In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

Input: Consider Input: EXHIBIT (J)(4)

                  UNCONDITIONAL CAPITAL MAINTENANCE AGREEMENT                                     BETWEEN                       AMERICAN INTERNATIONAL GROUP, INC.                                       AND               AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE

This Unconditional Capital Maintenance Agreement (this Agreement), is made, entered into and effective as of March 30, 2011, by and between American International Group, Inc., a corporation organized under the laws of the State of Delaware (AIG), and American General Life Insurance Company of Delaware, a corporation organized under the laws of the Delaware (the Company).

                                  WITNESSETH:

   WHEREAS, the Company is a life insurer subject to certain capital requirements of the insurance laws and regulations of Delaware (the Domiciliary State);

   WHEREAS, the Company is an indirect wholly owned subsidiary of AIG; and

   WHEREAS, AIG has an interest in unconditionally maintaining and enhancing the Company's financial condition:

   NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:

    1. In the event that the Company's Total Adjusted Capital for each of the        Company's first and third fiscal quarters (as determined based on the        Company's first and third fiscal quarterly filed statutory financial        statements, respectively, subject to any adjustments or modifications        thereto required by the Domiciliary State's insurance department or the        Company's independent auditors) falls below the Specified Minimum        Percentage of the Company's projected Company Action Level RBC (in each        case as estimated by the Company as of the end of each such first and        third fiscal quarters, as the case may be), AIG shall, within the        respective time periods set forth under paragraph 4, in accordance with        paragraph 5 and in compliance with applicable law, provide to the        Company cash, cash equivalents, securities or other instruments that        qualify (as admitted assets) for purposes of calculating the Company's        Total Adjusted Capital, as a contribution and not as a loan, in an        amount such that the Company's Total Adjusted Capital as of the end of        each of the

       Company's second and fourth fiscal quarter, as the case may be, will be        projected to be at least equal to the Specified Minimum Percentage of        the Company's Company Action Level RBC. Notwithstanding the foregoing,        AIG may, at any time as it deems necessary in its sole discretion and in        compliance with applicable law, make a contribution to the Company in        such amount as is required for the Company's Total Adjusted Capital to        equal a percentage of its Company Action Level RBC determined to be        appropriate by the Company and AIG.

    2. In the event that the Company's Total Adjusted Capital (a) for each of        the Company's first, second and third fiscal quarters (as determined        based on the Company's first, second and third fiscal quarterly filed        statutory financial statements, respectively, subject to any adjustments        or modifications thereto required by the Domiciliary State's insurance        department or the Company's independent auditors) is in excess of the        Specified Minimum Percentage of the Company's projected Company Action        Level RBC (in each case as estimated by the Company as of the end of        each such first, second and third fiscal quarters, as the case may be)        or (b) as of each fiscal year end (as shown in the Company's fiscal        year-end filed statutory financial statements, together with any        adjustments or modifications thereto required by the Domiciliary State's        insurance department or the Company's independent auditors) is in excess        of the Specified Minimum Percentage of the Company's Company Action        Level RBC (as shown in such fiscal year-end statutory financial        statements), the Company shall, within the respective time periods set        forth under paragraph 4, in accordance with paragraph 5 and subject to        approval by the Company's board of directors as required by the laws of        the Domiciliary State, declare and pay dividends ratably to its equity        holders in an aggregate amount equal to the lesser of (i) the amount        necessary to reduce the Company's projected or actual Total Adjusted        Capital as of each of the end of the Company's fiscal quarter or fiscal        year, as the case may be, to a level equal to or not materially greater        than the Specified Minimum Percentage of the Company's Company Action        Level RBC or (ii) the maximum amount permitted by the Domiciliary        State's law to be paid as an ordinary dividend less an amount that the        Company and AIG agree is appropriate to protect the Company from        exceeding such maximum amount allowed by such Domiciliary State's law as        a result of potential audit adjustments or adjustments to the        projections on which such dividend amount is based. For the avoidance of        doubt, this paragraph shall only require the Company to pay ordinary        dividends; under no circumstances shall the Company be required to pay        any dividend which would trigger the

       extraordinary dividend provisions of Section 18 (S) 5005 (B) of the





       Insurance Law of the Domiciliary State or that is otherwise prohibited        by the Domiciliary State. Notwithstanding the foregoing, this Agreement        does not prohibit the payment of extraordinary dividends to reduce the        Company's projected or actual Total Adjusted Capital to a level equal to        or not materially greater than the Specified Minimum Percentage of the        Company's Company Action Level RBC.

    3. For the avoidance of doubt, the terms Total Adjusted Capital, Company        Action Level RBC, and Surplus to Policyholders shall have the        meanings ascribed thereto under the insurance laws and regulations of        the Domiciliary State, or, with respect to Total Adjusted Capital and        Company Action Level RBC, if not defined therein, shall have the        meanings ascribed thereto in the risk-based capital (RBC) instructions        promulgated by the National Association of Insurance Commissioners        (NAIC). The term Specified Minimum Percentage shall be equal to the        percentage set forth on Schedule 1 attached hereto, which shall be        agreed to by AIG and the Company at least once every year beginning upon        the date of the filing of the Company's 2010 Annual Statement with the        Domiciliary State's insurance department and following review against        the capital adequacy standards and criteria (Agency Criteria) of each        of Standard & Poor's Corp. (S&P), Moody's Investors Service        (Moody's) and A.M. Best Company (A.M. Best). Notwithstanding the        obligation of the Company and AIG to review the Specified Minimum        Percentage on an annual basis, the parties hereto agree to review and        revise the Specified Minimum Percentage on a more frequent basis, if the        parties agree it is appropriate, to take into account (a) any material        changes after the date hereof to any Agency Criteria adopted by any of        S&P, Moody's or A.M. Best, on the one hand, or to the law of the        Domiciliary State or NAIC RBC rules or instructions, on the other hand,        which causes the results under the Agency Criteria to diverge from that        under the law of the Domiciliary State or NAIC RBC rules or        instructions, (b) the Company completes a material transaction that is        treated materially differently by the Agency Criteria, on the one hand,        and the NAIC RBC rules or instructions, on the other hand, or (c) any        other material development or circumstance affecting the Company which        AIG and the Company agree merits a reevaluation of the Specified Minimum        Percentage then in effect.

    4. The Company and AIG agree that any contribution to be made under        paragraph 1 will take place within the following two time periods per        year, as applicable: (a) during the time beginning on the first business        day after the filing of the Company's first fiscal

                                      3

       quarterly statutory financial statements and ending on the last business        day prior to the end of the Company's second fiscal quarter; and        (b) during the time beginning on the first business day after the filing        of the Company's third fiscal quarterly statutory financial statements        and ending on the last business day prior to the end of the Company's        fourth fiscal quarter. Notwithstanding the foregoing, in compliance with        applicable law, any capital contribution provided for under paragraph 1        may be made by AIG after the close of any fiscal quarter or fiscal year        of the Company but prior to the filing by the Company of its statutory        financial statements for such fiscal quarter or fiscal year,        respectively, and contributions of this nature shall be recognized as        capital contributions receivable as of the balance sheet date of the yet        to be filed quarterly or annual financial statement (as the case may        be), pursuant to paragraph 8 of Statement of Statutory Accounting        Principles No. 72, to the extent approved by the Domiciliary State. The        Company and AIG further agree that any dividends to be made under        paragraph 2 will take place as soon as practicable after the filing by        the Company of the relevant fiscal quarter-end or fiscal year-end        statutory financial statements or such earlier time as may be agreed by        the Company and AIG.

    5. At the time that any contribution is due under paragraph 4, AIG agrees        that it will either (a) make such contribution to the Company's direct        parent and cause such direct parent to then contribute such funds,        securities or instruments so contributed by AIG to the Company, or        (b) make such contribution directly to the Company without receiving any        capital stock or other ownership interest in exchange therefor, subject        in either case to any required regulatory approvals. At any time any        dividends are due under paragraph 4, the Company agrees that it will        make such dividend to the Company's direct parent and will use its best        efforts to cause such direct parent to then dividend or otherwise        provide such funds to AIG. All contributions and dividends contemplated        under this Agreement shall be approved, declared and made, as        applicable, in compliance with applicable law, including, without        limitation, approval by the board of directors of each applicable entity        (including the Company) and any prior notice requirements specified        under applicable rules and regulations of the Domiciliary State.

    6. Subject to the requirements of applicable law and the approval, to the        extent required, by any or all of the Company's senior management,        relevant management committees, board of directors, and of any insurance        regulator, the Company hereby acknowledges that, in a manner consistent        with past practice and

       any other reasonable requirements of AIG, it will comply with all        financial and budgetary planning, risk mitigation, derisking or pricing,        corporate governance, investment, informational and procedural





       requirements set forth by AIG.

    7. AIG hereby waives any failure or delay on the part of the Company in        asserting or enforcing any of its rights or in making any claims or        demands hereunder.

    8. Unless earlier terminated in accordance with this paragraph 8, this        Agreement shall continue indefinitely. AIG shall have the absolute right        to terminate this Agreement upon thirty (30) days' prior written notice        to the Company, which notice shall state the effective date of        termination (the Termination Date); PROVIDED, HOWEVER, that AIG agrees        not to terminate this Agreement unless (a) AIG significantly modifies        the corporate structure or ownership of the Company, or (b) AIG sells        the Company to an acquirer (i) having a rating from at least one of S&P,        Moody's, A.M. Best or a substitute agency, which is a nationally        recognized statistical rating organization, that is at least equal to        the lower of (x) AIG's then-current rating from such agency or (y) the        Company's then-current rating as supported by this Agreement from such        agency; or (ii) such that, immediately on the effective date of the sale        by AIG of the Company, the Company's capitalization is consistent with        the minimum capital adequacy standards and criteria of at least one of        S&P, Moody's, A.M. Best or a substitute agency, which is a nationally        recognized statistical rating organization, for a rating that is equal        to or better than the Company's then-current rating on the date        immediately preceding such sale. To the extent not terminated previously        by AIG pursuant to the foregoing, this Agreement will terminate        automatically one year after the closing of any sale of the Company by        AIG, and all provisions hereof will be of no further force and effect.        For the avoidance of doubt, the termination of this Agreement pursuant        to this paragraph 8 shall not relieve either party of any obligation it        may owe to the other party hereunder that existed prior to, and remains        outstanding as of, the Termination Date.

    9. Any policyholder holding a policy issued by the Company prior to the        termination of this Agreement shall have the right to demand that the        Company enforce the Company's rights under paragraphs 1, 4 and 5 of this        Agreement, and, if the Company fails or refuses to take timely action to        enforce such rights or the Company defaults in any claim or other        payment owed to any such policyholder when due, such policyholder may        proceed directly against AIG to enforce the Company's rights under        paragraphs 1, 4 and 5 of this

                                      5

       Agreement; PROVIDED, HOWEVER, that no policyholder of the Company may        take any action authorized under this paragraph 9 unless and until        (a) such policyholder has given AIG written notice of its intent to        enforce the terms of this Agreement as provided in this paragraph 9,        which notice shall specify in reasonable detail the nature of and basis        for the policyholder's complaint and (b) AIG has failed to comply with        this Agreement within sixty (60) days after such notice is given; and,        PROVIDED, FURTHER, that upon termination of this Agreement in accordance        with paragraph 8 hereof, the rights of any policyholder as provided for        under this paragraph 9 shall terminate effective as of the Termination        Date, except with respect to the obligation of AIG (if any) to make        capital contributions to the Company pursuant to paragraphs 1, 4 and 5        of this Agreement solely to the extent such obligation arose prior to,        and remained unsatisfied as of, the Termination Date (it being        understood that upon AIG's satisfaction of all such obligations after        the Termination Date, no such policyholder shall have any rights against        the Company or AIG, as the case may be, under this paragraph 9).

    10.This Agreement is not, and nothing herein contained and nothing done        pursuant hereto by AIG shall constitute or be construed or deemed to        constitute, an evidence of indebtedness or an obligation or liability of        AIG as guarantor, endorser, surety or otherwise in respect of any        obligation, indebtedness or liability, of any kind whatsoever, of the        Company. This Agreement does not provide, and is not intended to be        construed or deemed to provide, any policyholder of the Company with        recourse to or against any of the assets of AIG.

    11.Any notice, instruction, request, consent, demand or other communication        required or contemplated by this Agreement shall be in writing, shall be        given or made or communicated by United States first class mail,        addressed as follows:

       If to AIG:

          American International Group, Inc.           180 Maiden Lane           New York, New York 10038           Attention: Secretary

       If to the Company:

          American General Life Insurance Company of Delaware           c/o SunAmerica Financial Group, Inc.           2727-A Allen Parkway

          Houston, Texas 77019           Attention: Chief Financial Officer





       with a copy (which shall not constitute notice) to:

          American General Life Insurance Company of Delaware           c/o SunAmerica Financial Group, Inc.           1999 Avenue of the Stars           Los Angeles, CA 90067           Attention: General Counsel

    12.On April 24, 2011, this Agreement shall supersede and replace that        certain letter agreement, dated December 13, 1991, by and between AIG        and the Company regarding capital maintenance without the need for any        action.

    13.The covenants, representations, warranties and agreements herein set        forth shall be mutually binding upon and inure to the mutual benefit of        AIG and its successors and the Company and its successors.

    14.This Agreement shall be governed by and construed in accordance with the        laws of New York, without giving effect to the principles of conflict of        laws.

    15.If any provision of this Agreement shall be declared null, void or        unenforceable in whole or in part by any court, arbitrator or        governmental agency, said provision shall survive to the extent it is        not so declared and all the other provisions of this Agreement shall        remain in full force and effect unless, in each case, such declaration        shall serve to deprive any of the parties hereto of the fundamental        benefits of or rights under this Agreement.

    16.This Agreement constitutes the entire agreement between the parties        hereto with respect to the subject matter hereof and supersedes all        prior and contemporaneous agreements, understandings, negotiations and        discussion, whether oral or written, of the parties. This Agreement may        be amended at any time by written agreement or instrument signed by the        parties hereto.

    17.This Agreement may be signed by the parties in one or more counterparts        which together shall constitute one and the same agreement among the        parties.

                           [signature page follows]

                                      7

   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

AMERICAN INTERNATIONAL GROUP, INC.

