BY NETWORK, BUT OTHERWISE SUCH EXPENSES SHALL BE BORNE BY
NETWORK.
FORTHWITH AFTER AFFILIATE'S RECEIPT OF AN EXAMINATION OR AUDIT REPORT
AND IN ACCORDANCE THEREWITH THE AFFILIATE SHALL PAY TO NETWORK THE DIFFERENCE
BETWEEN THE PLEASURE SERVICE CHARGE PAID AND THE PLEASURE SERVICE CHARGE WHICH
SHOULD HAVE BEEN PAID, TOGETHER WITH INTEREST THEREON FROM THE DATE PAYMENT
SHOULD HAVE BEEN MADE UNTIL THE DATE PAYMENT IS MADE AT THE RATE OF INTEREST
PROVIDED FOR IN SECTION 6(E) OF THIS AGREEMENT.
9
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.
10.
PROMOTION, MARKETING AND SALES AND TRADEMARK
APPROVALS.
A.
NETWORK SHALL PROVIDE MARKETING AND
PROMOTIONAL ADVICE AND INFORMATION AS IT DEEMS NECESSARY.
B.
NETWORK SHALL HAVE THE RIGHT TO REVIEW
AND APPROVE, IN ADVANCE, ANY OF AFFILIATE'S PUBLICITY ABOUT THE PLEASURE
SERVICE.
C.
AFFILIATE HAS NOT AND WILL NOT ACQUIRE
ANY PROPRIETARY RIGHTS IN ANY OF THE NETWORK MARKS, THE PLEASURE SERVICE, THE
PLEASURE SERVICE PROGRAMMING OR ANY TRADE NAMES, TRADEMARKS, SERVICE MARKS OR
LOGOS ASSOCIATED WITH THE PLEASURE SERVICE OR ITS PROGRAMMING BY REASON OF THIS
AGREEMENT.
AFFILIATE FURTHER ACKNOWLEDGES THE GREAT VALUE OF THE GOODWILL
ASSOCIATED WITH THE NETWORK MARKS, AND THAT ANY ADDITIONAL GOODWILL IN THE
NETWORK MARKS WHICH MAY BE CREATED THROUGH THE USE OF THE NETWORK MARKS BY
AFFILIATE SHALL INURE TO THE SOLE BENEFIT OF NETWORK.
AFFILIATE MAY USE THE
NETWORK MARKS ONLY IF IT IS CLEAR THAT THE NETWORK MARKS USED ARE SERVICE MARKS
FOR THE PROGRAMS AND PROGRAM SERVICES OF NETWORK WHICH AFFILIATE DISTRIBUTES AND
SUCH USE SHALL BE IN ACCORDANCE WITH ANY FURTHER INSTRUCTIONS THAT MAY BE ISSUED
BY NETWORK FROM TIME TO TIME; PROVIDED, HOWEVER, ANY USE OF ANY NETWORK MARK
THAT IS NOT CONSISTENT WITH PRIOR APPROVED USES REQUIRES THE PRIOR EXPRESS
WRITTEN APPROVAL OF NETWORK.
AFFILIATE SHALL SUBMIT ANY INITIAL USE OF THE
NETWORK MARKS TO NETWORK FOR NETWORK'S PRIOR WRITTEN APPROVAL AT LEAST [***]
PRIOR TO THEIR INTENDED DISTRIBUTION; HOWEVER, ROUTINE MATERIALS SUCH AS CHANNEL
LINE-UP CARDS AND BILLING INSERTS ARE DEEMED APPROVED PROVIDED THEY COMPLY WITH
NETWORK'S REASONABLE WRITTEN INSTRUCTIONS AND NETWORK DOES NOT EXPRESS ANY
REASONABLE OBJECTION TO THE USE OF THE NETWORK MARKS.
AFFILIATE WILL NOT
DISSEMINATE ANY MATERIAL THAT HAS NOT BEEN APPROVED BY NETWORK IN ACCORDANCE
WITH THE TERMS HEREOF.
ANY SUCH APPROVAL MUST BE GRANTED OR WITHHELD WITHIN
[***] OF NETWORK'S RECEIPT OF MATERIALS FOR APPROVAL.
FAILURE BY NETWORK TO
RESPOND WITHIN [***] OF NETWORK'S RECEIPT OF MATERIALS FOR APPROVAL WILL BE
DEEMED TO CONSTITUTE APPROVAL OF SUCH MATERIALS, ALTHOUGH ANY RESPONSE FOR
PURPOSES OF THIS PARAGRAPH MAY BE GIVEN TELEPHONICALLY.
11.
REPRESENTATIONS AND WARRANTIES;
INDEMNIFICATION.
A.
NETWORK AND AFFILIATE EACH REPRESENT
AND WARRANT TO THE OTHER THAT EACH HAS THE REQUISITE POWER AND AUTHORITY TO
ENTER INTO