ALL TIMES RECEIVE AND EXHIBIT THE DIGITAL CONTENT
SERVICE OR TRADITIONAL CONTENT PROGRAM AND DIGITAL CAROUSEL IN ACCORDANCE WITH
SUCH POLICIES AND PROCEDURES OF LLC THAT ARE PROVIDED IN ADVANCE TO REGAL AND
CONSISTENTLY APPLIED WITH RESPECT TO OTHER EXHIBITORS FROM TIME TO TIME.
EACH
PARTY SHALL BE SOLELY RESPONSIBLE FOR OBTAINING AND PROVIDING ALL RIGHTS,
LICENSES, CLEARANCES AND CONSENTS NECESSARY FOR THE USE OF
28
ANY INVENTORY IT SOURCES OR CREATES (WHETHER OR NOT IT SOURCES OR CREATES SUCH
INVENTORY ON BEHALF OF THE OTHER PARTY), OR THAT IS PREPARED OR PROVIDED BY
THIRD PARTIES ON ITS BEHALF, AS CONTEMPLATED HEREIN, EXCEPT AS MAY OTHERWISE BE
AGREED BY THE PARTIES IN WRITING.
SECTION 4.10
COOPERATION AND ASSISTANCE.
THE PARTIES AGREE THAT THE
EFFECTIVENESS AND QUALITY OF THE SERVICE AS PROVIDED BY LLC ARE DEPENDENT ON THE
COOPERATION AND OPERATIONAL SUPPORT OF BOTH PARTIES.
(A)
REGAL.
REGAL AGREES THAT IT (AND EACH OF THE THEATRES) SHALL AT
ALL TIMES DURING THE TERM PROVIDE LLC, AT REGAL'S OWN COST EXCEPT AS OTHERWISE
PROVIDED IN THIS AGREEMENT, WITH THE FOLLOWING:
(I)
INTERNAL RESOURCES AND PERMISSIONS AS REASONABLY REQUIRED TO
EFFECTUATE DELIVERY OF THE SERVICE, INCLUDING WITHOUT LIMITATION PROJECTION AND
SOUND TECHNICIANS AND OTHER EMPLOYEES TO ASSIST WITH LLC EQUIPMENT INSTALLATION
AND DIGITAL CONTENT SERVICE, DIGITAL PROGRAMMING SERVICES AND MEETING SERVICES
TRANSMISSION;
(II)
UNLESS UNAVAILABLE, 24 (HOUR) BY 7 (DAY) "REAL TIME" ACCESS VIA
REGAL'S NETWORK ASSETS IN CONFORMITY WITH REGAL'S NETWORK USE AND SECURITY
POLICIES (PROVIDED IN ADVANCE TO LLC AND CONSISTENTLY APPLIED WITH RESPECT TO
OTHER REGAL SERVICE PROVIDERS) TO THE IN-THEATRE SOFTWARE AND HARDWARE
COMPONENTS OF THE DIGITAL CONTENT NETWORK, CONSISTENT WITH THE SERVICE LEVEL
AGREEMENTS (AS SET FORTH IN THE SPECIFICATION DOCUMENTATION), SO THAT LLC CAN
MONITOR THE DISTRIBUTION AND PLAYBACK OF THE SERVICE AND THE PARTIES WILL
REASONABLY COOPERATE TO ENSURE THAT CORRECTIONS OR CHANGES ARE MADE AS REQUIRED
TO DELIVER THE SERVICE;
(III)
DETAILED PLAYBACK INFORMATION IN A FORM, WHETHER ELECTRONIC OR
HARD COPY, AND AT SUCH TIMES AS EITHER REGAL OR LLC SHALL REASONABLY REQUEST;
(IV)
PROMPT NOTIFICATION OF RECEPTION, PLAYBACK OR OTHER TECHNICAL
PROBLEMS ASSOCIATED WITH RECEIPT OF THE SERVICE;
(V)
THE RESULTS OF QUALITY AUDITS PERFORMED BY REGAL PERIODICALLY
DURING THE TERM UPON LLC'S REQUEST AND AT ITS DIRECTION TO CONFIRM PLAYBACK
COMPLIANCE;
(VI)
ADEQUATE OPPORTUNITIES TO TRAIN REGAL PERSONNEL, AS PROVIDED IN
SECTION 3.06;
(VII)
ATTENDANCE DATA FILM-BY-FILM, RATING-BY-RATING AND
THEATRE-BY-THEATRE FOR ALL THEATRES, IN AN ELECTRONIC FORM AND IN A FORMAT
AGREED BY THE PARTIES, AT SUCH TIMES AS ARE CONSISTENT WITH REGAL'S INTERNAL
REPORTING SYSTEMS BUT IN ANY EVENT AT LEAST WEEKLY;
(VIII)
ON A MONTHLY, QUARTERLY AND ANNUAL BASIS AS REQUESTED BY LLC FROM
TIME TO TIME, A LIST OF ALL THEATRES, INCLUDING (I) IDENTIFICATION OF WHICH
THEATRES ARE DIGITIZED THEATRES, (II) THE NUMBER OF TOTAL SCREENS AND DIGITAL
SCREENS AT EACH THEATRE AND FOR ALL THEATRES AT WHICH ADVERTISING SERVICES ARE
PROVIDED, (III) IDENTIFICATION OF ANY THEATRES THAT ARE NOT EQUIPPED WITH AT
LEAST ONE LOBBY SCREEN TO