By:  /S/ BRIAN T. SCHREIBER      --------------------------      Name: Brian T. Schreiber      Title: Executive Vice      President

By:  /S/ ROBERT A. GENDER      --------------------------      Name: Robert A. Gender      Title: Senior Vice      President and Treasurer

AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE

By:  /S/ DON W. CUMMINGS      --------------------------      Name: Don W. Cummings      Title: Senior Vice      President and Chief      Financial Officer

                                  SCHEDULE 1

The Specified Minimum Percentage shall initially equal 350% of the Company's Company Action Level RBC. 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

Output: 16328


Input: Consider Input: Exhibit 10.24    *Portions of this exhibit marked [*] are requested to be treated confidentially.   CONTENT LICENSE AGREEMENT       This CONTENT LICENSE AGREEMENT (the Agreement) is entered into and effective September 17, 2008 (the Effective Date), by and between World Book, Inc. (World Book), a Delaware corporation with offices at 233 North Michigan Avenue, Suite 2000, Chicago, IL 60601, and HSW International, Inc. (HSWI), a Delaware corporation with offices at One Capital City Plaza, 3350 Peachtree Road, Suite 1600, Atlanta, Georgia 30326.       WHEREAS, World Book owns or licenses certain articles and other materials including, without limitation, the Reference Content and Images content.       WHEREAS, HSWI desires to Display certain Content on the HSWI Websites and World Book desires to license the Content for this use in accordance with the terms and conditions set forth herein.       NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below, the parties hereto agree as follows:   1.   DEFINITIONS. Capitalized terms not otherwise defined herein shall have the meanings specified below.   1.1 Acquisition is defined in Section 11.8 hereof.   1.2 Payments/Advances is defined in Section 4.1(ii) hereof.   1.3 Affiliate means any distributor or franchisee of HSWI or any company or other entity worldwide, including without limitation corporations, partnerships, joint ventures, and limited liability companies in which HSWI directly or indirectly holds at least a 19% ownership, equity, control or financial interest and which HSWI intends to enjoy any of HSWI's rights hereunder. A list of Affiliates as of the Effective Date is attached hereto as Attachment A. Attachment A may be modified from time to time upon notice by HSWI to reflect a revised list of Affiliates and each modified Attachment A shall be deemed incorporated herein by reference.   1.4 Affinity means the arrangement of Reference Content and Images into articles about a variety of subjects as agreed by HSWI and World Book in accordance with this Agreement and identified in detail in Schedule A.   1.5 Article is defined in Section 2.2(i) hereof.   1.6 Buy-Out Fee is defined in Section 4.2 hereof.   1.7 Competitors is defined in Section 11.8 hereof.   1.8 Competitors II is defined in Section 2.1(ii) hereof.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





1.9 Confidential Information means any and all trade secrets, proprietary or confidential information of either party and includes, without limitation: (a) any information, software, material, data or business, financial, operational, customer, vendor, and other information disclosed by one party to the other, (b) the terms of this Agreement, and/or (c) the fact of the existence of this Agreement except as specifically permitted in Section 7. Confidential Information will not include information that the receiving party can prove: (w) was already in such party's possession prior to receipt; (x) was independently developed by such party; (y) was obtained from a third party who had the right to disclose such information to such party, and/or (z) was or became generally available to the public other than as a result of disclosure by such party.   1.10 Content means, collectively: (a) the Reference Content; (b) Translated Content; (c) any updates to any of the foregoing provided by World Book; and (d) World Book Derivatives. The term Content shall not include any HSWI Modifications.   1.11 Delivery Period means the following:   (i)   July 1, 2008 - December 30th, 2009   1.12 Display means to use, publicly display, publicly perform, provide a link to, provide the ability to download and/or print and otherwise make available on or through web sites.   1.13 Effective Date is defined in the preamble of this Agreement.   1.14 Encyclopedia means a tab or section of a website: (a) branded with the word encyclopedia; or (b) that consists solely of multiple unrelated Affinities as provided by World Book hereunder.   1.15 Excess Royalties is defined in Section 4.1(iii) hereof.   1.16 Exclusive shall mean World Book shall have no further right to grant to third parties the same or any other licenses to the Content in the Open Free Web and itself retains no such rights or other licenses.   1.17 Force Majeure Event is defined in Section 11.1 hereof.   1.18 HSWI Modifications means modifications to the Content made by or on behalf of HSWI or its Affiliates in accordance with this Agreement, except to the extent the HSWI Modifications are World Book Derivatives.   1.19 HSWI Websites means, collectively, the Chinese language website found at bowenwang.com.cn, and all other websites (be they Chinese language or non-Chinese language) owned or controlled by HSWI or its Affiliates whether presently existing or later developed, and all successor websites to any of the foregoing websites

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





1.20 Images means illustrative materials, including but not limited to charts, graphs, photographs, tables and renderings wholly owned by World Book and licensed to HSWI.   1.21 Intellectual Property Rights means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of droit moral, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic.   1.22 Net Revenue means gross revenue less costs not to exceed [*] percent ([*]%) of such gross revenue, including reasonable third-party agency/ third-party advertising sales commissions and rebates and serving, bad debts and applicable taxes.   1.23 Open Free Web means all websites (i) through which content can be indexed by Google and/or other consumer search engines; (ii) through which content is openly accessible by the public free of charge, and/or (iii) that do not charge a subscription fee or other fee for access to the content of the website.   1.24 Reference Content means content created from various World Book digital databases, print products, outside reference sources or materials acquired by World Book and which shall be provided in simplified Chinese characters and shall consist of sixteen million (16,000,000) to [*] ([*]) Chinese characters.   1.25 Royalties means fees payable by HSWI to World Book and calculated on the basis set forth in Section 4.1 hereof.   1.26 Significant Breach means an uncured breach (pursuant to the cure provisions of Section 6.2(i)) by HSWI of one or more of the following:   (i)   HSWI brands the Affinities with the word Encyclopedia and/or Displays the Affinities or the underlying Reference Content and/or Images as an Encyclopedia in breach of Section 2.2(iii);   (ii)   HSWI uses or Displays the World Book Brand to promote the Content in violation of Section 7.4;   (iii)   HSWI assigns this Agreement to a Competitor (as defined in Section 11.8) of World Book in violation of Section 11.8; and/or   (iv)   HSWI fails to make payments as required by Section 4.   1.27 Translated Content means non-Chinese versions of the Affinities and/or the Reference Content, created pursuant to Section 2.3.   [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





  1.28 Updating Services means that upon World Book's update to or maintenance of the World Book Online Reference Center or the Reference Content, World Book will provide notice, a reference to the affected Articles, and the actual content of the update to HSWI so that HSWI can update and maintain the factual data in the Affinities. Such services shall be of the scope and nature with which World Book updates and maintains its content in the normal course of its own updating and maintenance process.   1.29 World Book Brand is defined in Section 7.4 hereof.   1.30 World Book Derivatives means any modifications, updates or other derivative works to the Content based on other Content provided by World Book regardless of who performs such modifications, updates or other derivative works.   1.31 World Book Online Reference Center means World Book's online product found at www.worldbookonline.com or any successor URL thereto.   2. LICENSE GRANT.   2.1 License Grant and Restrictions.   (i) License Grant. Subject to the terms and conditions set forth herein, World Book hereby grants to HSWI, a perpetual, irrevocable limited license to use, copy, store, archive, distribute, transmit, modify (subject to Section 2.1(iv)), and Display the Content, Images and Affinities in whole or in part, only on the HSWI Websites or in promotions in any media for the HSWI Websites. The license to each component of the Content, Images and Affinities shall be subject to the term and exclusivity provisions set forth in this Section 2. The license to each component of the Content, Images and Affinities shall be supplemented by any additional license rights in this Section 2, and in the event of any conflict with this Section 2.1 such other additional license rights in this Section 2 shall prevail.   (ii) Right to Sublicense. World Book further grants HSWI the right to sub-license the Content, Images and Affinities to users of the HSWI Websites to view, to store, and to make reasonable copies of the Content, Images and Affinities to use such Content, Images and Affinities for non-commercial, private purposes, provided that HSWI sets forth the limited terms of such sublicense in writing in the HSWI Websites' terms and conditions. In addition, World Book grants HSWI the right to sub-license the Content for business development purposes, with no more than [*] ([*]%) of the Content being licensed to any single third party, and in limited, non-material usage in other mediums for promotional or public relations purposes. HSWI may not sublicense the Content, Images or Affinities to any paid-subscription website which is an aggregator of third-party content (for the avoidance of doubt, such shall not include the   [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





  HSWI Websites). Notwithstanding anything to the contrary herein, attached as Attachment B is a list of companies (the Competitors II) which are competitors with World Book and to whom sublicense may be made only with prior written consent of World Book, which World Book may withhold at its sole discretion. The Competitors II may be modified from time to time by notice to and approval of the other party, not to be unreasonably withheld. HSWI shall provide World Book on or before June 30th and December 31st of each year with a list of third parties to whom sublicense hereunder has been made during such semiannum.   (iii) No Other Rights. Except as set forth herein, HSWI has no other right to sublicense the Content except with the advance written consent of World Book. World Book retains all rights not specifically granted herein.   (iv) Restrictions. The Content and Images shall be available to Display on the HSWI Websites as one or more individual articles, via commercially available browsers using personal computers, mobile devices, kiosks, or other equipment. HSWI may modify the Content, including using excerpts, for purposes of exercising its rights under this Agreement, including without limitation, to fit the format and the look-and-feel of the HSWI Websites, for promotion of the Content or HSWI Websites, for allowing third parties to sponsor certain Content, and to include links in the Content to HSWI Websites or third party websites; provided, however, HSWI may not edit, modify, or create derivative works from the Content for purposes of changing the substantive information contained in the Content, except (i) as otherwise approved by World Book in writing; or (ii) as otherwise expressly provided in this Agreement. HSWI may not Display the Content or Images on any website which is pornographic. HSWI may not translate the Content provided by World Book hereunder except as set forth in Section 2.3 or for purposes of performing updates.   (v) Third Party Service Provider Rights. HSWI may permit third party suppliers of services and facilities (including, without limitation, agents, consultants, host providers, data centers, outsource service providers, disaster backup and recovery service providers) to use the Content, Images and Affinities under the terms of this Agreement in support of HSWI exercising its rights under this Agreement. HSWI also may designate one or more third party suppliers of services as HSWI's agent for the administration of this Agreement and the receipt of services under this Agreement from World Book.   (vi) Affiliate Rights. All rights granted to HSWI under this Agreement may be exercised by or through HSWI and/or its Affiliates.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





  2.2 Affinities.   (i) Creation. World Book shall create and deliver the Affinities in the Delivery Period. The Affinities will be organized into stand-alone articles around specific topics (each, an Article) according to the taxonomy set forth in Schedule A. Any given Affinity will consist of multiple Articles in the same subject area (i.e., history or life sciences). There shall be at least one Article for each of those topics identified in Schedule B. World Book shall create the Affinities based on Reference Content and other content owned or licensed by World Book, including without limitation, various World Book digital databases, print products, outside reference sources or materials acquired by World Book. World Book will make reasonable efforts to cross check the Reference Content against other World Book products for factual accuracy. World Book will create the Affinities according to the guidelines and instructions provided by HSWI from time to time, and agreed to by World Book whose consent shall not be unreasonably withheld, and according to the high quality standards for commercially published works, but in no event less than the standards of World Book for its own published works. If an Affinity does not meet the requirements set forth herein, World Book will promptly revise the Affinity to meet such. The total amount of material World Book makes available for all Affinities shall be no less than sixteen million (16,000,000) Chinese characters. Additionally, the Affinities shall collectively contain at least sixteen thousand (16,000) Articles written in simplified Chinese characters, with an average and median number of words per Article of no less than one thousand (1,000) simplified Chinese characters.   (ii) Delivery. World Book will deliver at least [*] percent ([*]%) of the Articles in the Affinities on or before [*], and at least [*] percent ([*]%) on or before the [*]. World Book will deliver the Affinities according to the following schedule.       Date for Delivery Affinities for Delivery     a) [*]   Prior to [*] b) [*]     c) [*]     a) [*]     b) [*]   Prior to [*] c) [*]     d) [*]     e) [*]     f) [*]     [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





The format and media for the delivery of the Affinities, such as FTP or other mutually-agreeable method, and the XML schema and applicable metadata requirements are set forth in Schedule C.   (iii) Scope of License for Affinity & Content Included in Affinity. Subject to the terms and conditions of this Agreement, World Book grants HSWI the right to use, copy, store, archive, distribute, transmit, modify, translate (subject to Section 2.3), and Display the Content that comprises the Affinities as part of the Affinities, and the Affinities themselves, in any manner and in any digital media (and to sublicense such rights to third parties), provided that HSWI does not resell all or license substantially all of the Content for a fee to other content publishers. The term of the license for the Content delivered to HSWI as part of the Affinities, and the Affinities themselves, shall be perpetual, Exclusive, and irrevocable. World Book shall have no right to allow any party other than HSWI, including World Book, to publish, distribute, duplicate, or otherwise use the Reference Content that comprises the Affinities on the Open Free Web for purposes of creating any materials that are the same or similar to the Affinities and published online or in any other free digital media. World Book shall have no right to use the Reference Content that comprises the Affinities on the Open Free Web except for purposes of performing its obligations to HSWI under this Agreement. HSWI may not brand the Affinities with the word Encyclopedia. Notwithstanding anything to the contrary in this Agreement, the Affinities or the underlying Reference Content and/or Images may not be Displayed as an Encyclopedia. World Book shall not license to any third parties or otherwise use the Content as Affinities in any digital form during the term of the license.   (iv) Scope of License for Images Included in Affinity. World Book grants HSWI the right to use, copy, store, archive, distribute, transmit, modify, translate (subject to Section 2.3), and Display the Images as part of the Affinity. The term of the license for the Images delivered to HSWI as part of the Affinity, shall be perpetual and irrevocable. [*] ([*]) of the Images shall be Exclusive for the Open Free Web.   [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





