TASK DEFINITION: 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.
PROBLEM: Exhibit 10(l)

LICENSE AND HOSTING AGREEMENT

THIS LICENSE AND HOSTING AGREEMENT (Agreement) is made effective as of the 17t h day of October, 2007 (Effective Date), by and between Transaction Applications Group, Inc., a Nebraska corporation (TAG), and Legacy Marketing Group, Inc., a California corporation (LMG).

BACKGROUND. This Agreement is the License and Hosting described in  Section 1.5 of the Asset Purchase Agreement between the parties dated the date hereof (the Purchase Agreement). It describes the terms and conditions under which TAG will Use and access the LMG Tools, CSC Software and Other Third Party Software until the date that is six (6) months after transition of the TPA Services for the New Customers from LMG's software and systems to TAG's software and systems. (Conversion Date) or such other date as is specified in Exhibit A. Capitalized terms used but not defined in this Agreement shall have the meaning given them in the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual benefits to be derived and the representations and warranties, conditions and promises herein contained, and intending to be legally bound hereby, LMG and TAG agree as follows:

ARTICLE I AGREEMENT AND DEFINITIONS

Agreement. The parties agree that the terms and conditions of this Agreement apply to the provision of LMG Tools, CSC Software, Other Third Party Software and LMG Services to TAG by LMG.

Certain Definitions. The following definitions apply to this Agreement:

Applicable Specifications means the functional, performance, operational, compatibility, and other specifications or characteristics of the LMG Tools, CSC Software and Other Third Party Software described in the applicable Documentation or necessary for TAG to provide the TPA Services to the New Customers and perform its obligations under the New Customer Contracts.

CSC Software means the computer programs identified in  Exhibit A licensed by LMG from Computer Sciences Corporation (CSC), including object code (including microcode) and/or where available to LMG source code, that are provided or to be provided by LMG pursuant to this Agreement. The definition of CSC Software also includes any enhancements, translations, modifications, updates, releases, or other changes to CSC Software.

Documentation means user guides, operating manuals, education materials, product descriptions and specifications, technical manuals, supporting materials, and other information relating to the LMG Tools, CSC Software and Other Third Party Software or used in conjunction with the TPA Services, whether distributed in print, magnetic, electronic, or video format.





LMG Tools means the LMG-developed computer programs identified in  Exhibit A, including, where applicable object code (including microcode) and/or source code, that are provided or to be provided by LMG pursuant to this Agreement. The definition of LMG Tools also includes any enhancements, translations, modifications, updates, releases, or other changes to LMG Tools.

LMG Services means the support, hosting and other services, functions and responsibilities provided or to be provided by LMG pursuant to this Agreement.

Other Third Party Software means the computer programs identified in Exhibit A licensed by LMG from third parties other than CSC, including object code (including microcode) and/or where available to LMG source code, that are provided or to be provided by LMG pursuant to this Agreement. The definition of Other Third Party Software also includes any enhancements, translations, modifications, updates, releases, or other changes to Other Third Party Software.

ARTICLE II LICENSE OF LMG TOOLS

Grant of License. LMG grants TAG a worldwide, nonexclusive, irrevocable, perpetual license to load, execute, access, employ, use, store, or display (Use) the object code version of the LMG Tools and Documentation (the License) for the period specified in Exhibit A in accordance with the terms and conditions of this Agreement.

TAG may Use the LMG Tools and Documentation solely to provide TPA Services to or for the New Customers and Terminated Customers, and perform its obligations under the Administrative Services and Teaming Agreement, New Customer Contracts and Subcontracts including performing disaster recovery, disaster testing, and backup as TAG deems necessary.

The License grant includes a license under all current and future patents owned by or licensed to LMG that are applicable to the LMG Tools and Documentation or the provision or receipt of the LMG Services, to the extent necessary to exercise any of the foregoing rights.

LMG acknowledges and agrees that the New Customers may have access to and Use of the LMG Tools and Documentation under the terms of the New Customer Contracts.

The License also includes the right to Use the source code version of LMG Tools in accordance with the terms and conditions of Section 3.7.

Except as specified in this Agreement, the License does not permit TAG to sublicense, rent or allow third parties to Use the LMG Tools or Documentation.

Proprietary Markings and Duplication. TAG shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within the LMG Tools or Documentation. TAG may duplicate Documentation, at no additional charge, for TAG's Use or for Use by a TAG in connection with the provision of LMG Tools so long as all required proprietary markings are retained on all duplicated copies.

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Ownership of LMG Tools and Modifications. The LMG Tools and Documentation shall be and remain the property of LMG, and TAG shall have no right or interest therein except as set forth in this Agreement. TAG shall be entitled to modify the LMG Tools and Documentation and to develop software derivative of or interfacing with the LMG Tools. All modifications of and software derivative of the LMG Tools and Documentation developed by TAG shall be and remain the property of TAG, and LMG shall have no rights or interests therein.

Protection of LMG Tools. TAG will treat the LMG Tools and Documentation with the same degree of care and confidentiality that TAG provides for similar information belonging to TAG which TAG does not wish disclosed to the public, but not less than reasonable care. This provision shall not apply to LMG Tools or Documentation, or any portion thereof, which is (a) already known by TAG without an obligation of confidentiality, (b) publicly known or becomes publicly known through no unauthorized act of TAG, (c) rightfully received from a third party without obligation of confidentiality, (d) disclosed without similar restrictions by LMG to a third party, (e) approved by LMG for disclosure, or (f) required to be disclosed pursuant to a requirement of a governmental agency or law so long as TAG provides LMG with timely prior written notice of such requirement. It will not be a violation of this Section 2.4 if TAG provides access to and the Use of the LMG Tools or Documentation to any third party contractor so long as TAG secures execution by such third party contractor of a confidentiality agreement as would normally be required by TAG.

ARTICLE III SUPPORT AND HOSTING SERVICES

CSC Software. LMG will maintain, through the Conversion Date, its existing license for the CSC Software and provide TAG access to and an irrevocable look access only right and license to use the CSC Software and applicable Documentation. Contemporaneously with the execution of this Agreement, TAG, LMG and CSC shall execute a nondisclosure and non-use agreement granting TAG a license in the CSC Software sufficient for TAG to perform the TPA Services and otherwise satisfy its obligations under the New Customer Contracts, Subcontracts and Administrative Services and Teaming Agreement (the CSC Agreement). TAG's use of, and LMG's rights regarding, the CSC Software will be governed by the terms of the CSC Agreement and not the terms of this Agreement. At TAG's request, LMG shall exercise and make available to TAG all rights and benefits available to it under LMG's existing license with CSC including LMG's rights to receive error corrections, support, maintenance and upgrades to or for the CSC Software.

Other Third Party Software. LMG will maintain, through the Conversion Date or such other date as is specified in Exhibit A, its existing licenses for the Other Third Party Software and provide TAG access to and an irrevocable look access only right and license to use the Other Third Party Software and applicable Documentation. LMG, with the reasonable cooperation of TAG, will obtain from the applicable third party vendors all licenses, consents, authorizations and approvals that are necessary or appropriate for TAG to so Use the Other Third Party Software for purposes of performing the TPA Services and fulfilling its obligations under the New Customer Contracts, Subcontracts and Administrative Services and Teaming Agreement.  At TAG's request, LMG shall exercise and make available to TAG all rights and benefits available to it under LMG's existing license with the applicable third party vendors including LMG's rights to receive error corrections, support, maintenance and upgrades to or for the Other Third Party Software.

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Support Services. LMG shall provide the following with respect to the LMG Tools, CSC Software, Other Third Party Software and Documentation for the period specified in Exhibit A:

LMG shall provide (or will cause the third party vendor to provide) to TAG all error corrections and all operational and support assistance necessary to cause the LMG Tools, CSC Software and Other Third Party Software to perform in accordance with their Applicable Specifications. LMG shall also provide remedial support designed to provide a by-pass or temporary fix to a defect until the defect can be permanently corrected.

LMG shall provide (or will cause the third party vendor to provide) to TAG all upgrades, modifications, improvements, enhancements, extensions, and other changes to LMG Tools developed by LMG.

LMG shall provide (or will cause the third party vendor to provide) to TAG any revisions to the existing Documentation developed for the LMG Tools, CSC Software and Other Third Party Software or necessary to reflect all corrections, updates, upgrades, modifications, improvements, enhancements, extensions or other changes thereto.

LMG shall provide training to TAG with respect to the use of the LMG Tools, Other Third Party Software and Documentation as reasonably requested by TAG.

Hosting Services. LMG shall host the LMG Tools, CSC Software and Other Third Party Software at its existing data center facility in Petaluma, California for the period specified in Exhibit A. Except for downtime for scheduled maintenance, LMG shall make the LMG Tools, CSC Software and Other Third Party Software available to users between 7:00 a.m. to 9:00 p.m. Eastern Time. Notice of scheduled maintenance shall be provided to TAG via email at least ten (10) days before the scheduled maintenance. LMG shall be financially and operationally responsible for the hosting environment including maintenance, repair, replacement and upgrade, and the performance, availability, reliability, compatibility and interoperability of the LMG Tools, CSC Software, Other Third Party Software and hosting environment. LMG shall provide the hosting services through a dedicated telecommunications connection to TAG. The equipment, connectivity and other items located at LMG's existing data center facility in Petaluma, California that is described in Exhibit C to the Administrative Services and Teaming Agreement are included within the hosting environment and access to be provided by LMG under this Section 3.4.

Retained LMG Personnel. LMG shall exercise commercially reasonable efforts to maintain the employment of the LMG employees identified in Exhibit B (Retained Employees) for the estimated retention period specified in Exhibit B or such other period as TAG may reasonably request (Retention Period). LMG shall cause them to devote the same amount of time and attention to the performance of the services under this Agreement as they presently devote to such services.  In all events, LMG shall retain a sufficient number of qualified personnel to perform the LMG Services. The Retained Employees shall be employees of LMG for all purposes.  LMG shall be solely responsible for funding and distributing benefits under the benefit plans in which the Retained Employees participate and for paying any compensation and remitting any income, disability, withholding and other employment taxes for such Retained Employees. For clarity, the foregoing shall not affect TAG's obligation to reimburse LMG for the costs specifically identified as reimbursable by TAG during the period, and under the terms and conditions, set forth in  Sections 4.1 and  4.2 of this Agreement.

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Reports. LMG shall provide TAG with reports pertaining to the performance of the LMG Services and LMG's other obligations under this Agreement that permit TAG to perform the TPA Services and monitor and manage LMG's performance. Without limitation, TAG may identify reports to be generated by LMG and delivered to TAG on an ad hoc or periodic basis.

Source Code. Upon TAG's request, LMG will promptly provide to TAG one copy of the most current version of the source code for the LMG Tools. Thereafter, LMG will promptly and continuously update and supplement the source code as necessary with all revisions, corrections, enhancements, and other changes that LMG has developed for the LMG Tools.  If LMG breaches this Agreement or no longer provides the LMG Services for the LMG Tools, then LMG or its authorized agent will promptly provide to TAG one copy of the most current version of the source code for the LMG Tools, the License shall include the right to Use the source code version of the LMG Tools received under this Section as necessary to modify, maintain, and update the LMG Tools in accordance with the terms and conditions of this Agreement.

Continued Performance. LMG understand that TAG requires Use of the LMG Tools, CSC Software, Other Third Party Software, Documentation and LMG Services in order to perform the TPA Services for the New Customers. Accordingly, LMG agrees that LMG will perform its obligations under this Article in a manner that does not degrade, diminish or otherwise interfere with the TPA Services or result in any default by, or liability of, TAG under the New Customer Contracts (including any default or liability with respect to service levels or quality of service). Without limitation, LMG shall not under any circumstance, even during a dispute, suspend, terminate, diminish or degrade the performance of the LMG Tools, CSC Software, Other Third Party Software or LMG Services, or attempt or threaten to do the same.

ARTICLE IV CHARGES

Reimbursement Generally.  In consideration of the LMG Services and other obligations to be performed by LMG under this Agreement, TAG will reimburse LMG for the following items.

reasonable actual salary and direct benefits, consistent with past practice, paid to or on behalf of the Retained Employees during their Retention Period; provided that the total amount to be reimbursed under this Section 4.1(a) shall not exceed $783,367 per quarter, pro-rated for the number of days in any partial quarter of the Term,

any retention bonuses, salary increases (including for replacement personnel) or other change agreed to by the parties, and

during the period between the Effective Date and the date specified in Exhibit A, the designated percentage identified in Exhibit A of the reasonable actual out-of-pocket costs for the CSC Software and Other Third Party Software provided that the total amount to be reimbursed under this Sections 4.1(c) and Section 4.2 of the Administrative Services and Teaming Agreement shall not exceed the applicable amount identified in Section 4.2 of the Administrative Services and Teaming Agreement.

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The parties acknowledge that since not all of the Retained Employees will be dedicated solely to the performance of services under this Agreement, TAG will reimburse LMG only for a pro rata portion of the above-described salary and benefits based upon the documented and verifiable percentage of their working hours spent performing services for TAG.

4.2 Conditions of Reimbursement.

TAG shall have the right to approve any changes to the salary, benefits or other compensation of the Retained Employees and any new contracts, extensions or other changes to or for the items for which it is reimbursing LMG.  Such approval shall not be unreasonably withheld. LMG will advise TAG of any significant (i.e., more than ten percent (10%)) increase in any reimbursable costs, and TAG shall have the opportunity to require replacement or substitution of new or different sources for the items intended to achieve an overall lower cost.  LMG shall exercise commercially reasonable efforts to minimize such costs and, as a condition to TAG's reimbursement obligations, shall provide such detail and documentation as TAG may reasonably request.

LMG will invoice TAG monthly for its reasonable estimate of the amount due under Section 4.1 for that month. The first such invoice shall be delivered within five (5) days after the Effective Date and shall cover the period between the Effective Date and October 31, 2007. LMG shall reconcile the actual reimbursable costs incurred by TAG for the applicable month with such estimate in the invoice for the next month.

TAG shall make payment within twenty (20) days after receipt of LMG's invoice. Any amount not paid when due will thereafter bear interest at the rate of one percent (1%) per month.

TAG may contest, in good faith, any portion of an invoice and withhold payment of such contested amount, provided that TAG pays the portion of any invoice that it does not contest and attempts to try to resolve the dispute. Once the matter is resolved, TAG shall pay the agreed-upon amount within five (5) days thereafter.

Except as otherwise agreed by the parties in writing, there are no other or additional charges under this Agreement. LMG shall be responsible for all expenses that it may incur in connection with this Agreement. TAG agrees, however, to reimburse LMG for all reasonable and necessary travel and other out-of-pocket expenses that have been pre-approved by TAG in writing.

