NOT TERMINATE COMCAST'S OBLIGATIONS TO REMIT ANY PAYMENTS TO
WHICH CSB MAY BE ENTITLED AS A RESULT OF ACCRUAL OF SUCH PAYMENTS PRIOR TO THE
DATE OF SUCH TERMINATION.
IN THE EVENT THAT SUCH DEFAULT IN THE PERFORMANCE OF
A PARTY'S MATERIAL OBLIGATIONS INCLUDES COMCAST'S FAILURE TO REMIT ANY FEES DUE
TO CSB AS AND WHEN DUE, IN ADDITION TO ANY OTHER RIGHTS OR REMEDIES WHICH CSB
MAY HAVE AT ITS DISPOSAL, COMCAST SHALL BE RESPONSIBLE FOR ANY AND ALL COSTS OF
COLLECTION, INCLUDING, WITHOUT LIMITATION, ANY LEGAL FEES AND/OR OTHER COSTS
INCURRED BY CSB IN IT CONNECTION WITH ITS ATTEMPT TO COLLECT ANY SUCH FEES.
14.
CONFIDENTIALITY.
NEITHER CSB NOR COMCAST SHALL DISCLOSE TO ANY
THIRD PARTY (OTHER THAN THEIR RESPECTIVE EMPLOYEES, AGENTS OR REPRESENTATIVES IN
THEIR CAPACITY AS SUCH), ANY INFORMATION WITH RESPECT TO THE FINANCIAL OR OTHER
TERMS OF THIS AGREEMENT EXCEPT:
(I) TO THE EXTENT NECESSARY TO COMPLY WITH LAW
OR THE VALID ORDER OF A COURT OF COMPETENT JURISDICTION, IN WHICH EVENT, THE
PARTY MAKING SUCH DISCLOSURE SHALL SO NOTIFY THE OTHER, IN WRITING, WITHIN
[***], AND SHALL SEEK CONFIDENTIAL TREATMENT OF SUCH INFORMATION, (II) AS PART
OF ITS NORMAL REPORTING OR REVIEW PROCEDURE TO ITS PARENT COMPANY, ITS AUDITORS
AND ITS ATTORNEYS, PROVIDED, HOWEVER, THAT SUCH PARENT COMPANY, AUDITORS AND
ATTORNEYS AGREE TO BE BOUND BY THE PROVISIONS OF THIS SECTION 14, (III) IN ORDER
TO ENFORCE ITS RIGHTS PURSUANT TO THIS AGREEMENT, OR (IV) TO ANY BONA FIDE
PROSPECTIVE PURCHASER OF THE STOCK OR ASSETS OF SUCH PARTY.
15.
PRESS RELEASES:
NEITHER PARTY SHALL ISSUE ANY PRESS RELEASE
REGARDING THE BUSINESS RELATIONSHIP OF THE PARTIES AS SET FORTH HEREIN WITHOUT
THE ADVANCE WRITTEN CONSENT OF THE OTHER PARTY.
16.
LIMITATION OF LIABILITY.
SUBJECT TO SECTION 11 HEREOF, NEITHER
PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INCIDENTAL, PUNITIVE,
INDIRECT, OR CONSEQUENTIAL DAMAGES.
17.
ASSIGNMENT.
NEITHER PARTY MAY ASSIGN THE RIGHTS AND OBLIGATIONS
UNDER THIS AGREEMENT, EXCEPT TO AN ENTITY THAT CONTROLS, IS CONTROLLED BY, OR IS
UNDER COMMON CONTROL WITH SUCH PARTY, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER PARTY, SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD.
18.
FORCE MAJEURE:
CSB SHALL NOT BE LIABLE TO COMCAST FOR FAILURE TO
SUPPLY THE VOD CONTENT OR ANY PART THEREOF, NOR SHALL COMCAST BE LIABLE TO CSB
FOR FAILURE TO PROVIDE THE VOD CONTENT OR ANY PART THEREOF TO SUBSCRIBERS, BY
REASON OF ANY ACT OF GOD, LABOR DISPUTE, BREAKDOWN OF FACILITIES, LEGAL
ENACTMENT, GOVERNMENTAL ORDER OR REGULATION, OR ANY OTHER CAUSE BEYOND ITS
RESPECTIVE CONTROL.
19.
CHOICE OF LAW.
THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAW
PROVISIONS.
20.
NO RELATIONSHIP:
THIS AGREEMENT DOES NOT CREATE ANY PARTNERSHIP OR
JOINT VENTURE BETWEEN COMCAST AND CSB.
NEITHER COMCAST NOR CSB WILL BE, OR HOLD
ITSELF OUT AS, THE AGENT OF THE OTHER PARTY IN CONNECTION WITH, OR AS A RESULT
OF, THIS AGREEMENT.
6
Portions