2.3 Translated Content.   (i) Right to Create Translated Content. Where rights permit, HSWI shall have the right to translate the Affinities for Display on the Open Free Web on HSWI Websites. HSWI shall, promptly after creating such Translated Content, provide World Book with a copy of the Translated Content in a format and manner acceptable to the parties. HSWI shall advise World Book that it desires to translate the Affinities prior to commencing such translation and World Book shall notify HSWI if World Book does not hold the rights necessary to allow HSWI to translate any Articles or portions thereof. HSWI may not Display the Translated Content as an Encyclopedia, and may not translate any Affinity for which a same subject-matter Affinity has not been previously licensed by HowStuffWorks, Inc. Additionally, if HSWI translates any of the Affinities into English, HSWI's sole rights to publish such English Translated Content shall be as a translation on those foreign language HSWI Websites which are not intended for English-language audiences. Notwithstanding the foregoing, HSWI may not translate any Affinity into English for which a same subject Affinity has not been previously licensed by World Book to HowStuffWorks, Inc.   (ii) Scope of License. The term of the license for Translated Content shall be for a term of [*] ([*]) years from the time such Translated Content is first Displayed on an HSWI Website. In addition, such license for Translated Content shall be Exclusive for Display on the Open Free Web. At the end of such [*] ([*]) year period, HSWI shall have the right to renew the Agreement under materially the same terms or shall have an option to purchase the Translated Content outright to the extent rights permit and to the extent the parties mutually agree to terms for such sale.   2.4 Non-Display. HSWI may, in its sole discretion, decide not to Display Content obtained from World Book. If HSWI elects in a written notice to World Book that HSWI will not Display any such Content, notwithstanding anything to the contrary herein, the license to such Content shall be non-Exclusive.   2.5 Exclusivity. Commencing on the Effective Date and continuing for eighteen (18) months, World Book shall work exclusively with HSWI to publish Chinese language Content for the Open Free Web and shall not itself, directly or indirectly, publish Chinese language Content for the Open Free Web. For purposes of clarity, and except as otherwise set forth herein, World Book maintains the right to continue to publish Content and Images for its paid-subscription websites and other existing or new partner paid-subscription websites, provided that such are not within the definition of the Open Free Web. Additionally commencing on the Effective Date and continuing for eighteen (18) months, World Book shall offer HSWI a right of first refusal to create any paid-subscription Chinese language websites, which do not exist as of the date hereof, using the Content on equal or better terms as agreed to between World Book and a third party.     [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





  2.6 Updating Services. World Book shall provide Updating Services to HSWI until the later of: (a) such time as World Book's cessation of providing Updating Services to HowStuffWorks, Inc. or its successor, but such Updating Services shall be only for the same Content under this Agreement for which World Book is obligated to provide Updating Services to HowStuffWorks, Inc. or its successor; (b) such time as the Royalties paid in a given year are less than $[*]; or (c) [*] years from the Effective Date. World Book shall provide the updates in the manner and form as set forth in Schedule D. HSWI acknowledges that the Updating Services will not be automated and may require review and editing by HSWI. Notwithstanding anything to the contrary, HSWI shall have the right to update the Content, Affinity and Images to correct errors or alleged errors (including, without limitation, errors of omission) in such or in response to third party claims related to the Content, Images or Affinity, and may use World Book content and data in connection with such updates. World Book shall provide the Updating Services in English, and HSWI may translate any such updates into Chinese only. Any authored content provided under the Updating Services, even when translated into Chinese by HSWI, shall be subject to the license herein for that Content which is being updated, and for the avoidance of doubt shall not be considered Translated Content.   3. INTELLECTUAL PROPERTY RIGHTS; OWNERSHIP AND LICENSES.   3.1 World Book's Ownership Rights. World Book shall own all right, title and interest, including all Intellectual Property Rights, in and to the Content and in all Intellectual Property Rights in the Content, including, without limitation, World Book Brands (as defined in Section 7.4) and any derivative works to any of the foregoing. HSWI shall have no proprietary interest in the Content, other than the license rights set forth herein.   3.2 HSWI's Ownership Rights. HSWI shall own all right, title and interest, including all Intellectual Property Rights, in and to (i) the HSWI Websites, their look and feel and the software code or web site infrastructure that it develops, licenses, or purchases to support Display of the Content; and (ii) the HSWI Modifications.   3.3 Documents. Each party agrees (without further compensation) to execute any applications, agreements and instruments and to do all other things reasonably requested by the other party, at the requesting party's expense (both during and after the term of this Agreement) in order to vest the rights provided in this Agreement.   4. PAYMENT.   4.1 Royalties.   (i) Royalty Rates. HSWI shall pay to World Book Royalties calculated as a defined percentage of the Net Revenue received by HSWI from     [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





  advertising generated directly from Content by web pages containing Content or any portion of the Content provided by World Book to HSWI hereunder. The Royalty rate shall be [*] percent ([*]%) on the Affinities and Reference Content; and [*] percent ([*]%) on Translated Content.   (ii) Payments/Advances. During the applicable Contract Period, HSWI shall pay World Book non-refundable advances towards the Royalties in the amounts set forth below ( Payments/Advances):       Due Date Amount     [*] $[*]   [*] [*] $[*]     [*] $[*]     [*] $[*]     [*] $[*]   [*] [*] $[*]     [*] $[*]     [*] $[*]     TOTAL $[*]   World Book will submit invoices to HSWI for the Payments/Advances at least [*] ([*]) days prior to the due date of such Payment/Advance, with the exception of the first payment which shall be due [*]. No Royalty payments will be due until the amount of the Royalties exceed the amount of the Payments/Advances described above for the development and delivery of the Affinities and Content licensed hereunder, and then Royalties will only be owed for any Royalties in excess of the amount of the Payments/Advances, as further detailed in the following Sub-Section. If, subsequent to the Effective Date and prior to the end of 2009, HowStuffWorks, Inc. enters into one or more new agreements or modifies an existing agreement with World Book to license content with guaranteed payment obligations in such new agreement or in such modification totaling at least [*] dollars ($[*]) in additional fees, then each of HSWI's [*], and [*], [*] shall be reduced from $[*] to $[*]. Nothing paid in Contract Period 1 pursuant to the [*], as amended shall be used to calculate guaranteed payment obligations hereunder.   [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





  (iii) Calculation and Payment of Excess Royalties. Royalties for Content will be calculated based on the Royalty rates set forth in Subsection (i) and compared to the Payments/Advances paid by HSWI during the term of this Agreement. If such calculated Royalties exceed all Payments/Advances paid during the term of this Agreement (Excess Royalties), HSWI will pay such Excess Royalties within [*] ([*]) days after the end of the calendar year in which such Excess Royalties were earned. Additionally, within [*] ([*]) days after the end of each calendar year, HSWI will provide to World Book a report of its Royalty calculations. If Excess Royalties are earned before all Payments/Advances have been paid, the Excess Royalties will be deducted from future Payments/Advances. In the event that Royalties are [*] than Payments/Advances, [*]. By way of example, if the calculated Royalties for 2008 are $[*]. Royalty statements shall be final and accepted by the parties unless World Book has, in good faith, notified HSWI of the amount and specific reasons for the dispute within [*] ([*]) days from the date of the statement.    4.2 Buy-Out Option. HSWI shall have the right at any time following [*] to pay World Book a single fee (the Buy-Out Fee), the payment of which would eliminate HSWI's obligation to pay any further Excess Royalties. The Buy-Out Fee shall be the [*] of: a) the amount [*], or b) an amount equal to [*] times the calculated Royalties of the most recent calendar year.   4.3 Taxes. To the extent required, HSWI shall pay all sales, use or similar state or local taxes in connection with this Agreement, except for employment taxes or taxes related to World Book's income.   5. AUDIT. HSWI shall maintain complete and accurate records to support and document the Royalties owed under this Agreement in accordance with generally accepted accounting principles consistently applied and to document compliance with the terms of this Agreement. HSWI shall also provide reasonable assistance to World Book or its designated agent to conduct audits to confirm the payments hereunder. Any such audit will be conducted upon [*] ([*]) days notice and during regular business hours, and shall be at [*] expense, unless such audit reveals a discrepancy of more than [*] percent ([*]%) in the total applicable amount reported by HSWI, in which case [*] shall pay for, or reimburse [*] the cost of, such audit. Any such audit shall be conducted by an independent certified public accounting firm which is not engaged in performing other work for World Book or its affiliates; which agrees to enter into a confidentiality agreement with HSWI; and which is not compensated in any manner of contingency arrangements on the basis of its findings. HSWI further agrees that until the expiration of [*] ([*]) year after the termination of this Agreement, HSWI will make available upon written request to World Book or any of its duly authorized representatives, this Agreement and books, documents, and records of HSWI that are necessary to verify the nature and extent of the revenue derived by HSWI from advertising related to the Content hereunder. No more than [*] audit may be conducted in any [*] month period, unless the then-most-recent audit reveals a discrepancy of more than [*] percent ([*]%) in the total applicable amount reported by HSWI.   [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





  6. TERM, EXTENSION, AND TERMINATION.   6.1 Term.   (i) Term of Agreement. This Agreement shall commence on the Effective Date and, except as set forth in Subsection (ii), continue in full force and effect through the Delivery Period.   (ii) Term of Licenses. Notwithstanding Subsection (i), certain license grants for Content, Images and Affinities extend beyond the expiration or earlier termination of this Agreement as set forth herein. With respect to such Content, Images and Affinities, the terms and conditions of this Agreement shall continue to apply.   6.2 Termination for Cause or Bankruptcy. This Agreement may be terminated by a party in the event of:   (i) any material default in, or material breach of, any of the material terms and conditions of this Agreement by the other party, which default continues in effect after the defaulting party has been provided with written notice of default and sixty (60) days to cure such default;   (ii) the commencement of a voluntary case or other voluntary proceeding seeking liquidation, reorganization or other relief with respect to the other party of its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect, that authorizes the reorganization or liquidation of such other party or its debt or the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property;   (iii) the other party's consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it; or   (iv) the other party's making a general assignment for the benefit of creditors; or the other party's being adjudicated insolvent; or the other party taking any corporate action to authorize any of the foregoing.   6.3 Effect of Termination. Upon the expiration or termination of this Agreement, HSWI shall pay World Book all amounts due and owing up to the date of termination, within [*] ([*]) days after such expiration or termination. In addition, upon the expiration or termination of the applicable license, HSWI shall cease to Display the applicable Content that is not licensed under a perpetual license, return or destroy such Content within [*] ([*]) days after such expiration or termination at the direction of World Book, and, upon request by World Book, certify completion of the return or destruction in writing. There shall be no effect upon the applicable Content that is licensed under a perpetual license.   [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





  6.4 Remedies. The termination or expiration of this Agreement for any reason shall not affect either party's rights or obligations arising prior to the effective date of such termination. For purposes of clarification, upon a Significant Breach of this Agreement by HSWI which remains uncured, the rights to publicly use the World Book Brand as set forth in Section 7.4 may be revoked by World Book. Notwithstanding anything in this Agreement to the contrary, the rights and remedies of the parties as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to it at law or in equity.   6.5 Equitable Relief. Each party acknowledges that its breach of certain provisions of this Agreement would cause irreparable injury to the other party for which monetary damages may not be an adequate remedy. Accordingly, each party will be entitled to seek injunctions and other equitable remedies in the event of such a breach or threatened breach by the other party, or to seek specific performance of any provision hereof. A party's right to seek equitable relief shall not limit in any manner such party's respective rights to seek other and/or additional remedies at law or in equity.   7. CONFIDENTIALITY.   7.1 Protection of Confidential Information. Solely for the purposes of the use and disclosure of Confidential Information, each of World Book and HSWI is defined to include such party's directors, officers, employees, legal counsel, and consultants, with a need to know, and who are advised by such party of the confidential nature of the information or who are required to execute a nondisclosure agreement with the confidentiality terms at least as restrictive in all material respects as set forth in this Agreement. Each party shall maintain all of the Confidential Information disclosed to it by the other party in strict confidence and will protect such information with the same degree of care that each party exercises with its own Confidential Information, but in no event less than a reasonable degree of care. Each party may use the Confidential Information disclosed to it by the other party only to perform its obligations under this Agreement. Except as provided in this Agreement, neither party shall use or disclose any Confidential Information disclosed to it by the other party without the express prior written consent of such disclosing party. Neither party shall decompile, disassemble, or reverse engineer any Confidential Information disclosed to such party by the other party, and any information derived in violation of such covenant shall automatically be deemed Confidential Information. All of the Confidential Information, and all copies, extracts, summaries and other reproductions thereof, shall be and remain the property of the respective disclosing party. Upon written request or upon the expiration of this Agreement, all Confidential Information (and all copies thereof) will be returned to the party disclosing such or destroyed, with written certification thereof, except that one archival copy of written material to be kept confidential and segregated from the parties' regular files may be retained by each party's legal counsel solely for purposes of verifying compliance with this Agreement.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





  7.2 Disclosures Required by Law. If a party is required to disclose Confidential Information received from the other party, by law or a governmental authority, including, without limitation, pursuant to a subpoena, court order, interrogatories, civil investigation demand, or other process, such Confidential Information may be disclosed, provided that the disclosing party, if permitted: (a) promptly notifies the other party of the disclosure requirement; (b) cooperates with the other party's efforts to resist or narrow the disclosure and to obtain an order or other reliable assurance that confidential treatment will be accorded Confidential Information; and (c) furnishes only Confidential Information that is legally compelled to be disclosed according to advice of its legal counsel.   7.3 Disclosures to Investors. HSWI may disclose the contents of this Agreement to promote investment to potential financial investors or institutions, provided that such parties are subject to a confidentiality agreement at least as restrictive in all material respects as the confidentiality terms in this Agreement.   7.4 Use of World Book Brand. Except as set forth herein, neither party shall issue any press releases or public statements concerning this Agreement or the subject matter herein without the other party's prior written agreement, except as required by law. World Book grants no right to HSWI for the use or Display of World Book's brands, logos, service marks, or other trade names or trademarks of World Book (World Book Brand) in any manner, except as permitted in this Section. HSWI may not use the World Book Brand to promote the Content on any of the HSWI Websites to existing or potential users. HSWI may use World Book's name solely to promote advertising or investment to potential advertising clients or financial investors or institutions. Notwithstanding the foregoing, and subject to the terms and conditions of this Agreement, HSWI may identify the Content on the HSWI Websites and elsewhere as From the editors of World Book, Inc., in simplified Chinese language as set forth in Schedule E or such other credit or credits as the parties hereto may mutually agree in writing, except for any of that Content which has been modified without the approval of World Book. Additionally, World Book agrees to cooperate with HSWI's issuing a press release within one month of entering into this Agreement which identifies HSWI as receiving exclusive content created by World Book and includes relevant quotes from World Book executives. Any press releases issued by HSWI including the World Book Brand shall be previously approved in writing by World Book, which consent shall not be unreasonably withheld.   7.5 Required Disclosures. Notwithstanding the foregoing, World Book acknowledges that HSWI is a publicly listed company subject to various disclosure regulations. In connection with such, World Book acknowledges that HSWI may disclose in its regulatory filings, investor communications, and associated statements the World Book Brand and those aspects of this Agreement that HSWI reasonably finds are required to be disclosed by law or regulation. HSWI will use its commercially reasonable efforts to consult with World Book on any such legally required public disclosures of the World Book Brand and this Agreement.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





