OF REGAL, AND PROVIDED THAT SUCH SPONSORSHIP IS IN
CONFORMANCE WITH THE CONTENT RESTRICTIONS ENUMERATED IN SECTION 4.03(I) THROUGH
(IX) HEREOF.
SECTION 6.05
LLC'S FIRST RIGHT.
REGAL WILL SUBMIT TO LLC FOR
CONSIDERATION BY LLC ANY EVENT OPPORTUNITIES THAT ARE IDENTIFIED BY OR PRESENTED
TO REGAL AND THAT WOULD ORDINARILY FALL WITHIN THE DEFINITION OF DIGITAL
PROGRAMMING SERVICES AND MEETING SERVICES.
SHOULD LLC ELECT NOT TO ENTER INTO A
CONTRACT FOR SUCH EVENTS IN THE DIGITAL PROGRAMMING SERVICES OR MEETING SERVICES
WITHIN 30 DAYS AFTER SUCH SUBMISSION BY REGAL, THEN REGAL MAY PURSUE SUCH EVENT
OPPORTUNITIES INDEPENDENT OF LLC, AND REGAL SHALL RETAIN ANY AND ALL REVENUES
RESULTING FROM SUCH EVENT.
LLC AGREES TO KEEP REGAL INFORMED OF THE PROGRESS IN
NEGOTIATING ANY CONTRACT FOR SUCH EVENTS REFERRED BY REGAL.
SECTION 6.06
DIGITAL PROGRAMMING CONTENT.
WHEN SOURCING DIGITAL CONTENT
PROGRAMMING FOR DIGITAL PROGRAMMING SERVICES AND MEETING SERVICES, LLC AGREES TO
EXERCISE COMMERCIALLY REASONABLE EFFORTS TO SOURCE CONTENT FROM A VARIETY OF
PROVIDERS.
SUCH CONTENT MUST HAVE RECEIVED, OR BE SUCH THAT, HAD IT BEEN RATED,
IT WOULD HAVE RECEIVED, AN MPAA RATING OF "G," "PG," "PG-13" OR "R" (OR THE
EQUIVALENT).
34
SECTION 6.07
USE OF DIGITAL CONTENT NETWORK.
REGAL SHALL HAVE THE RIGHT
TO USE THE DIGITAL CONTENT NETWORK FOR THE DELIVERY OF (A) ANY DIGITAL FILMS,
TRAILERS OR PSA TRAILER, AND (B) ANY EVENT SUBMITTED TO, AND REJECTED BY, LLC
PURSUANT TO SECTION 6.05, AND REGAL SHALL PAY LLC AN ADMINISTRATIVE FEE FOR SUCH
USE AS SET FORTH IN EXHIBIT B.
ARTICLE 7
INTELLECTUAL PROPERTY
SECTION 7.01
SOFTWARE LICENSE.
SUBJECT TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT AND THE LICENSE AGREEMENT, LLC HEREBY GRANTS TO REGAL, AND REGAL
HEREBY ACCEPTS, A NON-EXCLUSIVE, NON-TRANSFERABLE, NON-SUBLICENSEABLE, LIMITED
LICENSE TO INSTALL AND EXECUTE THE OBJECT CODE VERSION OF THE SOFTWARE SOLELY
FOR THE LIMITED PURPOSE TO RECEIVE, STORE, DISPLAY AND EXHIBIT THE DIGITAL
CONTENT SERVICE, THE TRADITIONAL CONTENT PROGRAM AND THE DIGITAL CAROUSEL, AS
APPLICABLE, ON THE LLC EQUIPMENT AND THE REGAL EQUIPMENT SOLELY IN CONNECTION
WITH ITS PERFORMANCE OF AND SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND ONLY TO THE EXTENT SUCH SOFTWARE IS UTILIZED BY REGAL.
SECTION 7.02
LICENSE OF THE LLC MARKS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ANY
GUIDELINES OR REQUIREMENTS PROVIDED IN WRITING FROM TIME-TO-TIME BY LLC TO
REGAL, LLC HEREBY GRANTS AT NO ADDITIONAL COST TO REGAL, AND REGAL HEREBY
ACCEPTS, A NON-EXCLUSIVE, NON-TRANSFERABLE (EXCEPT IN CONNECTION WITH AN
ASSIGNMENT OF THIS AGREEMENT IN ACCORDANCE WITH SECTION 15.08 HEREOF),
NONSUBLICENSEABLE, LIMITED LICENSE (I) TO USE THE LLC MARKS SOLELY IN CONNECTION
WITH ITS PARTICIPATION IN THE SERVICE, AS APPROVED BY LLC IN WRITING IN ADVANCE
(WHICH SHALL NOT BE UNREASONABLY OR UNTIMELY WITHHELD), AND (II) TO USE THE LLC
MARKS IN MARKETING OR ADVERTISING MATERIALS ("MARKETING MATERIALS") THAT HAVE
BEEN APPROVED (WHICH SHALL NOT BE UNREASONABLY OR UNTIMELY WITHHELD) BY LLC
PURSUANT TO THE TERMS HEREOF, PROVIDED AND TO THE EXTENT LLC SHALL