AND AFFILIATED
COMPANIES AND ENTITIES AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND
AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, COSTS, AND
EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) WITH RESPECT TO ALL THIRD PARTY
CLAIMS ARISING OUT OF COMCAST'S EXHIBITION AND DISTRIBUTION OF THE VOD CONTENT
VIA VOD SYSTEMS OTHER THAN IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT.
THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OR
EXPIRATION OF THIS AGREEMENT.
12.
OWNERSHIP OF MARKS AND CO-BRANDING:
COMCAST ACKNOWLEDGES THAT THE
NAMES AND MARKS "THE EROTIC NETWORK," "TEN," AND "PLEASURE," AND ANY LOGOS AND
VARIATIONS INCORPORATING THE SAME, ARE THE EXCLUSIVE PROPERTY OF CSB, AND THAT
COMCAST HAS NOT AND WILL NOT ACQUIRE ANY PROPRIETARY RIGHTS THERETO BY REASON OF
THIS AGREEMENT.
SIMILARLY, CSB ACKNOWLEDGES THAT THE NAME "COMCAST," COMCAST'S
"CONCENTRIC C" LOGO AND ANY OTHER MARK OR LOGO USED BY COMCAST IN CONNECTION
WITH PROVIDING CABLE SERVICE ARE THE EXCLUSIVE PROPERTY OF COMCAST, AND CSB HAS
NOT AND WILL NOT ACQUIRE ANY PROPRIETARY RIGHTS THERETO BY REASON OF THIS
AGREEMENT.
NEITHER PARTY SHALL HAVE THE RIGHT TO USE THE OTHER PARTY'S NAMES,
MARKS, OR LOGOS OR VARIATIONS THEREOF EXCEPT AT THE TIMES AND IN A MANNER
EXPRESSLY APPROVED IN WRITING BY THE OWNER OF SUCH NAMES, MARKS, OR LOGOS.
COMCAST SHALL SUBMIT TO CSB FOR CSB'S PRIOR APPROVAL, WHICH SHALL NOT BE
UNREASONABLY WITHHELD, ALL PROMOTIONAL AND/OR ADVERTISING MATERIAL (OTHER THAN
MATERIALS PREPARED BY CSB) RELATING TO THE VOD CONTENT BEFORE COMCAST EXHIBITS,
PUBLISHES, OR OTHERWISE DISSEMINATES SUCH MATERIAL, AND CSB SHALL REPLY IN A
TIMELY MANNER.
NOTWITHSTANDING THE FOREGOING, COMCAST'S LISTINGS AND
DESCRIPTIONS WITH RESPECT TO THE VOD CONTENT IN VOD MENUS AND/OR INTERACTION
PROGRAM GUIDE MENUS SHALL NOT REQUIRE PRIOR APPROVAL.
IN ADDITION, COMCAST'S
USE OF NAMES, MARKS, OR LOGOS ASSOCIATED WITH THE VOD CONTENT IN ROUTINE
PROMOTIONAL MATERIALS, SUCH AS BILL STUFFERS, CHANNEL LINE-UP CARDS, PRINTED
PROGRAM GUIDES, OR VIDEO ADVERTISING, SHALL NOT REQUIRE PRIOR APPROVAL AS LONG
AS SUCH NAMES, MARKS, OR LOGOS HAVE BEEN TAKEN FROM LOGO SHEETS OR OTHER
MATERIALS SUPPLIED BY CSB.
13.
TERMINATION AND DEFAULT:
IF EITHER PARTY DEFAULTS IN THE
PERFORMANCE OF ANY OF ITS MATERIAL OBLIGATIONS HEREUNDER OR BREACHES ANY
REPRESENTATION OR WARRANTY, AND SUCH DEFAULT IS NOT CURED WITHIN [***] AFTER
WRITTEN NOTICE THEREOF (OR, IN THE CASE OF A DEFAULT THAT IS NOT CAPABLE OF
BEING CURED WITHIN [***], THEN IF THE DEFAULTING PARTY FAILS TO TAKE ALL
REASONABLE STEPS TO
5
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.
COMMENCE CURING SUCH DEFAULT WITHIN SUCH [***] PERIOD AND THEREAFTER DILIGENTLY
PROCEED TO CURE SUCH DEFAULT), THEN THE OTHER PARTY MAY TERMINATE THIS AGREEMENT
BY GIVING WRITTEN NOTICE THEREOF TO THE DEFAULTING PARTY.
TERMINATION OF THIS
AGREEMENT SHALL