Extension of Conversion Date. TAG and LMG expect that the Conversion Date will occur on or before October 31, 2009. TAG may extend the Conversion Date to a date that is six (6) months after transition of the TPA Services for the New Customers from LMG's software and systems to TAG's software and systems; provided that the foregoing shall not be construed as requiring the extension of the license to the CSC Software, which the parties acknowledge expires twenty-seven (27) months after the Effective Date under the terms of the CSC Agreement. TAG shall seek to give LMG at least ninety (90) days (but in no event shall provide less than sixty (60) days) prior notice of any such extension.  If the delay was caused by TAG, the parties shall negotiate and agree upon an equitable adjustment to the reimbursable items and limits thereon based upon LMG's increased costs of performing the LMG Services during the extension.

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ARTICLE V WARRANTIES, INDEMNITIES, AND LIABILITIES

Warranty. LMG represents and warrants that:

The LMG Tools, CSC Software, Other Third Party Software and Documentation are and shall be free and clear of all liens and encumbrances, and TAG shall be entitled to Use them without disturbance;

No portion of the LMG Tools, CSC Software and Other Third Party Software contains, at the time of delivery, any back door, time bomb, Trojan horse, worm, drop dead device, virus, or other computer software routines or hardware components designed to (i) permit access or Use of such software or TAG's computer systems by LMG or a third party not authorized by this Agreement, or (ii) disable, damage or erase the software or data;

The LMG Tools, CSC Software and Other Third Party Software and the design thereof shall not contain preprogrammed preventative routines or similar devices which prevent TAG from exercising the rights granted to TAG under this Agreement or from utilizing the software for the purpose for which they were designed; and

Each item of LMG Tools and, to LMG's knowledge, the CSC Software and Other Third Party Software (i) shall be free from defects and (ii) shall function properly under ordinary Use and operate in conformance with its Applicable Specifications and Documentation.

During the period specified in Exhibit A, LMG will provide warranty service to TAG at no additional charge and will include all LMG Services or replacement software necessary to enable LMG to comply with the warranties set forth in this Agreement.

5.2 LMG Infringement Indemnification

LMG represents and warrants that (i) no LMG Tools, CSC Software, Other Third Party Software or Documentation provided under this Agreement is the subject of any claim, dispute, demand or litigation (Claim), and (ii) LMG has all right, title, ownership interest, and/or  rights necessary to provide such software and Documentation to TAG and that the License, the LMG Tools and Documentation and their license and Use hereunder do not and shall not directly or indirectly violate or infringe upon any copyright, patent, trade secret, or other proprietary or intellectual property right of any third party or contribute to such violation or infringement (Infringement). LMG shall indemnify and hold TAG, its affiliates and their respective successors, officers, directors, employees, and agents harmless from and against any and all actions, claims, losses, damages, liabilities, awards, costs, and expenses including legal fees (Losses) resulting from or arising out of any breach or claimed breach of the foregoing warranties, or which is based on a claim of an Infringement and LMG shall defend and settle, at its expense, all suits or proceedings arising therefrom. TAG shall inform LMG of any such Claim against TAG and shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing.

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LMG shall notify TAG of any Claims against LMG based on an alleged Infringement of any party's intellectual property rights in and to the LMG Tools, CSC Software, Other Third Party Software or Documentation. In the event an injunction is sought or obtained against Use thereof or in TAG's opinion is likely to be sought or obtained, LMG shall promptly, at its option and expense, either (i) procure for TAG the right to continue to Use the infringing software or Documentation as set forth in this Agreement, or (ii) replace or modify the infringing software or Documentation to make its Use non-infringing while being capable of performing the same function without degradation of performance.

LMG's indemnification obligations under this Section 5.2 will expire twelve (12) months after the Conversion Date.

Notwithstanding the foregoing, LMG shall have no liability or obligation to any of the TAG ndemnities under this  Section 5.2 to the extent the claim of Infringement is caused by TAG's contributions to, misuse of or unauthorized modification of such item.

5.3 TAG Indemnification

TAG shall indemnify and hold LMG, its affiliates and their respective successors, officers, directors, employees, and agents harmless from and against any and all Losses resulting from or arising out of (i) any Infringement by software provided by TAG or PSC or (ii) TAG's contributions to, misuse of or unauthorized modification of LMG Tools, CSC Software, Other Third Party Software or Documentation provided by LMG under this Agreement; provided, however, that TAG shall have no obligation under this Section to the extent (A) the claim or Infringement was the result of LMG's failure to obtain the required consents or approvals for which it is responsible, (B) LMG failed to provide written notice of the duties, obligations or restrictions to which TAG is subject, or (C) TAG's contributions to, use of, modification or other activities is consistent in all material respects with LMG's activities in the twelve (12) months prior to the Effective Date. TAG shall defend and settle, at its expense, all suits or proceedings arising therefrom. LMG shall inform TAG of any such Claim against LMG and shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing.

TAG shall notify LMG of any Claims against TAG described in Section 5.3(a). In the event an injunction is sought or obtained against Use of software provided by TAG or PSC, or in LMG's opinion is likely to be sought or obtained, TAG shall promptly, at its option and expense, either (i) procure for LMG the right to continue to Use the infringing software, or (ii) replace or modify the infringing software to make its Use non-infringing while being capable of performing the same function without degradation of performance.

TAG's indemnification obligations under this Section 5.3 will expire twelve (12) months after the Conversion Date.

Notwithstanding the foregoing, TAG shall have no liability or obligation to any of the LMG ndemnities under this  Section 5.3 to the extent the claim of Infringement is caused by LMG's contributions to, misuse of or unauthorized modification of such item.

Other Indemnification.  LMG shall indemnify and hold TAG, its affiliates and their respective successors, officers, directors, employees, and agents harmless from and against any and all Losses resulting from or arising out of any Claim by New Customers arising from or relating to a breach of LMG's obligations under this Agreement. Notwithstanding the foregoing, LMG shall not be responsible for the claims based upon breach of new or additional obligations agreed to by TAG and the New Customers after the Effective Date without the prior approval of LMG; provided that

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the service levels in the New Customer Contracts, which are based upon, the service levels being achieved by LMG as of the effective date shall not be considered new or additional obligations.  LMG shall defend and settle, at its expense, all suits or proceedings arising therefrom. TAG shall inform LMG of any such Claim against TAG and shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing.

Limitation of Liability. Neither party shall be liable to the other pursuant to this Agreement for any amounts representing loss of profit, loss of business or indirect, consequential, exemplary, or punitive damages of the other party.  The foregoing shall not limit the indemnification, defense and hold harmless obligations set forth in this Agreement other than those set forth in Section 5.4 and shall not apply with respect to damages or losses arising from the wrongful termination of this Agreement by LMG, willful misconduct, gross negligence or breach of LMG's obligations under Section 3. 8.

5.6 Insurance

During the Term of the Agreement, LMG shall maintain and keep in force, at its own expense, the following minimum insurance coverages and minimum limits:

workers' compensation insurance, with statutory limits as required by the various laws and regulations applicable to the employees of LMG;

employer's liability insurance, for employee bodily injuries and deaths, with a limit of $500,000 each accident;

commercial general liability insurance, covering claims for bodily injury, death and property damage, including premises and operations, LMG's vicarious liability for acts of independent contractors, products, services and completed operations (as applicable to the Services), personal injury, contractual, and broad-form property damage liability coverages, with combined single limit of $1,000,000 per occurrence, and a general aggregate limit of $2,000,000, for bodily injury, death and property damage;

commercial automobile liability insurance, covering owned, non-owned and hired vehicles, with combined single limit of $1,000,000 per occurrence;

umbrella liability insurance, with a minimum limit of $5,000,000 per occurrence and $5,000,000 in the aggregate;

special form property insurance, on a replacement cost basis, covering the real and personal property of LMG which LMG is obligated to insure by the Agreement; such real and personal property may include equipment, furniture, fixtures and supply inventory; and

employee dishonesty insurance covering dishonest acts of employees; such insurance shall include a Joint Loss Endorsement in favor of TAG and be written for limits not less than $500,000.

All such policies of insurance of LMG shall provide that the insurer will give at least thirty (30) days prior written notice of cancellation to TAG. No such cancellation or material modification shall affect LMG's obligation to maintain the insurance coverages required by the Agreement. TAG shall be named as an additional insured on the commercial general liability insurance policies described above. All liability insurance policies shall be written on an occurrence policy form except for the policies described in (vii) and (viii) above

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which shall be on a claims made basis. TAG shall be named as loss payee as its interest may appear on the property insurance policies of LMG. LMG shall be responsible for payment of any and all deductibles from insured claims under its policies of insurance. All required policies of insurance will be placed with insurers with no less than an A.M. Best rating of A- VII. The coverage afforded under any insurance policy obtained by LMG pursuant to the Agreement shall be primary coverage regardless of whether or not TAG has similar coverage. LMG shall not perform under the Agreement without the prerequisite insurance. Upon TAG's request, LMG shall provide TAG with certificates of such insurance including renewals thereof.

The parties do not intend to shift all risk of loss to insurance. The naming of TAG as additional insured is not intended to be a limitation of LMG's liability and shall in no event be deemed to, or serve to, limit LMG's liability to TAG to available insurance coverages or to the policy limits specified in this Section 5.6 nor to limit TAG's rights to exercise any and all remedies available to TAG under contract, at law or in equity.

Survival of Article V. The provisions of this Article V shall survive the term or termination of this Agreement for any reason.

ARTICLE VI TERMINATION

Term. This Agreement shall become effective as of the Effective Date and, unless terminated under this Article, shall continue in effect until the Conversion Date (the Term); provided that, with respect to any LMG Tools identified in Exhibit A as having a license term beyond the Conversion Date, TAG's License to, and LMG's obligation to provide LMG Services for, such LMG Tools shall survive for the period specified in Exhibit A.

Termination for Cause. In the event that either party materially defaults in the performance of its duties or obligations set forth in this Agreement, and such default is not cured within thirty (30) days after written notice is given to the defaulting party specifying the default, then the party not in default may, by giving written notice thereof to the defaulting party, terminate the Agreement as of a date specified in such notice of termination.

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Termination for Insolvency or Bankruptcy. Either party may immediately terminate this Agreement by giving written notice to the other party in the event of (a) the liquidation or insolvency of the other party, (b) the appointment of a receiver or similar officer for the other party, (c) an assignment by the other party for the benefit of all or substantially all of its creditors, (d) entry by the other party into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, or (e) the filing of a meritorious petition in bankruptcy by or against the other party under any bankruptcy or debtors' law for its relief or reorganization.

Termination Assistance. Commencing upon a notice of termination under Section 6.2 or 6.3 (including notice based upon default by TAG) and continuing for a period, designated by TAG, of up to twelve (12) months thereafter, LMG shall provide to TAG the reasonable termination assistance requested by TAG to allow the LMG Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the LMG Services to TAG or its designee (Termination Assistance). Termination Assistance shall include the following:

LMG shall provide all such information and assistance as may be necessary for TAG to transition off using the LMG Tools, CSC Software and Other Third Party Software or to install and implement the same.

LMG shall provide TAG with an extract of the Customer Data, including, without limitation, all policyholder and New Customer data.

TAG shall be permitted to undertake, without interference from LMG, to hire any Retained Employees. LMG shall waive its rights, if any, under contracts with such personnel restricting the ability of such personnel to be recruited or hired by TAG; provided that counter-offers and making available positions posted through LMG's placement system and generally available to other LMG employees shall not be prohibited under this Section.  TAG shall have reasonable access to such personnel for interviews and recruitment.

TAG's License to the LMG Tools and subject to the terms of the applicable third party license, CSC Software and Other Third Party Software and Documentation shall survive the termination for the period specified in Exhibit A, and LMG shall provide copies of all Documentation relevant to such license which is in LMG' possession.

At TAG's request, LMG shall exercise commercially reasonable efforts to assign to TAG its license for the CSC Software and any third party licenses for Other Third Party Software, and TAG shall assume the obligations under such licenses that relate to periods after such date. LMG shall also provide all Documentation relevant to such licenses which is in LMG's possession.

At TAG's request (i) assign to TAG leases and other contracts for some or all of the leased equipment included in the hosting environment or otherwise used to provide the LMG Services, and TAG shall assume the obligations under such leases that relate to periods after such date; and (ii) sell to TAG, at LMG's then current book value, some or all of such items owned by LMG. LMG shall also provide all Documentation relevant to such item which is in LMG's possession.

LMG shall obtain any necessary rights and thereafter make available to TAG, pursuant to reasonable terms and conditions, any third party services then being utilized by LMG in the performance of the LMG Services.

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The Parties contemplate that the activities described in this  Section 6.4 shall be completed before the Conversion Date as contemplated in the Administrative Services and Teaming Agreement (i.e., in the ordinary course of the transition projects described therein). If, however, any activities are not completed before the Conversion Date, then notwithstanding anything to the contrary and regardless of whether there has been notice of termination under Section 6.2 or 6.3, LMG shall complete any such activities that are reasonably requested by TAG before the Conversion Date.  LMG's obligations under the foregoing sentence shall survive the expiration of the Term.

Reimbursement for Termination Assistance.

Except as provided in this  Section 6.5, LMG shall perform or provide the Termination Assistance at no additional cost to TAG; provided that for clarity, the foregoing shall not affect TAG's obligation to reimburse LMG for the applicable costs specifically identified as reimbursable by TAG during the period, and under the terms and conditions, set forth in  Sections 4.1 and  4.2 of this Agreement and Section 4.2 of the Administrative Services and Teaming Agreement.  The Parties anticipate that, to the extent possible, the Termination Assistance requested by TAG will be provided by LMG using LMG personnel already performing the LMG Services. If Termination Assistance requested by TAG cannot be provided by LMG using such personnel (or incur costs that LMG would not otherwise incur in the performance of the LMG Services under this Agreement), LMG shall promptly notify TAG of such fact and advise TAG of the required personnel or costs. TAG, in its sole discretion, may forego or delay any work activities or temporarily or permanently adjust the work to be performed by LMG or the schedules associated therewith to permit the performance of such Termination Assistance using such personnel and without additional cost. To the extent TAG authorizes LMG to use additional LMG personnel or incur additional cost to perform material Termination Assistance activities requested by TAG, TAG shall reimburse LMG for its reasonable actual out-of-pocket costs; provided LMG notifies TAG of such costs in advance and TAG's reimbursement shall be subject to the reporting and other conditions set forth in Sections 4.1 and 4.2 of this Agreement and Section 4.2 of the Administrative Services and Teaming Agreement.

LMG will provide Termination Assistance regardless of the reason for the termination; provided that if the LMG terminates this Agreement under Section 6.2 as a result of TAG's failure to pay amounts due LMG under this Agreement or under Section 6.3 as a result of TAG insolvency, LMG may require TAG to pay monthly, in advance, for any costs specifically identified in this Agreement as reimbursable by TAG during the period of Termination Assistance. To the extent TAG is obligated to pay in advance, LMG shall, prior to each month, provide TAG with a reasonable written estimate of the reimbursable costs for such month and LMG shall reconcile the actual reimbursable costs incurred by TAG with such estimate in the invoice for the next month.