  7.6 The restrictions on use and disclosure of Confidential Information under this Section 7 shall remain in effect [*] ([*]) years following disclosure of the Confidential Information; provided, however, for trade secrets such restrictions shall continue for so long as such information is deemed a trade secret under applicable law.   8. REPRESENTATIONS AND WARRANTIES.   8.1 Mutual Representations. Each party represents and warrants to the other party that:   (i) It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;   (ii) It has the corporate and/or other legal capacity, authority and power to execute, deliver, and perform its obligations under this Agreement and any other document relating hereto to which it is a party, and has taken all necessary action to authorize such execution, delivery and performance;   (iii) Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;   (iv) All governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to this Agreement and any other document relating hereto to which it is a party have been obtained or submitted and are in full force and effect and all conditions of any such authorizations, approvals, consents, notices and filings have been complied with;   (v) Its obligations under this Agreement and any other document relating hereto or thereto to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms;   (vi) There is not pending or, to its knowledge, threatened against it any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any other document relating hereto to which it is a party or its ability to perform its obligations under the same;     [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





  (vii) There is not pending or, to its knowledge, threatened against it any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator related to the violation of the Intellectual Property Rights of a third party related to the subject matter of this Agreement; and   (viii) It is not relying upon any representations of the other party other than those expressly set forth in this Agreement or any other document relating hereto.   8.2 HSWI's Representations and Warranties. HSWI hereby represents and warrants that it has all applicable rights in and to the HSWI Websites and the HSWI Websites do not and will not infringe or misappropriate the Intellectual Property Rights of any third persons.   8.3 World Book's Representations and Warranties. World Book hereby represents and warrants that:   (i) it has all applicable rights in and to the Content and the Content does not and will not infringe or misappropriate any Intellectual Property Rights of any third persons;   (ii) it will perform all services in a professional, diligent, and workmanlike manner;   (iii) the Content will be free from material errors or inaccuracies;   (iv) the Content will comply with all laws and regulations of the People's Republic of China, including without limitation for distribution, publication and educational use as contemplated herein; and,   (v) the Content as delivered by World Book is expressly approved by or within the applicable guidelines of the national government, any ministries, and provincial governments, as applicable, of the People's Republic of China for distribution, publication and education use as contemplated herein.   In the event of a breach of the foregoing warranties, and without limitation to any other remedies of HSWI, World Book shall promptly remedy the breach at no additional cost or expense to HSWI.   8.4 Disclaimer. EXCEPT AS SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, INCLUDING, WITHOUT LIMITATION, AS TO THE ACCURACY OR COMPLETENESS OF THE CONTENT.  TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





  9. INDEMNIFICATION.   9.1 HSWI HSWI hereby agrees to defend, indemnify and hold harmless World Book and its officers, directors, agents, and employees from all costs, damages, liabilities and expenses (including reasonable attorneys fees) arising out of: (a) any third party claim or action alleging that any of the following infringe or misappropriate the Intellectual Property Rights of a third party: (i) the HSWI Websites or the HSWI trade dress utilized in the Display of the Content on the HSWI Websites; (ii) any Translated Content; or (iii) any HSWI Modifications and any World Book Derivatives independently created by or on behalf of HSWI; and/or (b) any third party claim or action arising out of HSWI's material breach of this Agreement; provided that (i) World Book notifies HSWI promptly in writing of any such threat, claim, and/or proceedings related thereto; (ii) HSWI is given the opportunity to assume sole control over the defense and all related settlement negotiations, except that World Book shall have sole authority over approval of any settlement that admits fault or liability on the part of World Book; and, (iii) World Book provides HSWI with all reasonably necessary assistance, information and authority to perform the foregoing at HSW's expense. Notwithstanding anything to the contrary, the indemnity under this Section shall not apply to the extent the Content provided by World Book, or any accurate translation, contributes or results in an infringement or misappropriation of the Intellectual Property Rights of a third party.   9.2 World Book. World Book hereby agrees to defend, indemnify and hold harmless HSWI, its Affiliates, and their officers, directors, agents, employees, advertisers, service providers, end users and related entities from all costs, damages, liabilities and expenses (including reasonable attorneys fees) arising out of: (a) any third party claim or action alleging that the Content, Affinities and Images (excluding any World Book Derivatives independently created by or on behalf of HSWI) in the manner delivered by World Book or as contemplated for HSWI's use hereunder infringes or misappropriates any Intellectual Property Rights of any third party; and/or (b) any third party claim or action arising out of World Book's material breach of this Agreement; provided that: (i) HSWI notifies World Book promptly in writing of any such threat, claim, and/or proceedings related thereto; (ii) World Book is given the opportunity to assume sole control over the defense and all related settlement negotiations, except that HSWI shall have sole authority over approval of any settlement that admits fault or liability on the part of HSWI; and, (iii) HSWI provides World Book with all reasonably necessary assistance, information and authority to perform the foregoing at World Book's expense.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





  10. LIMITATIONS OF LIABILITY.   10.1 EXCEPT FOR EITHER PARTY'S VIOLATION OF THE CONFIDENTIALITY OBLIGATIONS AND FOR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE AMOUNT OF THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT.   10.2 EXCEPT FOR EITHER PARTY'S VIOLATION OF THE CONFIDENTIALITY OBLIGATIONS AND FOR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, OR LOST PROFITS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.   11. MISCELLANEOUS PROVISIONS.   11.1 Force Majeure. In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of any event beyond the control of the affected party including, but not limited to, natural disaster, acts of God, actions or decrees of governmental bodies or failure of communication lines (a Force Majeure Event), the party who has been so affected shall promptly give written notice to the other party and shall use commercially reasonable efforts to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended for the duration of such Force Majeure Event.   11.2 Notice. All notices, demands, requests or other communications required or permitted under this Agreement will be deemed given when (i) personally delivered; (ii) upon receipt after being sent by registered U.S. mail, return receipt requested; or (iii) upon receipt after being sent by commercial overnight carrier service with tracking capabilities to the address of the party set forth below, or such other address as such party last provided to the other party by written notice.   World Book, Inc. 233 North Michigan Avenue Suite 2000 Chicago, IL 60601 Attn: Chief Financial Officer

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





  HSW International, Inc. One Capital City Plaza 3350 Peachtree Road, Suite 1600 Atlanta, Georgia 30326 Attn: Chief Executive Officer   with a copy to:   HSW International, Inc. One Capital City Plaza 3350 Peachtree Road, Suite 1600 Atlanta, Georgia 30326 Attn: General Counsel   11.3 Waiver. Failure to enforce any term of this Agreement at any time for any period shall not be construed as a waiver of such rights. No waiver shall be valid against any party hereto unless made in writing and signed by the party against whom enforcement of such waiver is sought and then only to the extent expressly specified therein.   11.4 Amendments. No changes or modifications to any provision of this Agreement shall be effective unless made in writing and signed by both parties.   11.5 Severability. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the parties will substitute a new enforceable provision of like economic intent and effect.   11.6 Governing Law. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes thereto, shall be governed by and construed in accordance with the laws of the State of New York without reference to conflict of law principles. Venue for any proceedings not subject to arbitration under this Agreement shall be in the state and federal courts located in New York, New York.   11.7 Arbitration. If any dispute arises under this Agreement that is not settled promptly in the ordinary course of business, the Parties shall seek to resolve any such dispute between them; first, by negotiating promptly with each other in face-to-face negotiations. Any controversy or claim arising out of or relating to the interpretation, enforcement or breach of this Agreement that cannot be resolved within fifteen (15) business days (or such period as the Parties shall otherwise agree) through face-to-face negotiations shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be by a single arbitrator mutually acceptable to the parties and experienced in the matters at issue and selected by the Parties in accordance with the Commercial Arbitration Rules of the American Arbitration Association. If the parties are unable to agree upon a single arbitrator, each party shall select an arbitrator and the two arbitrators shall select the third arbitrator. The arbitration shall only be held in New York, New York. The decision of the arbitrator shall be final and binding and may be enforced in any court having jurisdiction over the subject matter or either of the Parties, except that each party reserves all rights of appeal. The arbitrator(s) shall determine to what extent each of the Parties shall bear the costs and expenses incurred in connection with any such arbitration proceeding (including reasonable attorneys' fees and expenses) on the basis of the arbitrator's assessment of the relative merits of the Parties' positions.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





  11.8 Assignment. Except as set forth herein, the parties shall not have any right or ability to assign, transfer, or sublicense any obligations or benefit under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld, except that, upon written notice to the other party, a party (i) may assign and transfer this Agreement and its rights and obligations hereunder to any third party who succeeds to substantially all its business, stock, or assets related to this Agreement, including, without limitation, to a Competitor (as defined below) (an Acquisition); and (ii) may assign or transfer any rights to receive payments hereunder. Notwithstanding the foregoing, attached as Attachment C is a list of companies (the Competitors) to whom assignment of this Agreement outside of an Acquisition may be made only with prior written consent of the other party, which the other party may withhold at its sole discretion. Such list of Competitors may be modified from time to time by notice to and approval of the other party, not to be unreasonably withheld. In the event of an assignment of this Agreement in connection with an Acquisition of HSWI by any party other than a Competitor, notwithstanding anything to the contrary herein, such acquiring party's license to the Content shall be expanded, to the extent the licenses are available, to include also such acquiring party's paid subscription site(s) (if any) so long as: (i) such acquiring party's paid subscription site(s) are not primarily marketed to the school and/or library market; and (ii) such Content is not provided to any Competitor or Competitor II; and (iii) the Royalties shall also be calculated as the applicable defined percentage of the Net Revenues received by HSWI from subscription fees generated on the paid-subscription websites where the Content is Displayed. In addition, in the event of an Acquisition of HSWI by a Competitor of World Book, in no event shall the Content be provided to such Competitor or to any Competitor II. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to prevent an Acquisition of HSWI by any party, including without limitation a Competitor.   11.9 Additional Actions and Documents. Each of the parties hereto hereby agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents, and will obtain such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Agreement. However, in no case will World Book be required to execute any lien UCC documentation for public filing.   11.10 Headings. Section headings contained in this Agreement are inserted for convenience or reference only, shall not in no way affect the interpretation of any of the provisions herein.   11.11 Independent Contractors. Notwithstanding any provision hereof, for purposes of this Agreement, each party shall be and act as an independent contractor and not as a partner, a joint venturer, or an agent of the other party, and shall not bind nor attempt to bind the other party in any way without prior written consent.   11.12 Survival. Sections 1, 2, 3, 4, 6.1(ii), 6.3, 6.4, 6.5, 7, 8, 9, 10 and 11 shall survive the expiration or termination of this Agreement for any reason.   11.13 Entire Agreement. This Agreement, including all Attachments hereto, constitutes the entire agreement of the parties and supersedes all proposals, oral or written, all negotiations, conversations, discussions, or agreements between the parties relating to the subject matter of this Agreement and all past dealing or industry custom.   [Signatures Follow On Next Page]

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of its Effective Date.   AGREED:   HSW International, Inc. WORLD BOOK, INC. By: /s/ Bradley T. Zimmer    By: /s/ Donald Keller Name: Bradley T. Zimmer Name: Donald Keller Title: Executive Vice President & General Counsel Title: VP & CFO













  LIST OF ATTACHMENTS   Attachment A List of HSWI Affiliates   Attachment B List of Competitors II   Attachment C List of Competitors   Schedule A Taxonomy Schedule   Schedule B Article Schedule   Schedule C Format and Delivery Schedule   Schedule D Updating Format   Schedule E World Book Brand Translation



Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





Attachment A   HSWI AFFILIATES   1.HSW (HK) Inc. Limited 2.HSWI (HK) Holdings, Ltd. 3.HSW Brasil - Tecnologia e Informacao, Ltda. 4.Bowenwang Technology (Beijing) Limited Liability Company 5.HSW (PRC) Co. 6.BoNet (Beijing) Technology Limited 7.Intac International, Inc. 8.[*] 9.[*] 10.[*] 11.[*]

[*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





Attachment B   COMPETITORS II      ·[*]   ·[*]   ·[*]   ·[*]   ·[*]   ·[*]   ·[*]   ·[*]   ·[*]   ·[*]   ·[*]

[*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





  Attachment C   COMPETITORS   World Book Competitors   ·[*]   ·[*]   ·[*]   ·[*]   ·[*]   ·[*]   ·[*]   ·[*]   ·[*]

[*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





Schedule A   AFFINITIES TAXONOMY   [*]   [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





Schedule B   ARTICLES       The topics for the Articles include the following, which may be expanded upon.   [*]

  [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





Schedule C   FORMAT & DELIVERY   To Be Determined



Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





Schedule D   UPDATING FORMAT   Updating Services shall be provided in the following or substantially similar format, e-mailed by World Book to an address or addresses specified by HSWI. Data for such will be provided, expressed as [*], in the form [*], or as World Book [*], in order by World Book [*].

