ANY [***] OR [***], BUT MAY CONTAIN [***] FOR CURRENT AND FUTURE PROGRAMS,
PROVIDED, HOWEVER THAT NO SINGLE PROGRAM ORDERED BY ANY VOD SUBSCRIBER SHALL BE
ACCOMPANIED BY MORE THAN [***] OF [***] IN THE AGGREGATE, AND FURTHER PROVIDED
THAT NO [***] FOR ANY PROGRAM THAT IS PART OF THE [***] STANDARD PROGRAMMING
PACKAGE SHALL BE CONTAINED IN ANY VOD CONTENT THAT IS IN THE [***] STANDARD
PROGRAMMING PACKAGE.
9.
SECURITY:
COMCAST SHALL USE [***] TO ENSURE THAT ANY VOD SERVER
ON WHICH THE PROGRAMS ARE STORED SHALL BE SECURE AND NOT ACCESSIBLE BY ANY
UNAUTHORIZED THIRD PARTIES.
EXCEPT AS OTHERWISE PERMITTED HEREIN, COMCAST SHALL
NOT RECORD, COPY, OR DUPLICATE ANY PROGRAM INCLUDED IN THE VOD CONTENT, OTHER
THAN FOR THE PURPOSE OF IMPLEMENTING THE AUTHORIZED DISTRIBUTION OF THE VOD
CONTENT TO VOD SUBSCRIBERS, IT BEING UNDERSTOOD THAT COMCAST'S ASSISTANCE IN
CONNECTING SUBSCRIBERS' HOME RECORDING DEVICES SUCH AS VCRS IS NOT PROHIBITED
AND THAT COMCAST IS NOT RESPONSIBLE FOR SUBSCRIBERS' HOME RECORDING.
UPON
WRITTEN NOTICE BY CSB THAT CSB NO LONGER HAS THE RIGHTS TO INCLUDE ANY
PARTICULAR PROGRAM AS PART OF THE VOD CONTENT, COMCAST SHALL ERASE AND
PERMANENTLY DELETE ALL COPIES OF SUCH PROGRAM THAT ARE STORED IN COMCAST'S VOD
SERVERS.
10.
REPRESENTATIONS.
CSB REPRESENTS AND WARRANTS THAT IT HAS AND WILL
MAINTAIN DURING THE TERM, AT ITS SOLE EXPENSE, ALL NECESSARY RIGHTS FOR COMCAST
TO EXHIBIT AND DISTRIBUTE VIE VOD THE VOD CONTENT THROUGH TO COMCAST'S
SUBSCRIBERS (INCLUDING, WITHOUT LIMITATION, ALL COPYRIGHTS, PERFORMANCE RIGHTS,
SYNCHRONIZATION RIGHTS, MECHANICAL RIGHTS, AND OTHER APPLICABLE RIGHTS,
AUTHORIZATIONS, AND LICENSES, COVERING ALL TRANSMISSIONS OF COPYRIGHTED CONTENT
CONTAINED IN THE VOD CONTENT) IN ACCORDANCE WITH THIS AGREEMENT.
EXCEPT AS
STATED IN THIS
4
Portions of this Exhibit have been redacted pursuant to a request for
confidential treatment under Rule 24b-2 of the General Rules and Regulations
under the Securities Exchange Act.
Omitted information, marked "[***]" in this
Exhibit, has been filed with the Securities and Exchange Commission together
with such request for confidential treatment.
AGREEMENT, ALL VOD CONTENT IS PROVIDED BY CSB ON AN "AS IS" BASIS AND CSB MAKES
NO REPRESENTATIONS OF ANY KIND WITH RESPECT TO THE VOD CONTENT, INCLUDING, BUT
NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
11.
INDEMNIFICATION.
COMCAST AND CSB EACH AGREES TO HOLD THE OTHER
PARTY, ITS PARENT, SUBSIDIARY AND AFFILIATED COMPANIES AND ENTITIES AND THEIR
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS HARMLESS FORM AND AGAINST ANY AND ALL
DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES)
ARISING OUT OF ANY BREACH OR ALLEGED BREACH OF ANY OF ITS RESPECTIVE
REPRESENTATIONS OR OBLIGATIONS PURSUANT TO THIS AGREEMENT.
FURTHERMORE, CSB
WILL INDEMNIFY AND HOLD HARMLESS COMCAST, ITS PARENT, SUBSIDIARY, AND AFFILIATED
COMPANIES AND ENTITIES AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM
AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, COSTS, AND EXPENSES
(INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF THE VOD CONTENT, THE
PROGRAMS AND/OR ANY MATERIAL INCLUDED THEREIN.
ADDITIONALLY, COMCAST WILL
INDEMNIFY AND HOLD HARMLESS CSB, ITS PARENT, SUBSIDIARIES,