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ARTICLE VII CONFIDENTIALITY

General. Each party (a Receiving Party) agrees that all Confidential Information provided or otherwise made available under this Agreement by the other party (a Disclosing Party) will be treated as confidential, regardless of whether marked or described as Confidential Information, and all confidentiality notices on that Confidential Information will be retained. In avoiding unauthorized disclosure or use of the Disclosing Party's Confidential Information, the Receiving Party will use at least the same degree of care, but no less than a reasonable degree of care, as it employs concerning its own Confidential Information of similar importance.

Definition.  Confidential Information shall mean, with respect to a party, all non-public written, electronic, and oral proprietary information communicated to the other party (or obtained by such other party while at the party's premises) during the Term in connection with this Agreement including information relating to a party's products, services, designs, methodologies, business plans, finances, marketing plans, customers or prospects  and the terms of this Agreement.  Confidential Information will not include information that (a) was known by the Receiving Party without an obligation of confidentiality before its receipt from the Disclosing Party, (b) is independently developed by the Receiving Party, (c) is or becomes publicly available without a breach by the Receiving Party of this Agreement, or (d) is disclosed to the Receiving Party by a third person who is not required to maintain its confidentiality.

Disclosure. The Receiving Party may disclose Confidential Information only to its own officers, directors, and employees and to its consultants, subcontractors, and advisors who reasonably need to know it for the purposes contemplated by this Agreement. The Receiving Party will be responsible to the Disclosing Party for any violation of the provisions of this Article VII by its officers, directors, employees, consultants, subcontractors or advisors.

Use. The Receiving Party may not use the Disclosing Party's Confidential Information for any purpose not in furtherance of this Agreement, unless it obtains the Disclosing Party's prior written authorization.

Reproduction. Except as otherwise provided in writing between the Parties, the Receiving Party may not print, copy or reproduce in any way, in whole or in part, any documents or other media containing the Disclosing Party's Confidential Information, other than copies for its officers, directors, employees, consultants or advisors who reasonably need to know it for the purposes contemplated by this Agreement, without the prior written consent of the Disclosing Party.

Required Disclosure. If the Receiving Party is requested to disclose any of the Disclosing Party's Confidential Information as part of an administrative or judicial proceeding or pursuant to any government or securities exchange rule or regulation, the Receiving Party will, promptly notify the Disclosing Party of that request and cooperate with the Disclosing Party, at the Disclosing Party's expense, in seeking a protective order or similar confidential treatment for the Confidential Information.  If no protective order or other confidential treatment is obtained, the Receiving Party will (a) disclose only that portion of the Confidential Information that is legally required to be disclosed based on the opinion of its counsel and (b) use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

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ARTICLE VIII DATA

Definition. Customer Data shall mean any data or information of any New Customer or of TAG created under a New Customer Contract that is provided to or obtained by LMG in connection with the performance of its obligations under this Agreement, including data and information with respect to the businesses, policyholders, customers, operations, products, rates, regulatory compliance and finances of any New Customer. Customer Data shall also include any data or information pertaining to any New Customer created, generated, collected or processed by LMG in the performance of its obligations under this Agreement.

TAG Ownership of Customer Data. Customer Data is and shall remain the property of TAG and/or the applicable New Customers. LMG shall promptly deliver Customer Data (or the portion of such Customer Data specified by TAG) to TAG in the format and on the media in which it exists as of the date of the request or in such other format or media as TAG reasonably requests. Upon TAG's request, LMG shall return, destroy or securely erase, as directed by TAG, all copies of the Customer Data in LMG's possession or under LMG's control within thirty (30) business days. LMG shall not withhold Customer Data under any circumstance including as a means of resolving a dispute. Customer Data shall not be utilized by LMG for any purpose other than the performance of the LMG Services and shall not be sold, assigned, leased, commercially exploited or otherwise provided to third parties by or on behalf of LMG or any LMG Personnel. LMG shall not possess or assert any lien or other right against or to Customer Data.

8.3 Safeguarding Customer Data.

LMG shall establish and maintain procedures and other safeguards against the destruction, loss, unauthorized access or alteration of Customer Data in the possession of LMG which are (i) no less rigorous than those maintained by LMG as of the Effective Date, and (ii) adequate to meet the requirements of the New Customer Contracts and applicable laws.  In the event LMG discovers or is notified of a breach or attempted breach of security relating to Customer Data, LMG shall (A) expeditiously notify TAG of such breach or attempted breach, (B) investigate such breach or attempted breach, (C) remediate the effects of such breach or attempted breach of security, and (D) provide TAG with such assurances as TAG shall request that such breach or attempted breach will not recur.

At TAG's request, LMG shall restore all destroyed, lost or altered Customer Data. Unless TAG has caused the destruction, loss or alteration, LMG shall be responsible for the cost of restoring such data.

File Access. TAG shall have unrestricted access to, and the right to review and retain the entirety of, all computer or other files containing Customer Data, as well as all systems and network logs, system parameters and documentation. At no time shall any of such files or other materials or information be stored or held in a form or manner not immediately accessible to TAG.

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ARTICLE IX DISASTER RECOVERY

LMG shall maintain a disaster recovery plan and a business continuity plan, and the necessary resources and capabilities covering the data center facilities used by LMG to operate all of the LMG Tools, CSC Software and Other Third Party Software, to fully perform the LMG Services under this Agreement in accordance with its terms and the terms of the New Customer Contracts. The plans will be made available to TAG for review upon TAG's request. LMG agrees that it will (a) test the plans at least once every calendar year during the Term hereof, and certify to TAG that such plans are fully operational, and (b) consult with TAG regarding the priority to be given to the LMG Services during any such disaster. When implemented by LMG, the plans shall enable LMG to provide all of the LMG Services within the recovery time objectives required under the New Customer Contracts. The occurrence of a Force Majeure event shall not relieve LMG of its obligation to implement its disaster recovery and business continuity plans and provide disaster recovery and business continuity services.

ARTICLE X MISCELLANEOUS

Binding Nature, Assignment, and Subcontracting. This Agreement shall be binding on the parties and their respective successors in interest and assigns, but neither party shall have the power to assign this Agreement without the prior written consent of the other party. LMG may not subcontract or delegate any of its duties or obligations of performance in this Agreement to any third party without the prior written consent of TAG. If TAG grants such consent, LMG shall remain fully responsible for complete performance of all of LMG's obligations set forth in this Agreement and for any such third party's compliance with the confidentiality and other provisions set forth in this Agreement.

Media Releases. Except for any announcement intended solely for internal distribution by a party or any disclosure required by legal, accounting, or regulatory requirements beyond the reasonable control of the party, all media releases, public announcements, or public disclosures (including, but not limited to, promotional or marketing material) by a party, its affiliates, employees or agents relating to this Agreement or its subject matter, or including the name, trade name, trade mark, or symbol of a party or any affiliate of a party, shall be coordinated with and approved in writing by that party prior to the release thereof.

Notices. All notices which are required to be given pursuant to this Agreement shall be in writing and shall be delivered by first class mail postage prepaid, sent by overnight express or similarly recognized overnight delivery with receipt acknowledged or by facsimile, with a copy thereof sent by one of the other means. Notices shall be deemed to have been given at the time delivered and shall be addressed as follows or to such other address as a party may designate by proper notice hereunder:

if to TAG: with copies to: Transaction Applications Group, Inc. 421 South 9th Street, Suite 222 Lincoln, Nebraska 68508 Attention: President

Perot Systems Corporation 2300 West Plano Parkway Plano, Texas 75075 Attn: Thomas D. Williams     if to LMG: Legacy Marketing Group, Inc. 2090 Marina Avenue Petaluma, CA 94954 Attention: President

with copies to: Stokes Lazarus & Carmichael LLP 80 Peachtree Park Drive N.E. Atlanta, GA 30309 Attention: Michael Ernst, Esquire

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Force Majeure. The term Force Majeure shall mean fires or other casualties or accidents, acts of God, severe weather conditions, strikes or labor disputes, war or other violence, or any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency. A party whose performance is prevented, restricted, or interfered with by reason of a Force Majeure condition shall be excused from such performance to the extent of such Force Majeure condition so long as such party provides the other party with prompt written notice describing the Force Majeure condition and takes all reasonable steps to avoid or remove such causes of nonperformance and immediately continues performance whenever and to the extent such causes are removed.

Severability. If, but only to the extent that, any provision of this Agreement is declared or found to be illegal, unenforceable, or void, then both parties shall be relieved of all obligations arising under such provision, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent. If that is not possible, another provision that is legal and enforceable and achieves the same objective shall be substituted.  If the remainder of this Agreement is not affected by such declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by law.

Dispute Resolution. In the event of any disagreement regarding performance under or interpretation of this Agreement and prior to the commencement of any formal proceedings, the parties shall continue performance as set forth in this Agreement and shall attempt in good faith to reach a negotiated resolution by designating a representative of appropriate authority to resolve the dispute.

Waiver. Any waiver of this Agreement or of any covenant, condition, or agreement to be performed by a party under this Agreement shall (a) only be valid if the waiver is in writing and signed by an authorized representative of the party against which such waiver is sought to be enforced, and (b) apply only to the specific covenant, condition or agreement to be performed, the specific instance or specific breach thereof and not to any other instance or breach thereof or subsequent instance or breach.

Remedies. All remedies set forth in this Agreement, or available by law or equity shall be cumulative and not alternative, and may be enforced concurrently or from time to time. If LMG breaches its obligations under Section 3.8, TAG will be irreparably harmed. In such a circumstance, TAG may proceed directly to court and, without any additional findings of irreparable injury or other conditions to injunctive relief, LMG shall not oppose the entry of an order compelling performance by LMG and restraining it from any further breaches. In addition to any other remedies available under this Agreement, with respect to any amounts to be paid or reimbursed by TAG or PSC hereunder or under the LMG Documents that are not paid or reimbursed when due, TAG and/ or PSC may, upon ten (10) days prior notice, set off against such amount any amount that LMG is obligated to pay or credit to TAG or PSC hereunder or under the LMG Documents.  For clarity, the foregoing shall not apply to, and TAG and PSC shall not seek to set-off against, commission payments to be paid to LMG producers and agents and other amounts held by TAG in its administrative capacity under the New Customer Contracts and Subcontracts.

Compliance with Laws. In the performance of LMG Services or the provision of LMG Tools and Documentation pursuant to this Agreement, LMG shall comply with the requirements of all applicable laws, ordinances, and regulations of the United States or any state, country, or other governmental entity. LMG shall indemnify, defend, and hold TAG harmless from and against any and all claims, actions, or damages arising from or caused by LMG's failure to comply with the foregoing.

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Survival of Terms. Termination or expiration of this Agreement for any reason shall not release either party from any liabilities or obligations set forth in this Agreement which (a) the parties have expressly agreed shall survive any such termination or expiration, or (b) remain to be performed or by their nature would be intended to be applicable following any such termination or expiration.

GOVERNING LAW. THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL NOT BE GOVERNED BY THE PROVISIONS OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. RATHER THESE RIGHTS AND OBLIGATIONS SHALL BE GOVERNED BY THE LAWS, OTHER THAN CHOICE OF LAW RULES, OF THE STATE OF GEORGIA.

Unauthorized Representations and Relationship of the Parties.  Neither party shall (a) represent that this Agreement or the relationship created by this Agreement covers more than is specifically agreed to by the parties or (b) without the other party's prior written consent, make any representations or create any warranties, express or implied, concerning such other party or its products or services. This Agreement shall not constitute or create a joint venture, partnership or formal business organization of any kind. The parties shall be independent contractors, and the employees of one shall not be employees or agents of the other.

No Third Party Beneficiaries. The parties do not intend this Agreement to create any rights enforceable by a third party.

Construction. Unless herein otherwise provided, or unless the context shall otherwise require, references to Articles, Sections, and other subdivisions refer to the Articles, Sections, and other subdivisions of this Agreement. The term or will not be interpreted as excluding any of the items described. The term include or any derivative of such term does not mean that the items following such term are the only types of such items.  Neither this Agreement nor any provision contained in this Agreement will be interpreted in favor of or against any party hereto because such party or its legal counsel drafted this Agreement or such provision.

Entire Agreement. This Agreement constitutes the entire and exclusive statement of the agreement between the parties with respect to its subject matter and there are no oral or written representations, understandings or agreements relating to this Agreement which are not fully expressed in the Agreement. This Agreement shall not be amended except by a written agreement signed by both parties. All exhibits referenced in this Agreement or attached to this Agreement, are an integral part of this Agreement. In the event of any conflict between the terms and conditions of this Agreement and any such exhibit, the terms of this Agreement shall be controlling unless otherwise stated or agreed.

SPACE BELOW INTENTIONALLY BLANK - SIGNATURE PAGE FOLLOWS

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IN WITNESS WHEREOF, LMG and TAG have executed this Agreement as of the Effective Date.

LEGACY MARKETING GROUP, INC. TRANSACTION APPLICATIONS GROUP, INC.