[*] [*]

[*]

[*] [*]

[*]

[*]

[*]

[*]

[*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008





Schedule E   WORLD BOOK BRAND TRANSLATION

  [*]

[*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

Output: 46928


Input: Consider Input: Execution Copy   CHARTER AFFILIATE AFFILIATION AGREEMENT    THIS AGREEMENT (the Agreement), made as of the 6t h day of March, 2006 (the Effective Date), is by and between The TUBE Music Network, Inc., a Florida corporation (the Network), and Tribune Broadcasting Company, a Delaware corporation (Affiliate), regarding the television programming service currently known as The TUBE (the Service). The parties hereby mutually agree as follows:

1.  DEFINITIONS:   In addition to any other defined terms in this Agreement, the following terms shall have the following meanings when used in this Agreement:   Acquired Station means any Broadcast Television station that is acquired by Affiliate after the Effective Date.   Affiliate Advertising Share has the meaning set forth in Exhibit D.   Affiliate Launch Date means the date on which the Service is initially transmitted by the first of Affiliate's Stations.   Affiliate Transactional Share has the meaning set forth in Exhibit D.   Broadcast Television means traditional, free, FCC-licensed, over-the-air broadcast television.   Charter Affiliate means a Broadcast Television station or station group that (i) entered into an affiliation agreement with the Network on or before the date of this Agreement, and/or (ii) is owned, operated or licensed to Sinclair Television Group, Inc. or an affiliate thereof.   Costs means all losses, liabilities, claims, costs, damages and expenses, including fines, forfeitures, reasonable attorneys' and expert witness fees, disbursements and court or administrative costs.   Designated Market Area or DMA means a particular market area or classification to demarcate local television markets as defined by Nielsen Media Research, Inc. from time-to-time, or, if DMA falls from general or standardized usage, a replacement term to demarcate local television markets in a substantially similar manner which shall be determined by the parties in good faith.   Licensed Community has the meaning set forth in Section 3(a).   Local Advertising has the meaning set forth in Section 8(c).   MVPD means a multichannel video program distributor as such term is set forth in 47 C.F.R. §76.905(d) of the rules of the Federal Communications Commission (FCC).

Source: TUBE MEDIA CORP., 8-K, 3/10/2006





  Network's Advertising Revenue means the gross dollar amount of collections received by or credited to Network from the sale by Network of commercial advertising time included in the Service, less actual agency representative fees and sales commissions. For clarification, Network's Advertising Revenue shall not include accounts receivable or Network's Transactional Revenue.   Network's Transactional Revenue means the gross dollar amount of revenue actually received by Network (e.g., net of the cost of goods and services and all fulfillment costs associated with the sale of such goods and services) from (i) the sale of products and services by way of direct response telephone orders from the toll-free number included on the Service, and (ii) e-commerce sales of products and services by or on behalf of Network over the Internet originating from Network's website (i.e., URL www.thetubetv.com or any replacement or supplemental URL) or Affiliate's website, in all cases, originating from within the Zip Codes in the DMA of the Station(s) transmitting the Service, and from Zip Codes in the DMA of any MVPD(s) that carry a Station if, at the time of the sale, Network does not have an affiliation with a Broadcast Station that is transmitting the Service and whose Licensed Community is located in such DMA.     Primary Feed means the audio and video presentations of each Station's primary one-way over-the-air digital television signal (which signal may be in either standard definition or high definition television (as such term is defined by the Advanced Television Systems Committee) format).   Promotional Spots has the meaning set forth in Section 8(a).   Service means the television programming service provided by Network as defined in the preamble to this Agreement.   Station(s) means a Broadcast Television station licensed to Affiliate or a subsidiary of Affiliate by the FCC that provides or is capable of providing the Service to the Licensed Community that it is licensed to serve.   TV Households means the number of television households in a given DMA as determined by Nielsen Media Research, Inc. (which, as of the date hereof, is published annually by Nielsen Media Research, Inc. as the Nielsen Media Research Local Universe Estimates (US)) or, if Nielsen Media Research, Inc. ceases to publish the number of television households in a DMA, a replacement term to determine the number of television households in local television markets in a substantially similar manner which shall be determined by the parties in good faith.   Zip Code(s) means a specific geographic delivery area defined by the United States Postal Service, which consists of a five (5)- digit zip code plus a four (4)-digit add-on code.

2.TERM, EXTENSION AND RENEWAL:   (a) Initial Term. Unless terminated earlier in accordance with the terms of this Agreement, the Term of this Agreement shall consist of, collectively, the Initial Term and the Renewal Term, if applicable. The Initial Term shall commence upon the Effective Date and shall expire on March 31, 2011.

2

Source: TUBE MEDIA CORP., 8-K, 3/10/2006





  (b) Renewal Term. If Affiliate fails to notify Network of its desire that this Agreement terminate on its expiration date, at least six (6) months before the expiration date, this Agreement will automatically renew, upon the same terms and conditions, for an additional four (4) -year period (Renewal Term).   (c) If the Term is renewed as described in Section 2(b), Network and Affiliate will negotiate exclusively and in good faith concerning further renewal of this Agreement upon mutually-agreed terms and conditions; provided, that unless Network and Affiliate otherwise agree in writing, the exclusive negotiation period will end six (6) months before the expiration of the Term.   3.GRANT OF RIGHTS; ACQUIRED STATIONS:   (a) Network hereby grants to Affiliate the exclusive right via Broadcast Television, and Affiliate hereby accepts such exclusive right and the obligation during the Term to broadcast the Service via Broadcast Television (i) over the transmission facilities of each Station identified on Exhibit A, which is licensed by the FCC to serve the community for each such Station (the Licensed Community), for receipt by TV Households in the DMA in which the Licensed Community is located, as such DMA is identified on Exhibit A, and (ii) over the transmission facilities of any Acquired Station, except to the extent that, as of the date Affiliate notifies Network in writing of its binding agreement to acquire such Acquired Station, (A) another Broadcast Television station in the same DMA as the Acquired Station has exclusive rights to broadcast the Service, or (B) the Acquired Station is obligated to broadcast other material that precludes it from also carrying the Service. Affiliate shall telecast the Service from each Station's origination transmitter and antenna for free over-the-air television reception, and by other customary means used by each Station to transmit its signal in its DMA (e.g., FCC-licensed translators and fiber or microwave connections to MVPDs). Notwithstanding the foregoing, Affiliate shall have the right to authorize, and shall use reasonable efforts to obtain, carriage of the Service's signal by MVPDs that retransmit digital Broadcast Television signals in the DMA of each Station that transmits the Service, which Service signal shall be transmitted by Affiliate together with the Primary Feed. Affiliate's failure to obtain such carriage by any MVPD shall not be deemed a breach of this Agreement. Affiliate shall endeavor to secure carriage of the Service by MVPDs on the most highly penetrated level of digital service. Further, Affiliate shall have the right to authorize carriage of the Service's signal on a nonexclusive basis by MVPDs that retransmit a Station's Primary Feed outside the Station's DMA, and that are carrying the Station's analog signal as of the date of this Agreement. Notwithstanding the provisions of the preceding sentence, (1) Affiliate shall not authorize an MVPD to deliver the Service to subscribers outside the Station's DMA in areas in which the Station, pursuant to FCC rules, is not significantly viewed, if the MVPD receives the Station's signal via satellite, and (2) any agreement by Affiliate for out-of-DMA carriage of the Service shall require that the MVPD's authorization from Affiliate to carry the Service terminate upon the initial over- the-air transmission of the Service by a Broadcast Television station whose Licensed Community is located within the DMA of the pertinent MVPD system if such station has exclusive rights to broadcast the Service in such DMA. Network shall provide Affiliate with at least 45 days' advance written notice of such Broadcast Television's station's initial over-the-air transmission of the Service and Affiliate shall provide such notice to the pertinent MVPD. In the event Affiliate owns more than one Station in any DMA (a Duopoly Market), then Affiliate, at its option, shall have the right to determine which of its Stations in such DMA shall broadcast the Service; it being understood that Affiliate shall have no obligation to broadcast the Service over more than one of its Stations in any particular DMA.   3

Source: TUBE MEDIA CORP., 8-K, 3/10/2006





  (b) Any Acquired Station that is transmitting the Service at the time of acquisition by Affiliate shall (subject to the provisions of the preceding paragraph concerning Duopoly Markets) continue to transmit the Service and become a Station hereunder. Any existing agreement between or among Network and any one or more third parties applicable to such Station for the transmission of the Service shall terminate and cease to be effective upon its acquisition by Affiliate. Any Acquired Station in a DMA that is not transmitting the Service at the time of acquisition by Affiliate shall likewise become a Station hereunder upon acquisition and shall commence transmitting the Service within one hundred eighty (180) days after the acquisition is consummated, unless, as provided in 3(a) above, (A) another Broadcast Television station in the same DMA as the Acquired Station has exclusive rights to broadcast the Service, or (B) the Acquired Station is obligated to broadcast other material that precludes it from also carrying the Service. If condition (A) or (B) applies, the Acquired Station shall have no obligations hereunder, and Network shall have the right to license the transmission of the Service to another Broadcast Television station in such DMA, including on an exclusive basis. Notwithstanding the foregoing, if condition (A) applies, unless the existing affiliate is a Charter Affiliate, Network shall give Affiliate at least six (6) months' prior written notice of the impending expiration of an existing affiliate's affiliation agreement and, upon such notice, Affiliate shall have the option to add the pertinent Acquired Station as a Station hereunder as of the date of expiration of the existing affiliate's affiliation agreement, provided that Affiliate exercises such right in writing at least four (4) months prior to the expiration of the existing affiliate's affiliation agreement.   (c) Except as expressly provided in Section 3(a), Affiliate shall not have the right (i) to subdistribute or otherwise sublicense the Service, or (ii) to transmit or otherwise distribute the Service by any technology (other than Broadcast Television), or on an interactive, time- delayed, video-on-demand or similar basis. For purposes hereof, video-on-demand means the transmission of a television signal by means of a point-to-point distribution system containing audiovisual programming chosen by a viewer for reception on a viewer's television receiver, where the scheduling of the exhibition of the programming is not predetermined by the distributor, but rather is at the viewer's discretion.

(d) Except as expressly provided in Sections 3(a) and 3(b) and this Section 3(d), Network shall not have the right to distribute or otherwise license the Service for reception in a Station's DMA, including distributing the Service directly through an MVPD in a Station's DMA, other than through this license to Affiliate. Without limiting the generality of the preceding sentence, Network shall not distribute or authorize third parties to distribute the Service to subscribers by any technology (other than Broadcast Television and transmission by an MVPD), on an interactive, time-delayed (other than multiple time-zone feeds of the Service), video-on-demand or similar basis, as an audio-only service (e.g., radio) or over the Internet. For purposes of clarification, a promotional or marketing stunt simulcasting a live or special event, or brief excerpts of the Service made available on a non-subscription basis for promotional purposes shall not be prohibited by this Section 3(d) or any other provision herein.

4

Source: TUBE MEDIA CORP., 8-K, 3/10/2006





  (e) Network hereby grants Affiliate during the Term a royalty-free, fully paid up, non-transferable, non-exclusive license to use the Marks (as defined in Section 8(e)) in any advertising and promotional materials undertaken in connection with Affiliate's transmission of the Service, provided that such use complies with the terms and conditions of Section 8(e).   (f) Upon execution of this Agreement, Affiliate shall promptly complete and deliver to Network a notice of launch (in the form attached hereto in Exhibit B) for each Station (Launch Notice) and subsequently launch the Service on each Station listed on Exhibit A (subject to the provisions of 3(a) above concerning Duopoly Markets) no later than the Launch Date set forth opposite each Station on Exhibit A (for each Station, the Launch Date). In addition, Affiliate shall promptly complete a Launch Notice for any Acquired Station that is subsequently added to this Agreement.   (g) Each Station, by the terms of this contract, shall be entitled to invoke the protection against duplication of Service programming imported under the compulsory copyright license as provided in Sections 76.101 and 76.123 of the FCC Rules.    (h) Each Station transmitting the Service shall have the right to broadcast the Service on its Primary Feed, in addition to its broadcasts under Section 3(a). Such broadcasts shall be subject to all terms and conditions of this Agreement, including Sections 4(e) and 8(c).   4.CONTENT OF THE SERVICE:   (a) Content. Throughout the Term, the Service shall be a professionally produced, advertiser-supported television service with programming consisting of music videos, occasional programs discussing, reviewing and/or relating to music and concerts, related interstitial programming, promotional announcements and commercial announcements in the amounts specified herein, 24 hours a day, seven days a week, primarily targeted to reach adults ages 25-54. Subject to the preceding sentence and other provisions of this Agreement, the selection, scheduling, renewal, substitution and withdrawal of any content on the Service shall at all times remain within Network's sole discretion and control.   (b) Local Programming. Affiliate, at its own cost, shall be provided with thirty (30) minutes per week on the Service, on the same day and at the same time each week, as determined by Network in consultation with Affiliate, for the insertion of programming by Affiliate that is complementary to the Service (Local Programming), at Affiliate's option. Service programming will be provided during this thirty (30) -minute period for Stations that do not insert Local Programming. It is anticipated that, at a future date to be mutually agreed upon by the parties, Affiliate shall have the right to expand such Local Programming to one (1) hour per week. Affiliate shall be solely responsible for the insertion on a timely basis of the Local Programming into the signal of the Service at the Stations transmitting the Service. Affiliate shall retain all revenue derived from sponsorship of the Local Programming. Affiliate shall apply the same broadcast standards to the Local Programming that it applies to each Station's broadcasts over the Primary Feed. Without limiting the immediately preceding sentence, Local Programming shall not consist of or contain infomercials, home shopping or direct on air sales programming that are not directly related to music and concerts.

5

Source: TUBE MEDIA CORP., 8-K, 3/10/2006





(c) Preemption. Affiliate shall retain the right to elect not to transmit any programming on the Service over the broadcast facilities of a Station if Affiliate reasonably believes that such programming is unsatisfactory or unsuitable or contrary to the public interest, or in order to substitute a program which, in Affiliate's judgment, is of greater local or national importance. Affiliate agrees to notify Network either before or as soon as reasonably practicable after Affiliate exercises such right.

