yet Rated will be restricted to content where Licensor reasonably believe the majority of viewers are expected to be at least 17 years old or older.

e) Video Games : Any advertisement promoting a video game must adhere to local rules – for example, US advertising must include a visual graphic of and audio reference to the ESRB rating for the game.

f) Strictly Prohibited Categories : Licensee will not accept any advertisements promoting pornography, tobacco products, illegal drugs, premium rate phone numbers and/or firearms.