By: /s/ R. Preston Pitts By: /s/ John Vonesh

Printed Name: R. Preston Pitts Printed Name: John Vonesh

Title: President Title: President 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

SOLUTION: 29801

PROBLEM: Exhibit 10.4

EXECUTION VERSION

INTELLECTUAL PROPERTY AGREEMENT

by and among

UNITED TECHNOLOGIES CORPORATION,

OTIS WORLDWIDE CORPORATION

and

CARRIER GLOBAL CORPORATION

Dated as of April 2, 2020





TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 1.1 Defined Terms 2 ARTICLE II ASSIGNMENT OF SOLELY OWNED INTELLECTUAL PROPERTY RIGHTS 7 2.1 Assigned Intellectual Property Rights 7 ARTICLE III LICENSING OF INTELLECTUAL PROPERTY RIGHTS 8 3.1 Licensed Intellectual Property Rights 8 3.2 Reserved Intellectual Property Rights 10 3.3 No Rescission 10 ARTICLE IV TRADEMARKS 10 4.1 Ownership of United Technologies Trademarks 10 4.2 Use of United Technologies Trademarks 11 4.3 Special Trademark Provisions. 12 ARTICLE V EXCLUDED AGREEMENTS 12 5.1 No Change to Excluded Agreements 12 ARTICLE VI CONFIDENTIALITY 12 6.1 Received Information and Materials 12 6.2 Confidential Information 12 6.3 Obligations 13 6.4 Termination of UTC NDA 13 ARTICLE VII LIMITATIONS AND DISCLAIMERS 13 7.1 Subsequent Delivery of Intellectual Property Rights 13 7.2 No Additional Obligations 14 7.3 DISCLAIMER 14 7.4 Limitations of Liability 14 ARTICLE VIII GOVERNING LAW AND DISPUTE RESOLUTION 15 8.1 Governing Law 15 8.2 Alternative Dispute Resolution 15 8.3 Confidentiality 13 8.4 Equitable Relief 13

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ARTICLE IX GENERAL PROVISIONS 16 9.1 Entire Agreement; Conflict Among Agreements 16 9.2 Assignment and Change of Control; Successor and Assigns 16 9.3 Bankruptcy 17 9.4 Amendments and Waivers 17 9.5 Notice 18 9.6 Severability 18 9.7 Counterparts 18 9.8 Further Assurances 18 9.9 Interpretation 19

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INTELLECTUAL PROPERTY AGREEMENT This INTELLECTUAL PROPERTY AGREEMENT (this Agreement), dated as of April 2, 2020, is by and among United Technologies Corporation, a Delaware corporation (UTC), Otis Worldwide Corporation, a Delaware corporation (Otis), and Carrier Global Corporation, a Delaware corporation (Carrier) (each, a Party and together, the Parties). RECITALS WHEREAS, UTC, Otis and Carrier have entered into that certain Separation and Distribution Agreement, of even date herewith (the SDA), pursuant to which UTC and its subsidiaries will undertake a series of transactions following which UTC will separate into three independent, publicly traded companies: (i) UTC, comprising Collins Aerospace and Pratt & Whitney, a systems supplier to the commercial aerospace and defense industry, (ii) Otis, a manufacturer of people-moving products, such as elevators, escalators and moving walkways, and (iii) Carrier, a provider of HVAC, refrigeration, fire, security and building automation technologies; WHEREAS, pursuant to Section 2.10 of the SDA, UTC, Otis and Carrier agreed to enter into this Agreement; WHEREAS, each of the Parties and their respective affiliates are currently owners of, and in possession of, certain Intellectual Property Rights (as defined herein), which Intellectual Property Rights may have been developed or acquired by such Party independently, or jointly with either or both the other Parties, or assigned to it by either or both of the other Parties prior to the date hereof; WHEREAS, a result of the corporate relationship between each of the Parties, and not necessarily pursuant to a written agreement, prior to the date hereof, each Party has had access to, and the right to use certain Intellectual Property Rights of one or both of the other Parties as required for its business; WHEREAS, in connection with the transactions contemplated by the SDA, the Parties wish to confirm their respective ownership of certain Intellectual Property Rights (as defined herein), and with respect to certain other Intellectual Property Rights transfer ownership thereof from an Assignor Party (as defined herein) to an Assignee Party (as defined herein), and each Assignee Party wishes to receive ownership of such Intellectual Property Rights; and WHEREAS, in connection with the transactions contemplated by the SDA, the Parties wish to either grant, or confirm the prior grants of, certain rights and licenses with respect to certain Intellectual Property Rights from each Licensor Party (as defined herein) to a Licensee Party (as defined herein), and each Licensee Party wishes to receive such license grants on the terms set forth herein. NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and in the SDA (and other agreements entered into in connection with the SDA), and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:





ARTICLE I

DEFINITIONS

1.1 Defined Terms. For the purposes of this Agreement, the following terms shall have the following meanings. Capitalized terms used but not otherwise defined in this Article I or elsewhere in this Agreement shall have the meaning ascribed to such terms in the SDA. For the avoidance of doubt, for purposes of Section 2.1, Section 3.1, and Section 4.1, respectively, (a) any reference to an Assignor Party, a Licensor Party, or a Party, respectively, shall be deemed to refer to other relevant members of such Assignor Group, such Licensor Group, or such Party's Group, respectively and (b) any obligation of an Assignor Party, a Licensor Party, or a Party, respectively, shall include an obligation to cause such relevant members of such Assignor Group, such Licensor Group, or such Party's Group, respectively, to satisfy such obligation; in each case, as the context requires. AAA Rules shall have the meaning defined in Section 8.2.2. Affiliate shall mean, for the purpose of this Agreement and notwithstanding its meaning in the SDA, with respect to a Party, another member of the Party Group to which the Party belongs. Agreement shall have the meaning defined in the preamble. Assigned Intellectual Property Rights shall have the meaning defined in Section 2.1.1. Assignee Group shall mean one of the UTC Group, the Otis Group, or the Carrier Group of which an Assignee Party is a member. Assignee Party shall mean the Party, as the context requires, other than the Assignor Party, to whom Intellectual Property Rights are assigned from the Assignor Party pursuant to the terms hereof. Assignor Group shall mean one of the UTC Group, the Otis Group, or the Carrier Group of which the Assignor Party is a member. Assignor Party shall mean one of the Parties, as the context requires, in its capacity as an assignor of Intellectual Property Rights to another Party pursuant to the terms hereof. Carrier shall have the meaning defined in the preamble. Confidential Information shall have the meaning defined in Section 6.2. Contemplated to be Used shall mean that there are contemporaneous books or records, whether in hard copy or electronic or digital format (including emails, databases and other file formats) evidencing a specific, good faith intention of future use, created in the ordinary course of business consistent with past practice.

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Copyrights shall mean copyrights and other equivalent rights in copyrightable subject matter in works of authorship (including software), and including all registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof. Dispute shall have the meaning defined in Section 8.2. Excluded Agreement shall mean (a) each Negotiated Agreement and (b) each Third Party Agreement; provided that, notwithstanding the foregoing, and without limitation, for the purposes of this Agreement, an Excluded Agreement shall not include any IWA or any work performed, without an express written agreement, by a member of an Assignor Group or a Licensor Group as Performer for a member of an Assignee Group or a Licensee Group as Requester, respectively, or vice versa. A non-inclusive (and not necessarily representative) listing of Excluded Agreements is provided in Schedule 5.0. Exploit shall mean, with respect to a particular item of Intellectual Property Rights, to do all things with such Intellectual Property Rights (subject to Article VI), including (a) to make, have made, use (including for development), import, offer for sale, and sell any product or service under any Patents within such Intellectual Property Rights; (b) to copy, display, perform, create derivative works based upon, and distribute any works under, any Copyrights within such Intellectual Property Rights; and (c) to use Trade Secrets and other confidential or proprietary information within such Intellectual Property Rights. For the avoidance of doubt, a right to Exploit in any manner a particular item of Intellectual Property Rights does not include the right to Exploit in any manner any other Intellectual Property Rights, including any separate background Intellectual Property Rights from or with which the item was created or derived, or which is necessary or desirable for a particular use of the item. Funded or Funding by an entity shall mean paid for by that entity through one or more cash contributions. For the purposes of this definition, U.S. Government funds or the funds of any other third party or entity shall not be considered. Future Affiliate Provision shall mean a term or provision of any agreement governing Intellectual Property Rights as between or among the Parties that was negotiated and entered into on arm's-length terms at any time prior to the Effective Time between or among members of different Party Groups (a) pursuant to which a licensor Party grants or purports to grant to the Party or Parties licensed under such agreement a license to the Intellectual Property Rights of any future Affiliate (including in the case of UTC, Raytheon Company) of the licensor Party, (b) imposing or purporting to impose any non-compete or other similar limitation on the business of any future Affiliate (including in the case of UTC, the business of Raytheon Company) of a Party, in favor of another Party or Parties, or (c) requiring or purporting to require the payment to a licensor Party of any incremental royalty or other charge on the business or products of any future Affiliate (including in the case of UTC, Raytheon Company) of the Party that is the licensee under such agreement, except to the extent that such future Affiliate avails itself of the license to which such royalty pertains. Each Party agrees that to the extent such Party is the beneficiary of a Future Affiliate Provision, such Party hereby waives and disclaims, and will not seek to enforce or claim the benefit of, such Future Affiliate Provision, such waiver, disclaimer and covenant being for the sole benefit of the other Parties, their Party Groups, and their future Affiliates.

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Intellectual Property Rights shall mean any and all intellectual property and industrial property rights throughout the world, whether registered or unregistered, including intellectual property and industrial property rights protected or represented by, arising under, or associated with (a) Patents; (b) Copyrights; (c) Trade Secrets; and (d) any other similar or equivalent intellectual property or proprietary rights anywhere in the world; provided, however, that Trademarks are expressly excluded from the definition of Intellectual Property Rights. Invention Disclosure shall mean a written description of an invention, or potential invention, submitted to any member of a Party Group for review for patenting. IWA shall mean, as of a relevant date, the contractual terms and conditions prescribed for inter-entity work authorizations by Section 43 of the United Technologies Corporate Policy Manual or a predecessor thereof as of the relevant date, including the terms and conditions governing Intellectual Property Rights therein. Licensed Intellectual Property Rights shall have the meaning defined in Section 3.1.1. Licensed Patents shall mean with respect to a particular Licensor Group and Licensee Group, the Patents owned or freely licensable by the Licensor Group, that absent a license of the scope granted to the Licensee Group pursuant to Section 3.1 hereof, would be infringed by the operation of the business of the Licensee Group (including the making, selling, offering for sale, using or importing of the products or services of the Licensee Group). In addition, for the purpose of the forgoing determination as to whether a Patent is infringed as of the Effective Time, a Patent that issues after the Effective Time to the extent based upon a Patent Application or Invention Disclosure in existence before the Effective Time, shall be deemed to have been in existence from the date immediately prior to the Effective Time. Licensee Group shall mean one of the UTC Group, the Otis Group, or the Carrier Group of which the Licensee Party is a member. Licensee Group Field shall mean the field of the business of the applicable Licensee Group, including the manufacture, sale, support and service of products, and the provision of services, of one or more members of the applicable Licensee Group, as of the Effective Time and the natural extension thereof. Licensee Party shall mean one of the Parties, as the context requires, other than the Licensor Party, to whom Licensed Intellectual Property Rights are granted from the Licensor Party pursuant to the terms hereof. Licensor Group shall mean one of the UTC Group, the Otis Group, or the Carrier Group of which the Licensor Party is a member. Licensor Party shall mean one of the Parties, as the context requires, in its capacity as a grantor of Licensed Intellectual Property Rights to another Party pursuant to the terms hereof. Negotiated Agreement shall mean any agreement governing Intellectual Property Rights as between or among the Parties that was negotiated and entered into on arm's-length terms at any time prior to the Effective Time between or among members of different Party

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Groups, including any and all such agreements identified in Schedule 5.0; provided that, notwithstanding the foregoing, and without limitation, for the purposes of this Agreement, a Negotiated Agreement shall not include any (i) IWA, (ii) work performed, without an express written agreement, by any member of a Party Group as Performer for another member or members of a Party Group as Requester or (iii) agreement between or among members of different Party Groups to the extent including a Future Affiliate Provision. Otis shall have the meaning defined in the preamble. Party and Parties shall have the meaning defined in the preamble to this Agreement. Party Group shall mean each of the UTC Group, the Otis Group, and the Carrier Group. Patent shall means any issued patent, including any utility patent, design patent, utility model, and inventor's certificate, or any like governmental grant or registration for the protection of inventions, including any patent granted by the United States Patent and Trademark Office (the USPTO), the European Patent Office (the EPO) or any foreign equivalent thereof, including any issued patent that is continuation, divisional, continuation-in-part, extension, confirmation, reissue, reexamination, renewal, correction or substitution of an issued patent. In addition, unless the context otherwise requires, the term Patent shall include any Patent Application. Patent Application means any application for a Patent, including any provisional or PCT or similar application, before an applicable governmental office anywhere in the world, including the USPTO and the EPO. Performer shall mean, with respect to services, an entity meeting at least one of the following two conditions: (a) the entity is a Performer, as defined in an IWA issued to the entity by the Requester defined in the IWA, with respect to the services, and/or (b) the entity performed the services at the request of a Requester as part of a joint project with the Requester, with respect to which no IWA was expressly issued nor any Negotiated Agreement entered with the Requester, and the entity received Funding from the Requester for the services (which Funded the services in full, or in full jointly with the Performer but with no contribution from any other entity) and delivered results of the services to the Requester. Performer Background IPR shall mean, with respect to services performed by the Performer at the request of the Requester, all Intellectual Property Rights held by Performer at the time of such services, other than Performer Foreground-Delivered IPR and Performer Foreground-Undelivered IPR, that would be necessary to Exploit Performer Foreground-Delivered IPR. Performer Foreground-Delivered IPR shall mean, with respect to services performed by the Performer at the request of the Requester, all Intellectual Property Rights that were conceived or created by the Performer in the course of such performance, directly or by a Performer Service Provider, and delivered to the Requester.

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Performer Foreground-Undelivered IPR shall mean, with respect to services performed by the Performer at the request of the Requester, all Intellectual Property Rights that were conceived or created by the Performer in the course of such performance, directly or by a Performer Service Provider, and not delivered to the Requester. Performer Service Provider shall mean, with respect to services performed by the Performer at the request of the Requester, any Affiliate (other than the Requester), supplier, service provider, or other Person performing any aspect of the services on behalf of the Performer. Person shall mean an individual, partnership, corporation, limited liability company, joint venture, association or other form of business organization (whether or not regarded as a legal entity under applicable law), trust or other entity or organization. Received Information and Materials shall have the meaning defined in Section 6.1. Requester shall mean, with respect to services, an entity meeting at least one of the following two conditions: (a) the entity is a Requester, as defined in an IWA issued by the entity to the Performer defined in such IWA, with respect to the services, and/or (b) the entity requested the services from the Performer as part of a joint project with the Performer, with respect to which no IWA was expressly issued nor any Negotiated Agreement entered with the Performer, and the entity Funded the services (in full independently, or in full jointly with the Performer but with no contribution from any other entity) and received delivery of results of the services from the Performer. Requester Foreground IPR shall mean, with respect to services requested by the Requester from the Performer, all Intellectual Property Rights conceived or created by the Requester, directly or by a Requester Service Provider, in connection with such services. Requester Service Provider shall mean, with respect to services performed by the Performer at the request of the Requester, any Affiliate (other than the Performer), supplier, service provider, or other Person performing any aspect of the Requester's obligations in connection with such services. SDA shall have the meaning defined in the recitals. Third Party Agreement shall mean any Agreement, entered into at any time prior to the Effective Time, between or among (a) a third party, on the one hand, and (b) any member or members of the Party Groups, including any and all such agreements identified in Schedule 5.0; provided that, notwithstanding the foregoing, and without limitation, for the purposes of this Agreement, a Third Party Agreement shall not include any agreement between or among members of different Party Groups to the extent including a Future Affiliate Provision. Trade Secrets shall mean rights in information or know how, regardless of form, including ideas, inventions, designs, drawings, specifications, product configurations, prototypes, models, improvements, technical data and other data, databases, formulae, algorithms and mathematical embodiments, laboratory notebooks, pricing and cost information, plans, proposals, processes, procedures, schematics, manufacturing techniques, business methods,