(d) Children's Programming.   (i) Network will provide as part of the Service the minimum number of hours of Core Programming, as defined in 47 C.F.R. §73.671(c), as the same may be amended from time to time (Core Children's Programming), and will comply with related requirements of the definition of Core Programming in order to enable Affiliate to comply with the safe harbor established by law or FCC regulation, solely with regard to the Service and as a result of the broadcast by the Stations of the Service on each such Station's free, over-the-air, multicast feed.   (ii) Network represents and warrants that if it supplies to Affiliate any programming produced primarily for children 12 years old or younger, such programming shall comply with the FCC's commercial limits, including 47 C.F.R. §73.670, as the same may be amended from time to time, including limits on the amount of commercial matter and the prohibitions on host-selling, program- length commercials and the display of website addresses.   (iii) At the end of each calendar quarter, Network will provide to Affiliate a copy of the Service's schedule of Core Children's Programming planned for the following calendar quarter, together with a certification indicating the amount of Core Children's Programming made available to Affiliate during the preceding quarter and certifying that any programming produced primarily for children 12 years old or younger, as provided by Network, complied with the FCC's rules. Network will provide copies of program logs or other documentation substantiating the amount of Core Children's Programming or the amount of commercial matter in any Network program or program segment subject to the commercial limits, promptly upon request by Affiliate.

(e) Advertising. Except for the Local Advertising and advertising broadcast in Local Programming, Network shall have the exclusive right and authority to sell all of the advertising on the Service and shall share a portion of Network's Advertising Revenue generated from such sales with Affiliate in accordance with the terms of this Agreement. A Station will not be obligated to broadcast advertising that does not comply with the Station's generally applicable broadcast standards. Network and Affiliate will cooperate in a good-faith effort to ensure that all Network advertising meets Stations' broadcast standards. Without limiting the generality of the foregoing sentence, Network will not accept political or controversial-issue advertising, or advertising promoting distilled spirits or gambling, without Affiliate's prior written approval.   (f) Program Service Information. Network must provide to a reputable program information services entity a program schedule for the Service.   6

Source: TUBE MEDIA CORP., 8-K, 3/10/2006





(g) Closed Captioning; Program Ratings. Network shall provide full-time closed captioning for the Service in all programming and at all times for which captioning is required by applicable law as applied to the Service. Network also shall display and encode program ratings for the Service using the industry-standard V-chip ratings system.   5.DELIVERY AND DISTRIBUTION OF THE SERVICE:

(a) During the Term, Network, at its expense, shall deliver a 24 hours per day, 7 days per week signal of the Service by transmitting it via AMC-3 or another domestic satellite commonly used for transmission of television programming to Broadcast Television stations. The signal of the Service, including any program-related data and enhancements, shall be contained in no more than a 5.0 megabits-per-second (mbps) stream of data and shall consist of a resolution of no less than 480 x 720i. Network's failure, for reasons other than force majeure, to deliver a signal meeting the requirements of this Section 5(a) for more than twelve (12) hours in any consecutive thirty (30) day period without the written consent of Affiliate shall constitute a material breach of this Agreement, not subject to the cure provisions of Section 10(d); provided, however that Affiliate shall provide Network with notice of each event in which Network fails to deliver a signal meeting the requirements of this Section 5(a) as soon as reasonably practicable.   (b) Exhibit C sets forth the specific equipment necessary for each Station to receive the signal of the Service (the Receiving Equipment). At Affiliate's option, Network shall furnish and install, at its expense, or reimburse Affiliate for its cost of furnishing and installing, the Receiving Equipment to each Station that transmits the Service, provided that the Receiving Equipment for all of the Stations initially listed on Exhibit A shall not exceed, in the aggregate, one hundred twenty-five thousand dollars ($125,000.00) (the Equipment Reimbursement Cap). At Affiliate's option, Network also shall furnish and install, or reimburse Affiliate for its cost of furnishing and installing, Receiving Equipment for any Acquired Station not transmitting the Service at the time of acquisition by Affiliate, at a cost not to exceed three thousand five hundred dollars ($3,500.00). Affiliate, at its expense, shall furnish all other equipment and facilities necessary for the receipt of the satellite transmission of the signal of the Service and the delivery of such signal to TV Households in each Station's DMA. In addition, each Station shall be responsible, at its sole expense, for installing, maintaining or repairing the Receiving Equipment during the Term. Affiliate shall cause each of the Stations to maintain and repair the Receiving Equipment in good working condition, at its sole cost, as necessary and appropriate to maintain the ability of the Receiving Equipment to receive the signal of the Service from its initial satellite and transponder without interruption during the Term. If Network changes the satellite, transponder or encryption method used to transmit the Service and if the Receiving Equipment or other existing equipment will not be suitable for receiving the Service after the changes are implemented, with respect to such Station(s), Network agrees to furnish and install at its expense, or reimburse Affiliate for its reasonable cost of furnishing and installing, Receiving Equipment suitable for receiving the Service after the changes are implemented, without regard to the Equipment Reimbursement Cap; provided, however, that with respect to new equipment made necessary by a satellite, transponder or encryption method change, which equipment may be used to receive the signals of other television services carried by such Station, Network shall be obligated to reimburse Affiliate only for Network's pro-rata share of the cost of such equipment (based on the total number of television services being received by such affected System and utilizing such new equipment within ninety (90) days of the effective date of such change).

7

Source: TUBE MEDIA CORP., 8-K, 3/10/2006





(c) Each Station transmitting the Service shall transmit a good-quality video and audio signal of the Service, but in no event shall such Station be required to deliver a signal of a technical quality higher than the technical quality of the video and audio signal of the Service as delivered by Network hereunder.   (d) Each Station agrees to transmit the Service on a full-time basis 24 hours per day, 7 days per week, except in cases of force majeure, emergency broadcasts, when a Station's Primary Feed is not being transmitted, as provided in 4(c) above, or when a Station must stop broadcasting for maintenance or repairs. Each Station will provide Network with up to 5.0 mbps, but, at all times, not less than 2.0 mbps, for this purpose, except as required in infrequent and exceptional circumstances resulting from a Station's carriage of the primary television network with which such Station is affiliated with regard to its Primary Feed (e.g., ABC, CBS, NBC and Fox). Except for a Station's Local Advertising Time and Local Programming, station identification messages, and as except provided in 4(c) and 4(e) above, each Station shall transmit the Service without alteration, editing or delay.   (e)  Network agrees to transmit SCTE 35-compliant DPI commands within the Service that will trigger insertion of Local Advertising and rejoin commands to signal the return to Network programming. Network also will deliver a separate set of SCTE 35-compliant commands to trigger local insertion and removal of station identification messages on the hour, and station logos before and after commercial breaks. To ensure clean switching, Network will ensure that switch commands occur coincident with transmission of an I-frame from the network MPEG 2 encoder.   (f) Each Station that transmits the Service may superimpose over the programming on the Service a transparent station identification logo/bug that does not materially interfere with the Service or any graphics or other data therein.   (g) Affiliate and each Station shall take the same security measures to prevent the unauthorized or otherwise unlawful copying or taping of the Service (or any portion thereof) by others as it takes to protect the Primary Feed transmitted by such Station. Network acknowledges that Affiliate and the Stations do not, as of the Effective Date, take any such security measures.   6.NO FEES; REVENUE SHARE:

(a) Neither Affiliate nor any Station shall pay any fees to Network for any rights granted under this Agreement.   (b) In consideration of the terms and conditions set forth herein, Network shall pay Affiliate (i) the Affiliate Advertising Share, and (ii) the Affiliate Transactional Share, each as provided in Exhibit D.   7.REPORTS; AUDITS:   (a) Affiliate shall promptly notify Network in writing of any MVPD that has agreed to retransmit the Service. Network and Affiliate thereafter shall cooperate in an effort to secure the MVPD's agreement to provide to Network and Affiliate, within thirty (30) days following each calendar quarter during the Term, a certified report stating the number of households that receive the Service from such MVPD (Digital Cable Subscriber Households) in the DMA of a Station on average over such quarter (Report). If an MVPD fails to submit a Report, Network and Affiliate shall estimate the number of Digital Cable Subscriber Households receiving the Service pursuant to paragraph I.1. of Exhibit D.

8

Source: TUBE MEDIA CORP., 8-K, 3/10/2006





  (b) Network shall submit to Affiliate, within forty-five (45) days of the end of each calendar quarter during the Term, a statement reporting for such calendar quarter the following information on a Station-by-Station basis: (i) Network's Advertising Revenue, (ii) the Affiliate Advertising Share, (iii) Network's Transactional Revenue, (iv) the average number of households receiving the Service through each MVPD in each DMA served by a Station, as calculated herein, and (v) the Affiliate Transactional Share. If this Agreement terminates on any date other than at the end of a calendar quarter, Network shall supply such statement as of the date of termination, within forty-five (45) days thereafter, and this obligation shall survive the termination of this Agreement until Affiliate receives such statement.   (c) Affiliate shall submit to Network, within forty-five (45) days of the end of each calendar quarter, a report on behalf of each Station with respect to the Promotional Spots aired by each Station during such calendar quarter, setting forth the date and time each such Promotional Spot aired on the Primary Feed.   (d) Audit.   (i) During the Term and for one (1) year thereafter, Network shall maintain accurate and complete books and records in accordance with generally accepted accounting principles and practices that shall contain sufficient information to enable an auditor to verify, for the period under audit, Network's Advertising Revenue, Network's Transactional Revenue, the Affiliate Advertising Share, the Affiliate Transactional Share and the accuracy of the amounts paid by Network to Affiliate hereunder, including under Exhibit D (collectively, the Revenue Share Records). Upon not less than thirty (30) days' prior written notice and not more than once in any calendar year, Affiliate shall have the right, at its sole cost and expense, during the Term and for one (1) year thereafter, to examine during normal business hours the books and records of Network for up to the prior calendar year and the then-current calendar year solely to the extent reasonably necessary to verify the Revenue Share Records.   (ii) Any audit conducted pursuant to this Section 7(d) shall be conducted by Affiliate's corporate audit staff or an independent auditing firm designated by Affiliate (in each case, an Auditor). Any such audit shall be subject to the provisions of this Section 7(d) and the confidentiality provisions of Section 12, and the Auditor shall execute, in advance, a confidentiality agreement that obligates it to maintain the confidentiality of the terms of this Agreement and the information acquired during the course of the audit. Any officer, employee, consultant or agent of Affiliate that has access to an audit report (who shall be limited to those who are members of Affiliate's corporate audit staff and have a specific need to know the contents thereof) shall also execute a confidentiality agreement consistent with the prior sentence.   9

Source: TUBE MEDIA CORP., 8-K, 3/10/2006





  (iii) Network and Affiliate shall use good faith efforts to resolve any dispute arising from an audit conducted pursuant to this Section 7(d). Any litigation by Affiliate with respect to amounts owing by Network in respect of an audit must be brought within one (1) year after the Auditor completes its on-site review at Network's offices, or Affiliate will be deemed to have waived its right, whether known or unknown, to collect any shortfalls from Network for the period(s) audited; provided, however, that such limitation shall not apply to intentional misconduct by Network or its agents or employees.   8.PROMOTION; AFFILIATE ADVERTISING:   (a) Affiliate shall actively promote the Service consistent with its business judgment, including the broadcast by each Station transmitting the Service of an average of at least ten (10) thirty (30)-second promotional announcements per week for the Service (Promotional Spots) on the Station's Primary Feed, including the Station's analog signal for so long as the Station broadcasts an analog signal, on a run-of- station basis, commencing no later than the first air date of the Service on the applicable Station. Affiliate will submit program listings for the Service to local print and on-screen guides. Additionally, Affiliate will provide a link to Network's website (i.e., URL www.thetubetv.com or any replacement or supplemental URL) on the websites of each of the Stations.

(b) Network shall produce and deliver the Promotional Spots to each Station at least two (2) weeks prior to the first air date, and on a regular basis thereafter, in a format mutually agreed with Affiliate and in a broadcast-ready state. Affiliate or a Station also may prepare its own Promotional Spots and other promotional materials, which, if using any programming from the Service, must be approved in advance by Network, such approval not to be unreasonably withheld. Network and Affiliate agree to consult on a regular basis during the Term concerning the content of the Promotional Spots, promotional materials and on Network and Affiliate promotional strategies, and Affiliate shall cease airing particular Promotional Spots or using particular promotional materials upon the reasonable objection of Network to such Promotional Spots or the use of such promotional materials.   (c) Network shall provide to each Station that transmits the Service for local advertising sales, public service announcements, newsbreaks, station-produced vignettes or promotion one (1) minute of commercial announcement time per hour (Local Advertising), normally at the same approximate time each hour of the broadcast day. Affiliate shall have the right to retain for itself all the proceeds derived from the sale of Local Advertising. Affiliate agrees not to sell commercial time to or for the benefit of direct competitors of the Service (e.g., music video networks carried by MVPDs such as MTV, VH1 and Fuse). All Local Advertising shall comply with the pertinent Station's generally applicable broadcast standards and Affiliate shall be solely responsible for all Local Advertising and all liabilities associated therewith, including insertion, trafficking, billing and collection activities relating to the Local Advertising and for the content of the material inserted into the Local Advertising.   (d) Network, from time to time, may undertake marketing tests and surveys, rating polls and other research in connection with the Service. With respect to any tests, surveys or research that apply to any Station or DMA for which Network seeks Affiliate's cooperation, Network shall notify Affiliate of the nature and scope of each such project and Affiliate, to the extent permitted by applicable law and agreements by which Affiliate or a Station is bound, shall cooperate in such research by rendering such assistance as Network may reasonably request and which Affiliate can reasonably provide without incurring any additional expense. Network shall, promptly following receipt, provide the full results of any such research to Affiliate, on a confidential basis, unless Network is prevented from doing so by a confidentiality agreement or applicable law.