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customer lists and supplier lists, and Invention Disclosures, that (a) derives economic value, actual or potential, from not being, and is not, generally known or readily ascertainable by proper means and (b) is the subject of efforts that are reasonable under the circumstances to maintain the confidentiality or secrecy thereof. Trademarks shall mean trademark rights, whether registered or unregistered, including in trademarks, service marks, trade names, brand names, certification marks, collective marks, Internet domain names and registrations, logos, slogans, symbols, trade dress and designs, and including all registrations, renewals, and applications for registration of the foregoing. United Technologies Trademarks shall mean all Trademarks to the extent consisting of or containing UTC, United Technologies Corporation, United Technologies, UTX, the UTC Icon, ACE, Achieving Competitive Excellence, all ACE logos, ESP, Employee Scholar Program, all ESP logos, ITC360, all ITC360 logos, and any variations or derivatives of any of the foregoing, and any Trademarks that are confusingly similar thereto. UTC shall have the meaning defined in the preamble. UTC Icon shall mean the symbol, also known as the UTC gear logo, identified as the UTC Icon in the UTC Corporate Identity Guidelines - Brand Basics document attached as Schedule 4.1.1, regardless of color or size, and any variant thereof. UTC NDA shall have the meaning defined in Section 6.4. ARTICLE II

ASSIGNMENT OF SOLELY OWNED INTELLECTUAL PROPERTY RIGHTS

2.1 Assigned Intellectual Property Rights

2.1.1 Assignments by an Assignor Party. Subject to Section 3.2, each Assignor Party, on behalf of itself and the other members of the Assignor Group, hereby irrevocably assigns to the applicable Assignee Party, and agrees to irrevocably assign to the applicable Assignee Party, all of its and the other members of the Assignor Group's rights, title and interest in and to any and all Intellectual Property Rights owned by the Assignor Party or another member of the Assignor Group that meets one or more of the following descriptions: (a) the Intellectual Property Rights are Requester Foreground IPR conceived or created in the course of services concerning which the Assignee Party or another member of the Assignee Group was the Requester, and the Assignor Party or another member of the Assignor Group was the Performer; or (b) the Intellectual Property Rights are Performer Foreground-Delivered IPR conceived or created in the course of services concerning which the Assignee Party or another member of the Assignee Group was the Requester, and the Assignor Party or another member of the Assignor Group was the Performer; or

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(c) the Intellectual Property Rights are Performer Foreground-Undelivered IPR conceived or created in the course of services concerning which the Assignor Party or another member of the Assignor Group was the Requester, and the Assignee Party or another member of the Assignee Group was the Performer (collectively, Assigned Intellectual Property Rights). ARTICLE III

LICENSING OF INTELLECTUAL PROPERTY RIGHTS

3.1 Licensed Intellectual Property Rights 3.1.1 License Grants by a Licensor Party. Subject to Section 3.2, a Licensor Party, on behalf of itself and the other members of the Licensor Group, and solely to the extent the Licensor Party or another member of the Licensor Group has the right to do so, hereby grants and agrees to grant to the applicable Licensee Party and the other members of the Licensee Group, subject to the field restriction of Section 3.1.2, a royalty-free, nonexclusive, perpetual, irrevocable, fully paid-up, worldwide right and license, with the right to sublicense as provided in Section 3.1.3, to Exploit Intellectual Property Rights that are owned by the Licensor Party or another member of the Licensor Group immediately following the assignments pursuant to Article II and meet one or more of the following descriptions with respect to the relevant Licensee Party: (a) the Intellectual Property Rights are rights under Licensed Patents or other Intellectual Property Rights that, in each case, as of the Effective Time, are either (A) used in connection with, or necessary for the ongoing conduct of, the current business of the Licensee Party or another member of the Licensee Group, or (B) Contemplated to be Used in the business of the Licensee Party, or another member of the Licensee Group, in the Licensee Group Field; provided, however, that the license granted in this Section 3.1.1(a) does not apply to the Intellectual Property Rights received under or otherwise governed by an Excluded Agreement; and/or (b) the Intellectual Property Rights are embodied in an invention, or proposed invention, that is both (i) described in a Patent or Invention Disclosure held by the Licensor Party or another member of the Licensor Group and (ii) conceived by at least one inventor who, at the time of conception, was employed by a member of the Licensee Group, a non-inclusive list of which inventions and proposed inventions are provided in Schedule 3.1.1(b), provided, however, that the license granted in this Section 3.1.1(b) does not apply to an invention conceived under or otherwise governed by an Excluded Agreement; and/or (c) the Intellectual Property Rights are subject to an assignment to the Licensor Party in Section 2.1.1(b) concerning Performer Foreground-Delivered IPR conceived or created in the course of services concerning which the Licensor Party or another member of the Licensor Group was the Requester and the Licensee Party or another member of the Licensee Group was the Performer; and/or

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(d) the Intellectual Property Rights are Performer Background IPR or Patent rights of the Licensor Party or another member of the Licensor Group and is necessary for the Licensee Party or another member of the Licensee Party to Exploit the Performer Foreground-Delivered IPR in the Licensee Group Field, provided, however, that the license granted in this Section 3.1.1(d) applies only to the extent necessary for the Licensee Party or another member of the Licensee Group to Exploit the Performer Foreground-Delivered IPR in the Licensee Group Field. (collectively, Licensed Intellectual Property Rights). 3.1.2 Field Restriction. The licenses granted in Section 3.1.1 are limited to, and a Licensee Party and the other members of the Licensee Group will have the right to Exploit, only the Licensed Intellectual Property Rights within the Licensee Group Field, except for the purposes of research and development at a stage encompassed within U.S. Department of Defense Technology Readiness Levels 1-6 or NASA Technology Readiness Levels 1-6; provided that (a) such research is not intended for use outside the Licensee Group Field, and (b) in the course of research conducted for a third party outside the Licensee Group Field, neither the Licensee Party nor any member of the Licensee Group (nor any of their respective officers, directors, employees, contractors, agents or sublicensees) shall disclose such Intellectual Property Rights to the third party. 3.1.3 Sublicense of Licensed Intellectual Property Rights. A Licensee Party or another member of the Licensee Group may sublicense its rights in Licensed Intellectual Property Rights hereunder, solely in support of its respective businesses (and not independent of its current or future products and related services). In all cases in which the exercise of sublicense rights hereunder reasonably requires disclosure of Licensed Intellectual Property Rights to a third party, the applicable member of the Licensee Group will disclose such Licensed Intellectual Property Rights (a) solely on a need to know basis, (b) provided that the Person to receive Licensed Intellectual Property Rights first agrees in writing to terms of confidentiality and non-use at least as restrictive as those provided in this Agreement, and (c) provided that the Licensee Party ensures the performance of, and accepts joint and several responsibility for the performance by each of the sublicensees of, the obligations of the Licensee Party and the other members of the Licensee Group under this Agreement. 3.1.4 Improvements. Each of the licenses granted in Section 3.1.1, subject to the restrictions of Section 3.1.2 and Section 3.1.3, includes the right of a Licensee Party and other members of the Licensee Group to make improvements to such Licensed Intellectual Property Rights. Neither a Licensor Party nor any member of the Licensor Group will have any rights to any such improvements, and as between a Licensee Party and a Licensor Party, the Licensee Party or applicable member of the Licensee Group will own all such improvements made by the Licensee Party or such member of the Licensee Group to Licensed Intellectual Property Rights. 3.1.5 No Implied Licenses. To the extent Intellectual Property Rights of a Party or member of a Party Group are not expressly granted in this Agreement, they are hereby expressly reserved to the Party or member of the Party Group. Without limiting the generality of the immediately preceding sentence, no express grant by a Licensor Party in this Agreement of

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license rights in certain Intellectual Property Rights shall be construed as implying the grant of any rights by the Licensor Party or another member of the Licensor Group in any other Intellectual Property Rights held by the Licensor Party or another member of the Licensor Group. 3.2 Reserved Intellectual Property Rights. Specific reservations shall apply to certain Intellectual Property Rights as set forth in Schedule 3.2. 3.3 No Rescission. The provisions of this Agreement, including the license rights provided in this Article III, shall not be terminable or revocable for any reason. In the event of any breach of this Agreement, the sole remedy of the non-breaching Party will be to seek monetary damages or equitable relief, including specific performance, as provided in Article VII, that does not involve a rescission or termination of any of the provisions of this Agreement (including the license rights provided in this Article III), and each Party irrevocably waives the right to seek any termination or rescission of any such provisions or rights. ARTICLE IV

TRADEMARKS

4.1 Ownership of United Technologies Trademarks. 4.1.1 Notwithstanding any other provision of this Agreement to the contrary, as between UTC, on the one hand, and Otis, Carrier and other members of the Otis Group and the Carrier Group, on the other, all rights in and to the United Technologies Trademarks, including all goodwill appurtenant thereto, are owned and shall be owned solely and exclusively by UTC. Without limiting the foregoing, and subject to Section 4.2, Otis and Carrier, on behalf of themselves and the other members of, respectively, the Otis Group and the Carrier Group, hereby irrevocably assign to UTC, and agree and promise to assign to UTC, (a) any and all rights, title and interest in and to the United Technologies Trademarks, including all goodwill appurtenant thereto held by them and the other members of the Otis Group and the Carrier Group, and (b) any and all registrations and applications for registration of Trademarks consisting of or containing any of the United Technologies Trademarks, anywhere in the world, to which Otis, Carrier or another member of the Otis Group or the Carrier Group holds a legal or equitable interest as of the Effective Time. Without limitation, the foregoing assignment and promise of assignment includes the right to sue and recover damages for past and future infringements of the United Technologies Trademarks and to bring any proceeding in the United States Patent and Trademark Office or any equivalent agency or governing body in any other country for cancellation, opposition, or other proceeding in connection with the United Technologies Trademarks. Except as expressly stated in Section 4.2, none of Otis, Carrier or any other member of the Otis Group or the Carrier Group shall have any right, title or interest in or to any of the United Technologies Trademarks, and any and all use of the United Technologies Trademarks, whether or not authorized pursuant to Section 4.2, shall inure solely and exclusively to UTC for all purposes.

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4.1.2 Otis and Carrier, on behalf of themselves and the other members of, respectively, the Otis Group and the Carrier Group, agree and promise to assist UTC and the other members of the UTC Group, at UTC's request, in UTC's discretion and at UTC's cost, in applying for, registering, maintaining, renewing, demonstrating use of, recording UTC's and the other members of the UTC Group's rights in, and otherwise perfecting, and defending and enforcing against third party infringers, the rights of UTC and the other members of the UTC Group in the United Technologies Trademarks and all goodwill associated therewith, including executing, verifying, acknowledging and delivering any and all documents, including any instruments of transfer and recordable assignments, and confirmations of use, and performing such other acts deemed necessary in the reasonable opinion of UTC. 4.1.3 Otis and Carrier, on behalf of themselves and the other members of, respectively, the Otis Group and the Carrier Group, agree and promise not to (a) challenge in any jurisdiction or venue the right or title of UTC or any other members of the UTC Group in and to any United Technologies Trademark, or the validity or enforceability of any United Technologies Trademark or any registration thereof, or (b) register or renew, attempt to register or renew, or assist a Person other than UTC or a member of the UTC Group in registering or renewing, any United Technologies Trademark. 4.2 Use of United Technologies Trademarks 4.2.1 Except as expressly provided in this Section 4.2, after the Effective Time, none of Otis, Carrier or any other members of the Otis Group or the Carrier Group shall use, or have the right to use, any of the United Technologies Trademarks. 4.2.2 Without limitation, Otis and Carrier as promptly as reasonably practicable (but in any case within six (6) months of the Effective Time) shall cause each member of, respectively, the Otis Group and the Carrier Group having a corporate name that includes any of the United Technologies Trademarks to apply to change its corporate name to a name that does not include any of the United Technologies Trademarks, including, within six (6) months of the Effective Time, by making any legal filings in each relevant jurisdiction necessary to effect such change worldwide. 4.2.3 UTC, on behalf of itself and the other members of the UTC Group, hereby grants to Otis, Carrier and the other members of the Otis Group and the Carrier Group a limited, non-exclusive, non-transferable, personal and nonsublicensable right to continue temporarily to use, following the Effective Time, any United Technologies Trademark it is using immediately prior to the Effective Time, solely to the extent of such pre- Separation use and in accordance with product quality standards and programs in place at the respective member of the Otis Group or the Carrier Group immediately prior to the Effective Time, and strictly in accordance with this Section 4.2.3; provided that Otis and Carrier shall, and shall cause each of its respective Affiliates (including, after the Effective Time, the members of, respectively, the Otis Group and the Carrier Group) (a) not to hold itself out as having any affiliation with UTC or any member of the UTC Group (except to the extent a third party may infer such affiliation merely due to the limited use of the United Technologies Trademarks as contemplated herein), and (b) to use diligent efforts to eliminate use of the United Technologies Trademarks. In any event, as soon as practicable after the Effective Time, and in any event within three (3) years thereafter, Otis and

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Carrier shall, and shall cause each of its respective Affiliates (including, after the Effective Time, the members of, respectively, the Otis Group and the Carrier Group), and any of its licensees or its respective Affiliates' licensees, to (a) cease and discontinue use of all United Technologies Trademarks, and (b) complete the removal of the United Technologies Trademarks from all of their respective products, signage, vehicles, properties, technical information, stationery and promotional or other marketing materials and other assets of Otis, Carrier and the other members of the Otis Group and the Carrier Group. Except for the limited, temporary license granted in this Section 4.2.3, neither UTC nor any other member of the UTC Group grants any right or license hereunder, express or implied, to use any United Technologies Trademarks. 4.3 Special Trademark Provisions. Special provisions concerning Trademarks are provided in Schedule 4.3. ARTICLE V

EXCLUDED AGREEMENTS

5.1 No Change to Excluded Agreements. The Parties do not intend by this Agreement to amend or otherwise change the Intellectual Property Rights or other provisions of any Excluded Agreement. Intellectual Property Rights provided, received or created pursuant to an Excluded Agreement will not constitute Licensed Intellectual Property Rights, and, with respect to the applicable parties thereto, will continue to be subject to any licenses, permissions or restrictions granted or imposed in the respective Excluded Agreement in accordance with its terms. ARTICLE VI

CONFIDENTIALITY

6.1 Received Information and Materials. The Parties acknowledge that members of each Party Group currently are in possession of information and materials f members of the other two Party Groups, which may include designs, drawings, specifications, technical data and other data, databases, formulae, algorithms and mathematical embodiments, plans, software, proposals, processes, procedures, manufacturing techniques, and business methods, and some of which may be included in the Licensed Intellectual Property Rights. With respect to a receiving Party, such information will be referred to individually or collectively as Received Information and Materials, provided that Received Information and Materials will not include information disclosed under any Excluded Agreement. 6.2 Confidential Information. All Received Information and Materials that are identified as or are of the type generally considered as confidential or proprietary or that have historically been subject to reasonable confidentiality and proprietary protections, and any communications or information provided after the Effective Time pursuant to this Agreement among members of the different Party Groups, will be deemed confidential and proprietary information of the Person that provided it, unless the information (a) is or becomes generally available to the public other than as a result of a disclosure in breach of this Agreement; (b) is rightfully available to or known by the receiving Party prior to receipt by the receiving Party

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without any obligation of confidentiality; (c) is received by the receiving Party from a third party, provided that the third party is not known by the receiving Party, after reasonable inquiry, to be in breach of any obligation of confidentiality; or (d) was independently developed by the receiving Party, without violating any contractual or legal obligation (Confidential Information). 6.3 Obligations. With respect to Confidential Information in its possession, custody or control, a receiving member of a Party Group will: (a) hold all Confidential Information in confidence, using the same degree of care such receiving member uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care, including sharing Confidential Information internally only on a need to know basis, (b) not disclose Confidential Information to any third party, other than as permitted with respect to Licensed Intellectual Property Rights pursuant to Section 3.1.3, and (c) use Confidential Information only to the extent authorized. 6.4 Termination of UTC NDA. Upon the Effective Time, (a) the Amended and Restated Nondisclosure Agreement, by and between United Technologies Companies, dated July 26, 2012 (the UTC NDA), will terminate as among UTC and the other members of the UTC Group, Otis and the other members of the Otis Group, and Carrier and the other members of the Carrier Group, (b) the information disclosed under the UTC NDA (i) will be deemed Received Information and Materials and Confidential Information under this Agreement, and (ii) will be licensed hereunder for use by UTC and the other members of the UTC Group, Otis and the other members of the Otis Group, Carrier and the other members of the Carrier Group, solely to the extent it is Licensed Intellectual Property Rights granted to UTC and the other members of the UTC Group, Otis and the other members of the Otis Group or Carrier and the other members of the Carrier Group, respectively, and (c) notwithstanding paragraph 3 of the UTC NDA, such information disclosed thereunder will continue to be protected for as long as it remains Confidential Information. ARTICLE VII

LIMITATIONS AND DISCLAIMERS

7.1 Subsequent Delivery of Intellectual Property Rights. 7.1.1 For a period of six (6) months after the Effective Time, upon written request by an Assignee Party or a Licensee Party, and solely to the extent the Assignor Party or another member of the Assignor Group or the Licensor Party or another member of the Licensor Group, respectively, has the right to do so, the Assignor Party or the Licensor Party, respectively, shall use commercially reasonable efforts to provide (and to cause other members of the Assignor Group or the Licensor Group, respectively, to provide) to the requesting Assignee Party or the Licensee Party, respectively, copies of tangible embodiments of the Assigned Intellectual Property Rights and the Licensed Intellectual Property Rights, respectively, in the possession of a member of the Assignor Group or the Licensor Group, respectively, and not in the possession of a member of the Assignee Group or the Licensee Group, respectively, upon the Effective Time, to the extent that both (a) such Assigned Intellectual Property Rights or such Licensed Intellectual Property Rights, respectively, are necessary for the ongoing conduct of the current

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business of the requesting Assignee Party or another member of the Assignee Group or the requesting Licensee Party or another member of the Licensee Group, respectively, or was in use in such business as of the Effective Time, and (b) such tangible embodiments are reasonably necessary for the use of such Assigned Intellectual Property Rights or such Licensed Intellectual Property Rights, respectively, identified in Section 7.1.1(a). 7.2 No Additional Obligations. Except as expressly provided in this Agreement, this Agreement does not create any obligation on the part of any of the Parties to provide or create any of the following with respect to the Intellectual Property Rights owned, transferred, granted or licensed under this Agreement: (a) explanations, corrections, revisions, improvements, upgrades, technical assistance, maintenance, installation, debugging, or any other support; or (b) tangible embodiments, documents, information, software, data or any other items, deliverables or services. 7.3 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SDA OR ANY OTHER ANCILLARY AGREEMENT, (A) EACH OF THE PARTIES CONVEYS INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT SOLELY ON AN AS IS, WHERE IS AND WITH ALL FAULTS BASIS, AND (B) NONE OF THE PARTIES MAKES, AND EACH HEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO SUCH INTELLECTUAL PROPERTY RIGHTS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS OR SUFFICIENCY, OR EXPORTABILITY, OR WITH RESPECT TO THE VALIDITY, SCOPE, ENFORCEABILITY OR NONINFRINGEMENT OF ANY OF SUCH INTELLECTUAL PROPERTY RIGHTS. FOR AVOIDANCE OF DOUBT, THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THE SDA ARE NOT AFFECTED BY THIS DISCLAIMER. 7.4 Limitations of Liability. Except in connection with a Party's willful and intentional breach of this Agreement or fraud, in no event shall any Party or its Affiliates, under any circumstances, be liable or obligated in any manner to another Party or its Affiliates for any consequential, special, incidental, exemplary, indirect, punitive or similar damages, or for any loss of future revenue, profits or income, or for any diminution in value damages measured as a multiple of earnings, revenue or any other performance metric arising out of or relating to this Agreement or the transactions contemplated in this Agreement, even if such Party or its Affiliate is informed in advance of the possibility of such damages occurring and regardless of whether or not the damages were foreseeable and regardless of the theory or cause of action upon which any damages might be based. This limitation is separate and independent of any other remedy limitations and shall not fail if any such other limitation fails. The foregoing shall not be deemed to modify or limit any rights or remedies to the extent arising under the SDA, any other Ancillary Agreement or any Excluded Agreement.

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ARTICLE VIII

GOVERNING LAW AND DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to any conflict or choice-of-law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 8.2 Alternative Dispute Resolution. Any dispute, controversy or claim between or among the Parties (whether sounding in contract, tort, or otherwise) arising out of or resulting from this Agreement, including the meaning of its provisions or the performance of any such provisions by a Party, its breach, termination, invalidity or otherwise (each, a Dispute) will be resolved in accordance with the procedures specified in this Article VIII, which will be the sole and exclusive procedure for the resolution of any such Dispute. 8.2.1 Negotiations. The Parties will attempt in good faith to resolve any Dispute promptly by negotiations among executives of the Parties who have authority to settle the Dispute. The disputing Party will give the other Party or Parties, as applicable, written notice of the Dispute. Within twenty (20) days after receipt of said notice, the receiving Party or Parties will submit to the other a written response. The notice and response will include: (a) a statement of each Party's position and a summary of the evidence and arguments supporting that position, and (b) the name and title of the executive who will represent that Party. The executives will meet at a mutually acceptable time and place within thirty (30) days of the date of the disputing Party's notice and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the Dispute. 8.2.2 Arbitration. If a Dispute has not been resolved within sixty (60) days of the date of the disputing Party's notice, any Party desiring a non-negotiated resolution shall refer the Dispute to binding arbitration pursuant to the then-current commercial arbitration rules and supplementary procedures of commercial arbitration of the American Arbitration Association (the AAA Rules). The arbitral tribunal shall be composed of a single arbitrator appointed in accordance with the AAA Rules in any matter in which an injunction, specific performance or other equitable relief is not requested and the value of the relief any Party seeks (whether by claim or counterclaim) does not exceed three million United States dollars (US $3,000,000). In all other matters, including any matter in which an injunction, specific performance or other equitable relief is requested, the arbitral tribunal shall be composed of a panel of three (3) arbitrators appointed in accordance with the AAA Rules. The arbitration shall take place in New York, New York. Each Party will bear its own expenses (including attorneys' fees), and the Parties will share equally the compensation and expenses of the arbitrators and the arbitration. Any arbitration award will be final and shall be enforceable in any court of competent jurisdiction. 8.3 Confidentiality. All negotiations, and all statements made and documents provided or exchanged in connection with an arbitration under Section 8.2.2 will be confidential. Except with the prior written consent of the other Party or Parties in the Dispute, as applicable, none of the Parties will disclose the existence or content of the Dispute, or the results of any

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dispute resolution process, to third parties other than (a) as may be required by law or legal process after having provided the other Party or Parties with notice thereof and the opportunity to seek a protective order over such information, or (b) to outside counsel and tax, financial, and accounting professionals in connection with the Dispute. 8.4 Equitable Relief. The Parties acknowledge and agree that monetary damages (even if available) may not be an adequate remedy in the event that a Party does not perform the provisions of this Agreement in accordance with their specified terms or otherwise breaches any provisions of this Agreement. Accordingly, and notwithstanding any other provision of this Agreement, any Party will be entitled to seek from the arbitrator or arbitration tribunal, and the arbitrator or arbitration tribunal will be empowered to grant, an injunction, specific performance or other equitable relief (whether preliminary, permanent, temporary, conservatory or otherwise, and including temporary restraining orders) to prevent such breaches of this Agreement and to enforce specifically the terms hereof, in addition to any other remedy to which such Party is entitled at law or in equity. The Party alleging the breach shall not be required to provide any bond or other security in connection with any such award, but the Parties reserve all rights to otherwise contest the propriety of any award of injunctive relief. In addition, and notwithstanding any other provision of this Agreement, any Party will be entitled to seek in a court of competent jurisdiction an injunction, specific performance or other equitable relief to prevent breaches of this Agreement pending an arbitration under Section 8.2.2. ARTICLE IX

GENERAL PROVISIONS

9.1 Entire Agreement; Conflict Among Agreements. This Agreement, together with the SDA, the other Ancillary Agreements and the Exhibits and Schedules hereto and thereto, constitute the entire agreement among the Parties with respect to the subject matter of this Agreement and supersede any prior discussion, correspondence, negotiation, proposed term sheet, agreement, understanding or arrangement with respect to such subject matter, and there are no agreements, understandings, representations or warranties among the Parties other than those set forth or referred to in this Agreement with respect to such subject matter. In the event of any conflict between the provisions of this Agreement and the provisions of the SDA or any other Ancillary Agreement, the provisions of this Agreement shall control, provided, however, that (a) in the event of a conflict between the provisions of this Agreement and the provisions of the Transition Services Agreement, the conflicting provisions of the Transition Services Agreement shall control over the conflicting provisions of this Agreement, and (b) nothing in this Agreement limits any of the representations, warranties or indemnity obligations under the SDA or any other Ancillary Agreement. In the event of any conflict between the provisions of this Agreement and any agreement that was entered into at any time prior to the Effective Time between or among members of different Party Groups that is not an Excluded Agreement, the conflicting provisions of this Agreement shall control. 9.2 Assignment and Change of Control; Successor and Assigns 9.2.1 No Party may directly or indirectly sell, assign or otherwise transfer (whether by asset or stock sale, merger, reorganization or otherwise) any or all of its rights or

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delegate any or all of its obligations under this Agreement without the express prior written consent of the other Parties, except as follows: (a) Otis or Carrier may (i) freely sell, assign or otherwise transfer, in whole or from time to time in part, Assigned Intellectual Property Rights assigned to it hereunder; and (ii) sell, assign or otherwise transfer, in whole or from time to time in part, its rights and obligations under this Agreement (A) to any Affiliate of Otis or Carrier, respectively, (B) to any financing entity, in connection with the grant of a revocable security interest necessary for financing, or (C) to a Person acquiring (whether by asset or stock sale, merger, reorganization or otherwise) all or substantially all of the relevant business of Otis or Carrier, respectively, that agrees to be bound by the terms and conditions of this Agreement; but any such transfer or assignment will not relieve Otis or Carrier, respectively, of any of its obligations hereunder. (b) UTC may (i) freely sell, assign or otherwise transfer, in whole or from time to time in part, Assigned Intellectual Property Rights assigned to it hereunder; and (ii) sell, assign or otherwise transfer, in whole or from time to time in part, its rights under this Agreement (A) to any member of the UTC Group, (B) to any financing entity, in connection with the grant of a revocable security interest necessary for financing, or (C) to a Person acquiring (whether by asset or stock sale, merger, reorganization or otherwise) all or substantially all of the relevant business of UTC that agrees to be bound by the terms and conditions of this Agreement; but any such transfer or assignment will not relieve UTC of any of its obligations hereunder. 9.2.2 Any purported sale, assignment or other transfer in contravention of this Section 9.2 shall be null and void. 9.2.3 Subject to Section 9.2.1 and Section 9.2.2, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, assigns and transferees. 9.3 Bankruptcy. All licenses granted under this Agreement will be deemed licenses of rights to intellectual property for purposes of Section 365(n) of the United States Bankruptcy Code and a licensee under this Agreement will retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. 9.4 Amendments and Waivers. This Agreement may not be modified or amended, except by an instrument or instruments in writing signed by the Party against whom enforcement of any such modification or amendment is sought. Any Party to this Agreement may, only by an instrument in writing, waive compliance by the other Parties with any term or provision of this Agreement on the part of such other Parties to this Agreement to be performed or complied with. The waiver by any Party to this Agreement of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach. No failure or delay by any Party in exercising any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Subject to Section 3.3, the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

17





9.5 Notice. All notices or other communications required or permitted hereunder by a Party shall be in writing to the other Parties at the address provided below (or at such other address as such Party may designate by notice pursuant to this Section 9.5), and shall be deemed given or delivered (a) when delivered personally against written receipt, (b) if sent by registered or certified mail, return receipt requested, postage prepaid, when received, and (c) when delivered by a nationally recognized overnight courier service, prepaid: To UTC: United Technologies Corporation 10 Farm Springs Farmington, CT 06302 Attention: Chief Intellectual Property Counsel To Otis: Otis Worldwide Corporation One Carrier Place Farmington, CT 06032 Attention: Chief Intellectual Property Counsel To Carrier: Carrier Global Corporation 13995 Pasteur Boulevard Palm Beach Gardens, FL 33418 Attention: Chief Intellectual Property Counsel

9.6 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party hereto. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. 9.7 Counterparts. This Agreement may be executed in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by electronic means shall be as effective as delivery of a manually executed counterpart of this Agreement. 9.8 Further Assurances. Each Party agrees, upon written request of another Party, to do all acts and execute, deliver and perform all additional documents, instruments and agreements, which may be reasonably required to implement the provisions and purposes of this

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Agreement; provided, however, that, except as expressly set forth in this Agreement, nothing in this Agreement shall be construed as obligating a Party or its Affiliates to deliver any additional Intellectual Property Rights, or any tangible embodiments of any Intellectual Property Rights, to another Party or its Affiliates. 9.9 Interpretation. For the purposes of this Agreement, (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement, unless otherwise specified; (c) any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement; (d) the terms hereof, herein, hereby, hereto and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto, and not to any particular provision thereof; (e) references to $ shall mean U.S. dollars; (f) the word including and words of similar import when used in this Agreement shall mean including without limitation, unless otherwise specified; (g) the word or shall not be exclusive; (h) references to written or in writing include in electronic form; (i) provisions shall apply, when appropriate, to successive events and transactions; (j) the Parties have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (k) references to any statute shall be deemed to refer to such statute as amended through the date hereof; (l) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; (m) references to an Affiliate of a Party mean current and future Affiliates of such Party; (n) a reference to any Person includes such Person's successors and permitted assigns; (o) any reference to days shall mean calendar days, unless Business Days are expressly specified; and (p) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the Parties as of the day first above written. UNITED TECHNOLOGIES CORPORATION By: /s/ Michael R. Dumais Name: Michael R. Dumais Title: Executive Vice President, Operations & Strategy OTIS WORLDWIDE CORPORATION

By: /s/ Michael P. Ryan Name: Michael P. Ryan Title: Vice President, Controller CARRIER GLOBAL CORPORATION By: /s/ Kyle Crockett Name: Kyle Crockett Title: Vice President, Controller

20 
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?