10

Source: TUBE MEDIA CORP., 8-K, 3/10/2006





  (e) Affiliate acknowledges that the name and mark The TUBE (and the names of certain programs that appear in the Service and any subsequently selected names or marks for the Service and accompanying websites) (collectively, the Marks) are the exclusive property of Network and its suppliers and that Affiliate has not and will not acquire any ownership thereof by reason of this Agreement. Provided they do not infringe the marks of Affiliate or an affiliate of Affiliate, Affiliate shall not directly or indirectly question, attack, contest or in any other manner impugn the validity of the Marks or Network's rights in and to the Marks and shall reasonably cooperate with Network's quality control, monitoring and inspection of the use of the Marks. Any and all goodwill arising from Affiliate's use of the Marks shall inure solely to the benefit of Network. Affiliate shall submit to Network representative samples of Affiliate's promotional materials mentioning or using the Marks (other than materials provided by Network to Affiliate, if any) and shall cease using the Marks in a particular manner upon the reasonable objection of Network to the use of the Marks in such manner. Uses of the Marks in routine promotional materials, such as program guides and program listings, shall be deemed approved unless Network specifically notifies Affiliate to the contrary. Network shall acquire no rights in any of Affiliate's marks by virtue of this Agreement.   9.WARRANTIES AND INDEMNITIES:

(a) Network and Affiliate each represents and warrants to the other that (i) it is duly organized, validly existing and in good standing under the laws of the state under which it is organized; (ii) it has the power and authority to enter into this Agreement and to perform fully its obligations hereunder; (iii) it is under no contractual or other legal obligation that shall in any way interfere with its full, prompt and complete performance hereunder; (iv) the individual executing this Agreement on its behalf has the authority to do so; and (v) the obligations created by this Agreement, insofar as they purport to be binding on it, constitute legal, valid and binding obligations enforceable in accordance with their terms.   (b) Network further represents and warrants to Affiliate that it holds all necessary rights and licenses in and to the materials transmitted to Affiliate as part of the Service and such rights and licenses are sufficient to permit the transmission of the Service in the DMA of each of the Stations as contemplated herein, without infringing the copyright or other rights of any person.   (c) Affiliate further represents, warrants and covenants to Network that (i) it has the power and authority to cause each Station, including any Acquired Station, to perform fully its obligations hereunder; and (ii) it holds and will continue to hold all necessary rights and licenses (A) to operate the Stations and permit the broadcast of the Service in the DMA of each of the Stations and (B) to broadcast the Local Programming and Local Advertising as contemplated herein.   11

Source: TUBE MEDIA CORP., 8-K, 3/10/2006





(d) Affiliate and Network shall each indemnify, defend and forever hold harmless the other, the other's parent, subsidiary and affiliated companies and each of the other's (and the other's parent, subsidiary and affiliated companies') respective present and former officers, shareholders, directors, employees, consultants, partners and agents (Network Indemnitees and Affiliate Indemnitees, respectively), against and from any and all Costs incurred as a result of third-party claims arising out of any breach of any term of this Agreement or of any warranty, covenant or representation contained herein.   (e) Without limiting Section 9(d), Network shall indemnify, defend and forever hold harmless the Affiliate Indemnitees from and against any and all Costs arising directly or indirectly out of third-party claims (i) that the transmission by Affiliate of the Service as contemplated herein infringes the rights of any person, (ii) based on the content of the Service and any promotional material provided by Network to Affiliate (including the Promotional Spots), as furnished by Network and transmitted by Affiliate and each Station in accordance with the terms and conditions of this Agreement (i.e., not based upon any deletions, modifications or additions by Affiliate or any Station), including any claim that such content or material is obscene, indecent, libelous, or slanderous, or violates any right of privacy or publicity, copyright, trademark or any other proprietary, literary, or dramatic right of any person or any rule or regulation of the FCC, and (iii) relating to any contest, sweepstakes or other promotion conducted by Network. Affiliate shall, to like extent, indemnify, defend and forever hold harmless the Network Indemnitees for Costs arising directly or indirectly out of third-party claims relating to (A) any deletion, addition or other modification of content, programming or other material by Affiliate to the Service, including Local Advertising and Local Programming, (B) any editing or deletion of program or promotional material by Affiliate contrary to Network's instructions, (C) Promotional Spots and/or other promotional materials prepared by Affiliate, and (D) any contest, sweepstakes or other promotion conducted by Affiliate in connection with Network and/or the Service.   (f) A party claiming indemnity under this Section 9 must give the indemnifying party prompt notice of any claim, and the indemnifying party shall, unless the parties otherwise agree, assume the full defense of any claims to which its indemnity applies. The indemnified party, at the indemnifying party's cost, will cooperate fully with the indemnifying party in the defense or settlement of any such claim. Subject to the foregoing, the indemnified party may participate in the defense, through counsel of its choice, at its own expense.   (g) The representations, warranties and indemnities contained in this Section 9 shall continue throughout the Term and the indemnities shall survive the termination of this Agreement, regardless of the reason for such termination.   (h) Network has procured, and shall maintain during the Term, at its sole expense, Commercial General Liability insurance at liability limits of not less than $1,000,000 each occurrence and $2,000,000 in the aggregate. Additionally, Network will procure on or before the Affiliate Launch Date, and shall maintain during the Term, at its sole expense, Errors and Omissions insurance that covers Network's media activities at a liability limit of $1,000,000 in any one (1) policy period. Affiliate shall be named as an additional insured on the policies, and, prior to the Affiliate Launch Date, shall receive certificates evidencing such insurance, providing that such coverage will not be cancelled or materially changed except upon 30 days' prior written notice to Affiliate.

  12

Source: TUBE MEDIA CORP., 8-K, 3/10/2006





  10.TERMINATION:   (a) In addition to Network's other rights to terminate this Agreement, Network may, by providing Affiliate with thirty (30) days' prior notice, terminate this Agreement if Affiliate is in material breach of this Agreement, provided that Affiliate shall have thirty (30) days from Network's notice specifying in detail the nature of such breach to cure such breach; provided, however, if such breach is confined to a single breach by a Station or group of Stations during the Term, then Network shall have the right to terminate this Agreement only as to such Station or Stations, but if Affiliate willfully and repeatedly materially breaches any of the material provisions of this Agreement, then Network, at its option, shall have the right to terminate this Agreement in its entirety or only as to such breaching Station or Stations.   (b) Network retains the right at all times during the Term to discontinue its distribution of the Service in its entirety and to terminate this Agreement and all other affiliates' agreements on at least ninety (90) days' prior notice without any liability therefor to Affiliate, other than amounts payable hereunder which accrued prior to such termination, including amounts payable pursuant to Section 6(b) and Exhibit D.   (c) In the event that a Station initially listed on Exhibit A does not launch the Service by the Launch Date as required by Section 3(f) other than as a result of a force majeure event pursuant to Section 13(e), Network shall have the right to terminate this Agreement only as to such Station, but if three (3) or more Stations initially listed on Exhibit A do not launch the Service by the pertinent Launch Date for each such Station as required by Section 3(f) for reasons other than force majeure, Network, at its option, shall have the right to terminate this Agreement in its entirety or only as to such Station or Stations. In the event that Network terminates this Agreement as to a particular Station or several Stations, or in its entirety pursuant to Sections 10(a) or (c), Affiliate shall, within thirty (30) days of termination, at its option either reimburse Network for the cost of all equipment or return such equipment related to such Station(s) that was paid for by Network pursuant to Section 5(b) herein.   (d) In addition to Affiliate's other rights to terminate this Agreement, Affiliate may, by providing Network with thirty (30) days' prior notice, terminate this Agreement if Network is in material breach of this Agreement, provided that Network shall have thirty (30) days from its receipt of Affiliate's written notice specifying in detail the nature of such breach to cure such breach; provided, however, if such breach is confined to a Station or group of Stations during the Term, then Affiliate shall have the right to terminate this Agreement only as to such Station or Stations, but if Network willfully and repeatedly materially breaches any of the material provisions of this Agreement, then Affiliate, at its option, shall have the right to terminate this Agreement in its entirety or only as to such breaching Station or Stations.   (e) Notwithstanding anything to the contary in this Section 10, any breach involving failure to pay any amount due hereunder must be cured within ten (10) days after notice. A breach involving Network's failure to pay an amount due to Affiliate pursuant to Section 6 above or Exhibit D hereto shall be deemed a breach as to Affiliate rather than a particular Station or Stations.

13

Source: TUBE MEDIA CORP., 8-K, 3/10/2006





     11. NOTICES   Any notice given under this Agreement shall be in writing, shall be sent postage prepaid by certified mail, return receipt requested, or by hand delivery, or by Federal Express or similar overnight delivery service, to the other party, at the following address (unless either party at any time or times designates another address for itself by notifying the other party pursuant to the provisions of this Section 11, in which case all notices to such party thereafter shall be given at its most recently so designated address):

To Network:   The TUBE Music Network, Inc.      1451 West Cypress Creek Road, Suite 300      Ft. Lauderdale, FL 33309            Attn: John W. Poling, CFO      Facsimile Number: (954) 714-8500      cc: Les Garland, President and CEO      Facsimile Number: (305) 861-9409      To Affiliate:   Tribune Broadcasting Company      435 North Michigan Avenue      Chicago, IL 60611            Attn: Gina Mazzaferri      Facsimile Number: (312) 222-5981      cc: Charles J. Sennet      Facsimile Number: (312) 222-4206

Notices given by hand delivery shall be deemed received upon delivery to the addressee. Notices given by certified mail shall be deemed received on the date specified on the return receipt. Notices given by Federal Express or similar overnight delivery service shall be deemed received on the next business day following delivery of the notice to such service with instructions for overnight delivery.     12.  CONFIDENTIALITY:

  Neither Affiliate nor Network shall disclose (whether orally or in writing, or by press release or otherwise) to any third party outside their respective companies (other than their respective officers, directors and employees, in their capacity as such, and their respective auditors, consultants, financial advisors, lenders, potential buyers or investors and attorneys; provided, however, that the disclosing party agrees to be responsible for any breach of the provisions of this Section 12 by any of such parties) the terms of this Agreement (other than the existence hereof) except: (a) to the Auditor as provided in Section 7(d); (b) to the extent necessary to comply with the valid order or compulsory process of an administrative agency or a court of competent jurisdiction, in which event the party making such disclosure shall so notify the other as promptly as practicable (and, if possible, prior to making such disclosure); (c) in accordance with the regulations of any securities exchange on which such party (or its parent company) is listed, or otherwise as required by law; (d) in order to enforce its rights pursuant to this Agreement; or (e) if mutually agreed by Affiliate and Network, in advance of such disclosure, in writing. This Section 12 shall survive the termination of this Agreement. The parties agree to issue a mutually agreeable press release concerning this Agreement upon execution of this Agreement.     14

Source: TUBE MEDIA CORP., 8-K, 3/10/2006





    13.MISCELLANEOUS:   (a) Assignment; Binding Effect; Reorganization. This Agreement shall be binding on the respective transferees and successors of the parties hereto, except that neither this Agreement nor either party's rights or obligations hereunder shall be assigned or transferred by either party without the prior written consent of the other party. Affiliate agrees to use reasonable efforts to obtain the agreement of any proposed assignee or transferee that, upon consummation of the assignment or transfer of control of the FCC license for any Station, such assignee or transferee shall negotiate in good faith with Network for continued rights to broadcast the Service over the affected Station. It will not be a breach of this Agreement, and Affiliate will not be required to accept a lower price or different terms in a proposed acquisition, if the proposed assignee or transferee does not accept this condition. Affiliate agrees to give Network timely notice of the filing of an assignment or transfer of control application with the FCC.   (b) Entire Agreement; Amendments; Waivers; Cumulative Remedies. This Agreement, including the Exhibits attached hereto, contains the entire understanding of the parties hereto and supersedes and abrogates all contemporaneous and prior understandings of the parties, whether written or oral, relating to the subject matter hereof. This Agreement may not be modified except in a writing executed by both parties hereto. No waiver of any breach of any provision hereof shall be or be deemed to be a waiver of any preceding or subsequent breach of the same or any other provision of this Agreement. The failure of Affiliate or Network to enforce or seek enforcement of the terms of this Agreement following any breach shall not be construed as a waiver of a subsequent breach of the same or any other terms of this Agreement. All remedies, whether at law, in equity or pursuant to this Agreement shall be cumulative.   (c) Governing Law. The obligations of Affiliate and Network under this Agreement are subject to all applicable federal, state and local laws, rules and regulations, and this Agreement and all matters or issues collateral thereto shall be governed by the laws of the State of New York applicable to contracts to be entirely performed therein.   (d) Relationship. Neither party shall be, or hold itself out as, the agent of the other or as joint venturers under this Agreement. Nothing contained herein shall be deemed to create, and the parties do not intend to create, any partnership, association, joint venture, fiduciary or agency relationship between Affiliate and Network, and neither party is authorized to or shall act toward third parties or the public in any manner which would indicate any such relationship with the other.   (e) Force Majeure. Neither Affiliate nor Network shall have any rights against the other party hereto for the non-operation of facilities or the non-furnishing of the Service if such non-operation or non-furnishing is due to an act of God; inevitable accident; fire; weather; lockout; strike or other labor dispute; riot or civil commotion; action or inaction of government or governmental instrumentality (whether federal, state or local); failure of performance by a common or private carrier; material failure or unavailability in whole or in part of technical facilities, software or equipment which are material to the transmission of the Service; or other cause beyond either party's reasonable control (financial inability is excepted). A party will have the right to terminate this Agreement as to the affected Station(s), by notice to the other, if the other party's inability to perform continues for thirty (30) days or more; provided, that Network may not terminate this Agreement due to a Station's failure to launch the Service for reasons specified solely in this Section 13(e) unless such Station is unable to launch the Service for ninety (90) days or more beyond the applicable Launch Date.   15

Source: TUBE MEDIA CORP., 8-K, 3/10/2006





(f) No Inference Against Author. Network and Affiliate each acknowledge that this Agreement was fully negotiated by the parties and, therefore, no provision of this Agreement shall be interpreted against any party because such party or its legal representative drafted such provision.   (g) No Third-Party Beneficiaries. The provisions of this Agreement are for the exclusive benefit of the parties hereto (including the Stations) and their permitted assigns, and no third party shall be a beneficiary of, or have any rights by virtue of, this Agreement.   (h) Headings. The titles, headings of the sections and defined terms in this Agreement are for convenience only and shall not in any way affect the interpretation of this Agreement. Any reference in this Agreement to Section or an Exhibit shall, unless the context expressly requires otherwise, be a reference to Section in, or an Exhibit to, this Agreement. Forms of the word include mean including without limitation; and references to hereunder, herein, hereof, and the like, refer to this Agreement.   (i) Non-Recourse. Notwithstanding anything contained in this Agreement to the contrary, it is expressly understood and agreed by the parties hereto that each and every representation, warranty, covenant, undertaking and agreement made in this Agreement was not made or intended to be made as a personal representation, undertaking, warranty, covenant, or agreement on the part of any individual, and any recourse, whether in common law, in equity, by statute or otherwise, against any individual is hereby forever waived and released.   (j) LIMITATION OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES (INCLUDING LOSS OF PROFITS OF REVENUES, OR DAMAGES TO OR LOSS OF PERSONAL PROPERTY) IN ANY CAUSE OF ACTION ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH A DEFAULT UNDER OR A BREACH OF THIS AGREEMENT.   (k) Taxes. Network shall not be liable for, and Affiliate shall pay and hold harmless Network from, any federal, state or local taxes, surcharges, levies or any other charges which are based upon revenues derived by operations of Affiliate or each Station. Neither Affiliate nor Station shall be liable for, and Network shall pay and hold Affiliate and each Station harmless from, any federal, state or local taxes, surcharges, levies or any other charges which are based upon revenues derived by operations of Network.   16

Source: TUBE MEDIA CORP., 8-K, 3/10/2006





(l) Right of First Refusal. In the event Network decides to offer any new television programming channels (the New Channels), then Affiliate shall have ninety (90) calendar days from Affiliate's receipt of Network's comprehensive business plan for such New Channels to determine whether Affiliate desires to enter into an agreement with respect to the New Channels. At the expiration of the ninety (90)-day period, Affiliate's right of first refusal shall expire. If, during said ninety (90)-day period, Affiliate notifies Network in writing of its desire to add the New Channels to this Agreement, then both parties shall work diligently together and in good faith to enter into an agreement within ninety (90) days of such notice to include the terms and conditions pursuant to which the New Channels may be distributed by Affiliate. If, having used good faith diligent efforts, Affiliate and Network have failed to enter into such an agreement within such ninety (90)-day period, then neither party shall have an obligation to continue such negotiations or enter into an agreement with respect to the New Channels.   (m) Matter Broadcast. Federal law and FCC regulations require Network to disclose to Affiliate, and the Stations to disclose to their audiences, the identity of any person or entity that has given anything of value to Network or anyone associated with the Service in exchange for the inclusion of a product, service, trademark, brand name, or other program material in the Service. Network agrees to disclose to Affiliate, in writing, the existence, source and nature of any payments or other consideration received in connection with the production of the Service. Such disclosure shall be made prior to the time such matter is broadcast, so that each Station can satisfy its disclosure obligations under federal law. Notwithstanding anything to the contrary herein, proper disclosure in the content of the Service will satisfy Network's disclosure obligations to Affiliate under this Section 13(m), provided Network agrees to provide full details to Affiliate immediately upon request.   (n) Counterparts. This Agreement may be executed in counterparts, each of which will have the full force and effect of a fully- executed original. This Agreement may be executed by each or either party by delivering signed signature pages thereof to the other party by facsimile. Any party delivering an executed counterpart of this Agreement by facsimile shall also deliver to the other party an original executed counterpart of this Agreement, but the failure to do so does not affect the validity, enforceability or binding effect of this Agreement.   [Remainder of page intentionally left blank.]



17

Source: TUBE MEDIA CORP., 8-K, 3/10/2006





  The parties hereto have executed this Agreement to be effective as of the Effective Date.   AFFILIATE: NETWORK: TRIBUNE BROADCASTING COMPANY THE TUBE MUSIC NETWORK, INC.           By:   /s/ John E. Reardon By: /s/ Les Garland

Title:   President Title: President             [Signature page: Charter Affiliate Affiliation Agreement by and between The TUBE Music Network, Inc. and Tribune Broadcasting Company]

  18

Source: TUBE MEDIA CORP., 8-K, 3/10/2006





EXHIBIT A   To Affiliation Agreement By and Between   Tribune Broadcasting Company and   The TUBE Music Network, Inc.   Dated as of March 6, 2006   STATION IDENTIFICATION       Call   Street Address   Launch DMA   Letters     Date New York    WPIX    220 E. 42nd St., 10th floor, New York, NY 10017    6/1/06 Los Angeles    KTLA    5800 Sunset Blvd., Los Angeles, CA 90028    6/1/06 Chicago    WGN    2501 W. Bradley Pl., Chicago, IL 60618    7/1/06 Philadelphia    WPHL    5001 Wynnefield Ave., Philadelphia, PA 19131    7/1/06 Boston    WLVI    75 Morrissey Blvd., Boston, MA 02138    6/1/06 Dallas-Fort Worth    KDAF    8001 John Carpenter Fwy., Dallas, TX 75247    7/1/06 Washington, D.C.    WBDC    2121 Wisconsin Ave. N.W., Washington, DC 20007    8/15/06 Atlanta    WATL    One Monroe Place, Atlanta, GA 30324    7/15/06 Houston    KHWB    7700 Westpark Dr., Houston, TX 77063    7/15/06 Seattle-Tacoma   KCPQKTWB   1813 Westlake Ave. N., Seattle, WA 98109    7/15/06

Miami-Ft. Lauderdale    WBZL    2055 Lee St., Hollywood, FL 33020    7/15/06 Denver    KWGN    6160 S. Wabash Way, Greenwood Village, CO 80111    6/1/06 Sacramento-Stockton-Modesto    KTXL    4655 Fruitridge Rd., Sacramento, CA 95820    8/1/06 St. Louis    KPLR    2250 Ball Dr., St. Louis, MO 63146    8/1/06 Portland, OR    KWBP    10255 S.W. Arctic Dr., Beaverton, OR 97005    6/15/06 Indianapolis   WXIN WTTV WTTK   6910 Network Pl., Indianapolis, IN 46278    6/15/06

San Diego    KSWB    7191 Engineer Rd., San Diego, CA 92111    6/15/06 Hartford & New Haven    WTICWTXX    One Corporate Center, Hartford, CT 06123    8/15/06

Grand-Rapids-Kalamazoo-Battle Creek    WXMI    3117 Plaza Dr. N.E., Grand Rapids, MI 49525 &bbsp;  6/15/06 Harrisburg-Lancaster-Lebanon-York    WPMT    2005 S. Queen St., York, PA 17403    7/1/06 Albany-Schenectady-Troy    WEWB    14 Corporate Woods Blvd., Albany, NY 12211    8/1/06   19

Source: TUBE MEDIA CORP., 8-K, 3/10/2006





EXHIBIT B    To Affiliation Agreement By and Between   Tribune Broadcasting Company and   The TUBE Music Network, Inc.   Dated as of March 6, 2006   LAUNCH NOTICE    BROADCAST LAUNCH FORM     STATION NAME:  STATION GROUP OWNER:         STATION MAILING ADDRESS:       PHONE NUMBER:  FAX NUMBER:         GENERAL MANAGER:  MARKETING CONTACT:         ENGINEER  PHONE (IF DIFFERENT):   EMAIL ADDRESS: AREAS SERVED (PLEASE INCLUDE ZIP CODES):           DMA:           FILL OUT THE LINE BELOW FOR ONE EARTH STATION RECEIVE SITE (EACH ADDITIONAL SITE REQUIRES A SEPARATE FORM)     Do you have an antenna capable of receiving a C band feed from AMC-3 Transponder 17 located at 87 degrees west? YES____ NO____   Do you have space for an additional antenna on your roof or in your antenna farm? YES____ NO____ Does this space have a good southern exposure looking at 95 degrees? YES____ NO____     Do you have the resources to install the antenna? YES____ NO____   STREET ADDRESS (Shipping Address):   CITY/STATE/ZIP: COUNTY:         LAUNCH DATE: ______________ CHANNEL NUMBER: ______________       SIGNATURE: TITLE: DATE:

Email COMPLETED FORM to linefinder_1999@yahoo.com

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Source: TUBE MEDIA CORP., 8-K, 3/10/2006





  EXHIBIT C    To Affiliation Agreement By and Between    Tribune Broadcasting Company and    The TUBE Music Network, Inc.   Dated as of March 6, 2006    RECEIVING EQUIPMENT

• C-Band Antenna equipped with appropriate feed assembly and 45-degree digitally compatible LNB  • 150 Feet of RG6 Coaxial Cable • Integrated receiver/decoder, including MPEG 2 standard definition decoder that can decode an AC3 encoded audio stream at 384 kbps (the audio stream to be delivered by Network), and an unscrambled DVB-compliant ASI output. • De-icing equipment and/or radomes at the following Stations (and any later-acquired stations where climatologically WXIN/WTTV/WTTK, Indianapolis; WPHL-TV, Philadelphia; WGN-TV, Chicago; WXMI, Grand Rapids.

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Source: TUBE MEDIA CORP., 8-K, 3/10/2006





Execution Copy EXHIBIT D    To Affiliation Agreement By and Between   Tribune Broadcasting Company and   The TUBE Music Network, Inc.   Dated as of March 6, 2006   REVENUE SHARE    Commencing on the Affiliate Launch Date and thereafter throughout the Term, Network shall pay to Affiliate the following amounts:

I.Affiliate Advertising Share.   1.Determining Affiliate Advertising Share. Commencing with the calendar quarter beginning on April 1, 2006 and for each calendar quarter thereafter during the Term, Network shall pay to Affiliate the Affiliate Advertising Share. For purposes hereof, the Affiliate Advertising Share shall be determined by multiplying fifteen percent (15%) of Network's Advertising Revenue for such calendar quarter by a fraction, the numerator of which is the total number of Digital Cable Subscriber Households in the DMA(s) of the Station(s) transmitting the Service pursuant to this Agreement, and the denominator of which is the total number of Digital Cable Subscriber Households in all of the DMAs in which Network has a broadcast television station affiliate that is transmitting the Service. If a Station commences transmitting the Service on other than the first day of a calendar quarter, then the Affiliate Advertising Share for such quarter shall be further prorated based on the number of days in such quarter that such Station transmitted the Service. For purposes of this Exhibit D, The number of Digital Cable Subscriber Households shall be determined by the certified report supplied by each MVPD distributing the service, described in Section 7(a) of the body of this Agreement. In the event that such report is not received by Network with respect to each and every MVPD that carries the Service, then, for purposes of this Exhibit D, the number of Digital Cable Subscriber Households shall be determined as follows:    a.In the event that the total number of linear digital video subscribers served by an MVPD that distributes the Service is not broken out by DMAs in such MVPD's reported data, then, for purposes of this Exhibit D, the number of Digital Cable Subscriber Households for such non-reporting MVPD shall be equal to the product of (x) the number of TV Households receiving linear video services from such MVPD's systems that carry the Service in the pertinent DMA as set forth in a Nielsen report such as FOCUS multiplied by (y) the National Digital Cable Penetration Percentage most recently reported by such MVPD. The National Digital Cable Penetration Percentage shall be equal to the quotient of (i) the total number of subscribers to linear digital video services as most recently publicly reported by such MVPD, divided by (ii) the total number of TV Households receiving linear video services from such MVPD as most recently publicly reported by such MVPD.

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Source: TUBE MEDIA CORP., 8-K, 3/10/2006





   b. In the event that a particular MVPD does not report its total number of subscribers to linear digital video services and total number of TV Households receiving linear video services, then, for purposes of this Exhibit D, the number of Digital Cable Subscriber Households for such non-reporting MVPD shall be equal to the product of (x) the number of TV Households receiving linear video services served by such MVPD's systems that carry the Service as set forth in a Nielsen report such as FOCUS multiplied by (y) a national digital cable penetration estimate from Kagan Research, LLC.    c. In the event that a more accurate independent publicly available source for determining the number of television households that receive the Service through a subscription cable service hereafter becomes available, the parties may mutually agree to use such source in lieu of the foregoing.   2.Payment. The Affiliate Advertising Share, if any, shall be payable quarterly and shall be due no later than forty-five (45) days following the end of each calendar quarter for which a payment is due. If this Agreement is terminated during a calendar quarter, the amount payable shall be determined as of the termination date.    II.Affiliate Transactional Share.   1.Determining Affiliate Transactional Share. Commencing with the calendar quarter beginning on April 1, 2006 and for each calendar quarter thereafter during the Term, Network shall pay to Affiliate the Affiliate Transactional Share. For purposes hereof, the Affiliate Transactional Share means fifteen percent (15%) of Network's Transactional Revenue for the pertinent calendar quarter.   2.Payment. The Affiliate Transactional Share, if any, shall be payable quarterly and shall be due no later than forty-five (45) days following the end of each calendar quarter for which a payment is due. If this Agreement is terminated during a calendar quarter, the amount payable shall be determined as of the termination date.   23

Source: TUBE MEDIA CORP., 8-K, 3/10/2006





EXHIBIT E   To Affiliation Agreement By and Between   Tribune Broadcasting Company and   The TUBE Music Network, Inc.   Dated as of March 6, 2006   ADDITIONAL TERMS AND CONDITIONS   Music Rights and Copyright Indemnification   Without limiting Network's indemnification obligations as set forth in the body of this Agreement:   Network agrees to indemnify the Affiliate Indemnitees against any and all Costs arising out of any (i) third-party claims that Network's music performance rights licenses with ASCAP, BMI and SESAC (or directly with the applicable composer(s) and publisher(s)) do not cover music performances through to the viewers of the Service; and (ii) written agreement between Affiliate and an MVPD for the retransmission of the Service (together with the Primary Feed as provided in Section 3(a) of the body of the Agreement) solely within the Station's DMA, or where the Station's signal is deemed significantly viewed pursuant to FCC rules, pursuant to which Affiliate is obligated to indemnify such MVPD against any Incremental Copyright Cost (as defined below) resulting directly from the retransmission of the Service by such MVPD in the Station's DMA. For purposes hereof, Incremental Copyright Cost shall mean the difference, if any, between (A) the copyright royalties that would be payable by the MVPD in the Station's DMA without carriage of the Service, and (B) the copyright royalties that would be payable by such MVPD in such DMA with the carriage of the Service. Network hereby authorizes Affiliate to enter into such an agreement if, in Affiliate's reasonable and good faith judgment, such an agreement is necessary to obtain an MVPD's consent to carry the Service. For purposes of clarification, ASCAP, BMI and SESAC are and shall be considered third parties. Network represents and warrants that it has and throughout the Term will have a valid through- to-the-viewer music performance rights license with ASCAP and BMI (and any other society that may license such rights for music contained in the Service) (or directly with the applicable composer(s) and publisher(s)) covering all of the music contained in the Service. Network has commenced negotiations for a through-to-the-viewer music performance rights license with SESAC and expects to attain such license within a reasonable period of time.

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Source: TUBE MEDIA CORP., 8-K, 3/10/2006 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?


Output: 35568