SOLUTION: 33521

PROBLEM: DIGITAL CINEMA DESTINATIONS CORP.     NETWORK AFFILIATE AGREEMENT     THIS NETWORK AFFILIATE AGREEMENT (this Agreement) is made as of this 14th day of March, 2011 by and between National CineMedia,  LLC, a Delaware limited liability company (NCM), and Digital Cinema Destinations Corp., a Delaware corporation (Network Affiliate and with  NCM, each a Party and collectively, the Parties).     BACKGROUND     WHEREAS, NCM operates a Digital Content Network of proprietary and third-party hardware and software pursuant to which the  Service may be digitally transmitted to equipment and facilities installed in, and displayed on movie screens, video display terminals and similar  equipment located in, movie theatres or other high traffic retail establishments, as further described herein;     WHEREAS, Network Affiliate owns and operates a theatre circuit with a patron base in excess of 400,000 patrons; and     WHEREAS, both Network Affiliate and NCM want to expand NCM's advertising footprint in the markets served by Network Affiliate;  and     WHEREAS, NCM and Network Affiliate want to enter into a strategic alliance under which NCM will provide the Service to Network  Affiliate, and Network Affiliate will accept and display the Service in its theatres, all on the terms set forth herein.     NOW, THEREFORE, in consideration of the premises and mutual covenants in this Agreement, and for other good and valuable  consideration, the receipt and sufficiency of which are hereby expressly acknowledged, and, intending to be legally bound hereby, the Parties  agree as follows:     ARTICLE I  DEFINITIONS     The following terms shall have the following meanings:     Advertising Revenue Share has the meaning assigned to it in Section 7.1.     Advertising Services means the advertising and promotional services (including the Digital Content Service, the Digital Carousel, the  Traditional Content Program, Lobby Promotions and Event Sponsorships) as described in Part A of Exhibit A.     Base Amount has the meaning assigned to it in Section 7.2.     Beverage Agreement means that certain Beverage Agreement, Pepsi dated January 1, 2011.       1

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Branded Slots has the meaning assigned to it in Section 3.6(b).     Change of Control has the meaning assigned to it in Section 14.8.     Confidential Information means any and all technical and non-technical information of or related to either Party, including, without  limitation, proprietary information, know-how, the NCM Property and Derived Works, and information related to or regarding either Party's  research and development, finances, suppliers, customers, business forecasts, and marketing plans, in whatever form disclosed or made available.  Confidential Information does not include information which: (i) the recipient can demonstrate was already known to it at the time of its receipt  hereunder; (ii) is or becomes generally available to the public other than by means of the recipient's breach of its obligations under this  Agreement; (iii) is independently obtained from a third party whose disclosure violates no duty of confidentiality; or (iv) is independently  developed by or on behalf of the recipient without use of or reliance on any Confidential Information furnished to it under this Agreement.     Costs has the meaning assigned to it in Section 10.1.     Derived Works has the meaning assigned to it in Section 12.2.     Digital Carousel means a loop of slide advertising with minimal branding and entertainment content which (i) is displayed before the  Pre-Feature Program in Digitized Theatres via the Digital Content Network and (ii) is displayed before the Traditional Content Program in Non- Digitized Theatres via a non-digital slide projector.     Digital Cinema Services means services related to the digital playback and display of feature films at a level of quality commensurate  with that of 35 mm film release prints that include high-resolution film scanners, digital image compression, high-speed data networking and  storage, and advanced digital projections.     Digital Content Network means a network of Equipment and third-party equipment and other facilities which provides for the  electronic transmission of digital content, directly or indirectly, from a centrally-controlled location to Theatres, resulting in the on-screen  exhibition of such content in such Theatres, either in Theatre auditoriums or on Lobby Screens.     Digital Content Service means the Pre-Feature Program, Policy Trailer and the Video Display Program.     Digitized Theatres means all Theatres that are connected to the Digital Content Network as of the Effective Date and all Theatres that  subsequently connect to the Digital Content Network, as of the date such connection is established.     Dispositions has the meaning assigned to it in Section 2.6.     Effective Date has the meaning assigned to it in Section 3.1.     Equipment means (a) the equipment and cabling which is necessary to schedule, distribute, play, reconcile and otherwise transmit and  receive transmission of the Digital Cinema Service, known as small d Equipment; and (b) the equipment and cabling which is necessary to  schedule, distribute, play, reconcile and otherwise transmit and receive transmission of the Digital Cinema Service, known as Big D Equipment.



  2

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Excluded Theatres has the meaning assigned to it in Section 3.10(a).     Exclusivity Exceptions has the meaning assigned to it in Section 6.1.     Flight has the meaning assigned to it in Section 3.2(a).     IMAX Screens has the meaning assigned to it in Section 3.10(b).     Infringement has the meaning assigned to it in Section 11.2.     Initial Term has the meaning assigned to it in Section 8.1.     Inventory means any advertising or other content.     Lobby Screen means a plasma, LED or other type of screen displaying digital or recorded content that is located inside a Theatre and  outside the auditoriums, or any other type of visual display mechanism that replaces such a screen.     Lobby Promotions has the meaning assigned to it in Part A of Exhibit A.     Marketing Materials has the meaning assigned to it in Section 5.3(a).     Minimum Fee has the meaning assigned to it in Section 7.2.     NCM has the meaning assigned to it in the preamble of this Agreement.     NCM Equipment has the meaning assigned to it in Section 2.3.     NCM Marks means the trademarks, service marks, logos, slogans and/or designs of NCM, each as identified on Exhibit C, in any and  all forms, formats, and styles.     NCM Property has the meaning assigned to it in Section 12.1.     NCM Quality Standards has the meaning assigned to it in Section 5.3(a).     Net Revenue has the meaning assigned to it in Section 7.1(b).     Network Affiliate has the meaning assigned to it in the preamble of this Agreement.     Network Affiliate Marks means the trademarks, service marks, logos, slogans and/or designs of Network Affiliate, each as identified  on Exhibit C, in and any and all forms, formats, and styles, and including the Brand.     Network Affiliate Quality Standards has the meaning assigned to it in Section 5.4(c).



  3

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Non-Digitized Theatres means Theatres that are not Digitized Theatres.     Party or Parties has the meaning assigned to it in the preamble of this Agreement.     Play List has the meaning assigned to it in Section 3.2(a).     Policy Trailer has the meaning assigned to it in Section 3.6(a).     Point-of-Sale Information has the meaning assigned to it in Section 5.1.     Pre-Feature Program means a program of digital content of between twenty (20) and thirty (30) minutes in length which is distributed  by NCM through the Digital Content Network for exhibition in Digitized Theatres prior to Showtime, or distributed non-digitally by some other  means, including DVD, for exhibition prior to Showtime in Non-Digitized Theatres.     Renewal Term has the meaning assigned to it in Section 8.1.     Representatives has the meaning assigned to it in Section 10.1.     Service means the Advertising Services and the Video Display Program.     Showtime means the advertised showtime for a feature film.     Software means the proprietary software owned and/or licensed by NCM or its affiliates and which is installed on the Equipment and  used in connection with delivery of the Service.     Term has the meaning assigned to it in Section 8.1.     Territory means the United States of America, its territories and possessions.     Theatre Advertising means advertisement of one or more of the following activities associated with operation of the Theatres: (A)  Network Affiliate's gift cards, loyalty programs and other items related to Network Affiliate's business in the Theatres (other than film related) and  (B) events presented by Network Affiliate. Additionally, Theatre Advertising shall include advertising, marketing and promotion of a local radio  station or stations (but with no mentions or promotions of any third party) with which Network Affiliate has entered into a barter transaction for  advertising of one or more of the Theatres by the radio station(s) in exchange solely for advertising the radio station or stations in one or more of  the Theatres, entered into for the purpose of generating increased attendance at the Theatres (the Strategic Program). Such advertising for the  Strategic Program may be placed in the Branded Slots, in Network Affiliate's slides exhibited in the Digital Carousel and in that portion of the Video  Display Program to which Network Affiliate has access for advertising (but for no more than one minute of time for every 30 minutes of Video  Display Program advertising). Strategic Programs may not be made on an exclusive basis. No more than one Strategic Program may be run in any  Theatre at any time.



  4

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Theatres means the individual Network Affiliate theatres listed on Exhibit B, as such list may be modified from time to time.     Traditional Content Program means advertising and other promotional content which is displayed on 35 mm film before Showtime.     Trailer means a promotion secured by Network Affiliate (which retains the exclusive rights to so secure for all of its Theatres) for a  feature film that is distributed by the distributor of the feature film for exhibition in the Theatres after Showtime.     Video Display Program means a program of digital content shown on Lobby Screens which is distributed by NCM through the Digital  Content Network for exhibition in Digitized Theatres, and non-digitally by some other means, including DVD, for exhibition in Non-Digitized  Theatres.     ARTICLE II  EQUIPMENT     Section 2.1 Equipment Purchase.     (a) Traditional. For those theatres listed on Exhibit B not equipped for Digital Content Service, NCM will promptly install a non- digital slide projector in each auditorium necessary to exhibit the Traditional Content Program.     (b) small d. Not later than six (6) months after NCM shall first deliver the Service to the Theatres, NCM will acquire the small d  Equipment and shall install such Equipment in the Network Affiliate Theatres indentified on Exhibit B, but NCM shall not be obligated to spend  more than $9,000 per screen. The cost of such small d Equipment shall be paid 100 percent (100%) by NCM. The type of equipment and technology  for such connectivity shall be at NCM's discretion.     (c) Big D. Network Affiliate, may at any time in its sole and absolute discretion, convert any of the Theatres so that Digital  Cinema Services can be provided, using technology commonly known Big D technology. Network Affiliate shall purchase or lease and shall install  such Big D Equipment in the Network Affiliate Theatres. The cost of such Big D Equipment shall be paid 100 percent (100%) by Network Affiliate.  The type of equipment and technology for such connectivity shall be subject to NCM's approval which shall not be unreasonably withheld,  conditioned or delayed.     Section 2.2 Operational Costs. All costs associated with Network Affiliate's use of the Equipment, including the cost of electricity,  telephone lines and the like, will be borne exclusively by Network Affiliate.     Section 2.3 Ownership of small d Equipment. NCM will own the small d Equipment it has purchased pursuant to Section 2.1(b) (the  NCM Equipment). NCM shall depreciate the cost of the NCM Equipment on a calendar quarterly basis, provided that the method used will result  in full depreciation at the end of the five-year period commencing on the Effective Date. Upon expiration or termination of the Agreement for any  reason, Network Affiliate shall pay NCM the value of the NCM Equipment, if any, that remains on NCM's financial statements as of the time of  such expiration or termination. Upon payment of such amount to NCM by Network Affiliate at the time of such expiration or termination, NCM's  ownership interest in the NCM Equipment will transfer to Network Affiliate.



  5

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 2.4 Ownership of Big D Equipment. Network Affiliate will own the Big D Equipment it has purchased or leased pursuant to  Section 2.1(c) (the Network Affiliate Equipment) and NCM disclaims any ownership interest, rights or liens in the Network Affiliate Equipment.     Section 2.5 Installation. Except as otherwise provided herein, NCM and/or its subcontractors shall be solely responsible for the  installation of all Equipment purchased pursuant to Section 2.1(a) or 2.1(b), and any Equipment necessary for connectivity under Section 2.1(c), as  well as for ancillary services such as software integration. The cost of such installation, including, without limitation, outside labor costs and out- of-pocket costs (whether payable to outside labor or incurred by employees and paid to third parties), shall be deemed capital investment costs  and shall be paid for one hundred percent (100%) by NCM. NCM shall use commercially reasonable efforts to install the Equipment in a manner  reasonably calculated not to disrupt Network Affiliate's operations, on such schedule as is reasonably determined by NCM from time to time and  reasonably agreed to in advance by Network Affiliate. Network Affiliate shall be solely responsible for obtaining any consents required for the  installation or use of any Equipment at any Theatre, including without limitation, governmental and landlord consents. Any relocation or  repositioning of any Equipment installed in any Theatre shall be performed only upon prior consultation with NCM. NCM and its subcontractors  shall at all times be provided reasonable access to the Theatres, as required to install the Equipment according to the installation rollout schedule,  and otherwise as reasonably necessary to perform its obligations and/or enforce its rights under this Agreement. Network Affiliate shall use  commercially reasonable efforts to ensure that all Equipment delivered to any Theatre or otherwise in the possession, custody or control of  Network Affiliate is secure and not accessible by authorized third parties.     Section 2.6 Dispositions and Additions of Theatres.     (a) Dispositions. Network Affiliate shall use commercially reasonable efforts to provide NCM at least six (6) months advance  written notice (or such lesser time for notice as may be practicable based upon the date of execution of the agreement for such disposition and the  disposition date) of the sale or other disposition of a Theatre, the loss of any Theatre lease, or its desire to permanently discontinue delivery of the  Service to a Theatre (collectively, a Disposition). Subject to the provisions of Section 2.3 with respect to transfer of title to NCM Equipment, at  least thirty (30) days prior to any Disposition, NCM shall be permitted to enter the affected Theatre(s) and remove any NCM Property. Except in  connection with a Disposition, Network Affiliate shall not be permitted to permanently discontinue Service to any Theatre without the prior written  consent of NCM, which consent will not be unreasonably withheld, conditioned or delayed. The costs of removal of NCM Equipment from any  Theatre to which Service has been permanently discontinued shall be borne by Network Affiliate.



  6

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   (b) Acquisitions. Any Network Affiliate theatre built or acquired following the Effective Date shall, upon mutual agreement of  the parties, become a Theatre, and the capital costs of equipping all such new Theatres to receive the Service shall be as mutually agreed.     Section 2.7 Training. Network Affiliate agrees to permit NCM to provide training services to Network Affiliates' support staff and  customer service and other employees and agents. Network Affiliate shall cause its employees to attend such training and to follow the  instructions given by NCM in such training as well as in follow-up instructions, guidelines and manuals of any kind provided to Network Affiliate  by NCM.     ARTICLE III  DELIVERY OF THE SERVICE     Section 3.1 Transmission of the Service. On the Effective Date (the date on which NCM first provides the Service to the Theatres) NCM  shall provide all aspects of the Service to Network Affiliate and Network Affiliate shall exhibit and otherwise participate in such aspects of the  Service, on the terms and conditions set forth herein. During the Term, all Theatres will participate in the Service as either Digitized Theatres or  Non-Digitized Theatres. The Parties contemplate that the Effective Date will be on or about __________________________.     (a) Digitized Theatres. As of the Effective Date and during the Term, pursuant to the terms of Section 3.2, NCM will provide the  following Services to the Digitized Theatres, and all Digitized Theatres will participate in (i) the Digital Carousel during the period beginning after  the preceding feature film (or, in the case of the first feature film of the day, beginning after the opening of the auditorium doors for that film) until  the beginning of the Pre-Feature Program, (ii) the Pre-Feature Program, (iii) the Policy Trailer and (iv) the Video Display Program.     (b) Non-Digitized Theatres. As of the Effective Date and during the Term, pursuant to the terms of Section 3.2, NCM will provide  the following Services to the Non-Digitized Theatres, and all Non-Digitized Theatres will participate in (i) the slide carousel during the period  beginning after the preceding feature film (or, in the case of the first feature film of the day, beginning after the opening of the auditorium doors for  that film) until the beginning of the Traditional Content Program, (ii) the Traditional Content Program, (iii) the Policy Trailer and (iv) the Video  Display Program, but with respect to participation of Non-Digitized Theatre's participation in the Video Display Program, only to the extent that a  Non-Digitized Theatre has at least one Lobby Screen and has the requisite equipment necessary to participate in the Video Display Program. No  Non-Digitized Theatre will be obligated to participate in, nor will NCM be obligated to provide to any Non-Digitized Theatre, the Pre-Feature  Program.     (c) Lobby Promotions. NCM shall provide Lobby Promotions to Theatres and Theatres shall participate in Lobby Promotions as  described in Section 3.3.     (d) Conversion of Theatres. No Digitized Theatre shall become a Non-Digitized Theatre without the mutual agreement of  Network Affiliate and NCM.



  7

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 3.2 Content and Distribution of the Digital Content Service and Traditional Content Program.     (a) Distribution. On the Effective Date, NCM will commence distribution of the Digital Carousel, the Digital Content Service and  the Traditional Content Program to the Digitized Theatres and Non-Digitized Theatres, all as set forth above in Section 3.1. With respect to  Digitized Theatres, content shall be distributed through the Digital Content Network, via either NCM's satellite network or by NCM's or Network  Affiliate's landline network. Each of the Pre-Feature Program and the Video Display Program shall consist of Inventory comprising a single play list  (Play List). The Play List will be refreshed during the Term when and as determined by NCM but not less frequently than 12 times per year (each  a Flight).     (b) Pre-Feature Program. As of the Effective Date, the Pre-Feature Program shall consist of four (4) or more elements, including:  (i) commercial advertising; (ii) promotions for the Network Affiliate brand (including the Branded Slots), Concessions sold and services used by  Network Affiliate and other products and services in accordance with Section 3.6; (iii) interstitial content; and (iv) other entertainment  programming content which, while promotional of businesses or products, shall be primarily entertaining, educational or informational in nature,  rather than commercially inspired.     (c) Video Display Program. The elements of the Video Display Program shall be, generally, the same as those for the Pre-Feature  Program, and will include the Branded Slots. NCM specifically agrees that the Video Display Program will contain only material that has received,  or had it been rated would have received, an MPAA G or PG rating. Lobby Screens displaying the Video Display Program shall be located in  areas of Theatres of NCM's choosing (subject to Network Affiliate's reasonable consnent and operational constraints and provided relocation of  existing Lobby Screens is not required). Network Affiliate is obligated to provide a location for at least one Lobby Screen per Digitized Theatre  with ten or fewer screens, two Lobby Screens per Digitized Theatre with eleven to twenty screens and three Lobby Screens per Digitized Theatre  with more than twenty screens; provided, however, that Network Affiliate shall have no obligation to increase the number of Lobby Screens in any  Theatre that has at least one Lobby Screen that is capable of receiving the Video Display Program as of the Effective Date.     Section 3.3 Delivery of Lobby Promotions. On the Effective Date, NCM will make available to the Theatres the Lobby Promotions, and  Network Affiliate will accept such Lobby Promotions on the terms and conditions set forth herein.     (i) The Inventory of Lobby Promotions for each Theatre that Network Affiliate agrees to display pursuant to this  Agreement is set forth in Exhibit A-1. NCM may provide additional Lobby Promotions, subject to approval by Network Affiliate. NCM will take all  other actions necessary and prudent to ensure the delivery of Lobby Promotions as required under the terms hereof. NCM will inform Network  Affiliate of the length of time that Lobby Promotions and additional Lobby Promotions, if any, are to be displayed.



  8

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   (ii) NCM covenants and agrees that Lobby Promotions provided pursuant to this Agreement will conform to all  standards and specifications of which Network Affiliate provides NCM reasonable notice during the Term, including without limitation standards  and specifications with respect to manufacturers and suppliers, sizing (e.g., cup and popcorn tub sizing), timing of delivery of concession supplies  to Theatres, reimbursement of incremental costs (e.g., cups, floor mats, plates) and the like. Lobby Promotions (i) will contain only material that has  received, or had it been rated would have received, an MPAA G or PG rating, (ii) that the only type of sampling that will be permitted is exit  sampling, (iii) to refrain from distributing chewing gum as part of any Lobby Promotion, other than attended sampling as patrons are exiting the  Theatre, (iv) not to permit a Lobby Promotion that would distribute or sample any item that is the same as or substantially similar to any item sold  at the Theatre's concession stand and (v) not to permit a Lobby Promotion involving fund raising on Theatre property.     (iii) NCM will be responsible for all costs and expenses associated with sourcing, production, delivery and execution of  Lobby Promotions to the Theatres, including incremental costs actually incurred by the Theatres in connection with Lobby Promotions. In its  discretion, Network Affiliate may make employees available to assist in Lobby Promotions requiring exit sampling; provided that NCM shall  reimburse Network Affiliate for the employees' time used to conduct the exit sampling at their customary wage.     Section 3.4 Content Standards. The Parties agree that (unless mutually agreed by the Parties with respect to clauses (i), (iii), (iv), (v) or  (vi)) all content within the Service will not contain content or other material that: (i) has received, or had it been rated would have received, an  MPAA X or NC-17 rating (or the equivalent), (ii) promotes illegal activity, (iii) promotes the use of tobacco, sexual aids, birth control, firearms,  weapons or similar products; (iv) promotes alcohol, except prior to R-rated films in the auditorium; (v) constitutes religious advertising (except  on a local basis, exhibiting time and location for local church services); (vi) constitutes political advertising or promotes gambling; (vii) promotes  theatres, theatre circuits or other entities that are competitive with Network Affiliate's theatre operating business or NCM; or (viii) otherwise  reflects negatively on Network Affiliate or adversely affects Network Affiliate's attendance as determined in Network Affiliate's reasonable  discretion. Additionally, the service will not contain any material that depicts or advertises products competitive to the Beverage Agreement  (except as an incidental product placement in content not created by NCM). Network Affiliate may, without liability, breach or otherwise, prevent  and/or take any other actions with respect to the use or distribution of content that violates the foregoing standards; provided, that with respect  to this Section 3.4(viii), Network Affiliate may opt out of such advertising only with respect to Theatres in the geographic locations identified,  which may include all of Network Affiliate's Theatres. If the Digital Content Service contains any content that violates the foregoing standards,  NCM will use commercially reasonable efforts to remove such content as soon as reasonably practical. If NCM fails to remove such content within  a reasonable time, Network Affiliate may discontinue the Digital Content Service in such auditoriums where such content is shown until the  violating content is removed and shall have no liability for such discontinuation. If any other elements of the Service contain any content that  violates the foregoing standards, NCM shall at Network Affiliate's request, or Network Affiliate acting on its own behalf may, upon giving written  notice to NCM, remove such content immediately.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 3.5 Development of the Program. All operational costs associated with NCM's procurement, preparation and delivery of the  Service (including Inventory and other promotional materials as provided herein) to the Theatres shall be borne exclusively by NCM. Except as  provided herein, all in-Theatre operational costs associated with Network Affiliate's receipt and exhibition of the Service within the Theatres shall  be borne exclusively by Network Affiliate. NCM will provide at its own expense all creative and post-production services necessary to ingest,  encode and otherwise prepare for distribution all other on-screen Inventory as part of the Digital Content Service. All on-screen Inventory  provided by Network Affiliate for inclusion in the Digital Content Service must (i) be submitted to NCM for review for compliance with (ii) and (iii)  below as NCM may reasonably request, but in any event at least twenty (20) business days before scheduled exhibition (unless otherwise  previously approved by NCM), (ii) satisfy the content restrictions enumerated in Section 3.4, and (iii) be fully produced in accordance with NCM's  technical specifications as promulgated by NCM from time to time (all as provided in written or electronic form to Network Affiliate), ready for  exhibition, as well as in accordance with applicable NCM commercial standards and operating policies, and all applicable federal, state and local  laws and regulations. Any Inventory provided by Network Affiliate for review and approval by NCM need not, once approved by NCM, be  resubmitted by Network Affiliate for approval in connection with any future use.     Section 3.6 Policy Trailer; Branded Slots.     (a) Policy Trailer. The policy trailer will be (i) up to 60 seconds, (ii) exhibited in the Theatres after Showtime, (iii) be customized to  include the name of the Network Affiliates Theatre business and (iii) used to feature content relating to Theatre policy and operations, and may  include (w) a policy service announcement that promotes appropriate theatre behavior, (x) promotions of Network Affiliate Concessions, (y) upon  prior written approval of Network Affiliate, other promotional materials of third-party products for which NCM sells advertising and is paid a fee  (the Policy Trailer). All costs associated with producing the Policy Trailer shall be borne by Network Affiliate.     (b) Branded Slot. The Digital Content Service will feature (i) up to two (2) minutes for Theatre Advertising (the Branded Slots)  in each Play List. Each Branded Slot may only exhibit Theatre Advertising. NCM is required to include no less than forty-five (45) seconds of  Branded Slots within the final fifteen (15) minutes of the Play List, fifteen (15) seconds of which shall be included within the final eleven (11)  minutes of the Play List; provided, that NCM may begin these Branded Slots up to one minute earlier when NCM expands the amount of  advertising units that follow these Branded Slots through the sale of additional advertising to third parties.     (c) Restrictions. Other than as permitted in Sections 3.6(a) or (b), neither the Policy Trailer nor the Branded Slot will not include  third-party advertising and/or third-party mentions for products and services, without NCM's prior written approval.     Section 3.7 Cooperation and Assistance. The Parties agree that the effectiveness and quality of the Service as provided by NCM are  dependent on the cooperation and operational support of both Parties.     (a) Network Affiliate agrees that it (and each of the Theatres) shall at all times during the Term provide NCM, at Network  Affiliate's own cost except as otherwise provided in this Agreement, with the following:



  10

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   (i) internal resources and permissions as reasonably required to effectuate delivery of the Service, including without  limitation projection and sound technicians and other employees to assist with NCM Equipment installation and Digital Content Service  transmission;     (ii) unless unavailable, 24 (hour) by 7 (day) real time access via Network Affiliate's network assets in conformity with  Network Affiliate's network use and security policies (provided in advance to NCM and consistently applied with respect to other Network  Affiliate service providers) to the in-Theatre software and hardware components of the Digital Content Network, so that NCM can monitor the  distribution and playback of the Service and the Parties will reasonably cooperate to ensure that corrections or changes are made as required to  deliver the Service;     (iii) detailed playback information in a form, whether electronic or hard copy, and at such times as either Network  Affiliate or NCM shall reasonably request;     (iv) prompt notification of reception, playback or other technical problems associated with receipt of the Service;     (v) the results of quality audits performed by Network Affiliate periodically during the Term upon NCM's request and  at its direction to confirm playback compliance;     (vi) adequate opportunities to train Network Affiliate personnel, as provided in Section 2.7;     (vii) attendance data film-by-film, rating-by-rating and Theatre-by-Theatre for all Theatres, in an electronic form and in a  format agreed by the Parties, at such times as are consistent with Network Affiliate's internal reporting systems but in any event at least weekly;     (viii) at such times as NCM shall reasonably request but no more often than on a quarterly basis, a list of all Theatres,  including (i) identification of which Theatres are Digitized Theatres, (ii) the number of screens at each Theatre, and (iii) identification of any  Theatres that are not equipped with at least one Lobby Screen to display the Video Display Program; and     (ix) such other information regarding the Services as NCM may reasonably request from time to time;     (b) For the avoidance of doubt, information made available subject to this Section 3.7 shall be subject to the provisions of  Section 13.1 (Confidential Treatment). Network Affiliate agrees to be included in any compliance reporting NCM provides to its advertisers and  other content providers for proof of performance.     (c) NCM and Network Affiliate shall use commercially reasonable efforts to ensure that the Digital Content Network will be  integrated with any network for the delivery of Digital Cinema Services such that the Services can be delivered over such network.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 3.8 Trailers. Trailers that are exhibited in the Theatres shall not include the exhibition or display of any trademark, service mark,  logo or other branding of a party other than the film studio(s), distributor(s), production company(ies); provided, however, Trailers may include  incidental images of products or services which appear in the motion picture (e.g., product placements).     Section 3.9 Customer Access to Pre-Feature Program. Network Affiliate shall use its reasonable efforts to provide audiences access to  the Theatre auditorium for the Pre-Feature Program or Traditional Content Program, as applicable.     Section 3.10 Excluded Theatres; IMAX Screens.     (a) Excluded Theatres. Network Affiliate shall have the right to designate art house and draft house theatres that for purposes of  this Agreement shall be Excluded Theatres. The list of Excluded Theatres identified as of the Effective Date is set forth on Exhibit D. Network  Affiliate shall provide written or electronic notice to NCM, in the form specified by NCM, each time there is a change in its list of Excluded  Theatres. Excluded Theatres shall not be deemed Theatres for purposes of this Agreement. Excluded Theatres will not receive Advertising  Services. Excluded Theatres will not be considered for purposes of the calculation of Advertising Revenue Share. Notwithstanding the foregoing,  Excluded Theatres will be subject to the exclusivity obligations of Network Affiliate, as set forth in Section 6.1, to the same extent as a Theatre  hereunder. With respect to any Theatre subsequently designated as an Excluded Theatre, the parties will negotiate in good faith terms for the  discontinuation of delivery of the Service to such Excluded Theatre.     (b) IMAX Screens. All Theatre screens dedicated to the exhibition of films using IMAX technology shall be deemed IMAX  Screens. IMAX Screens will not receive, and Network Affiliate will have no duty to exhibit on any IMAX Screen, the Digital Carousel, the Pre- Feature Program or the Traditional Content Program; provided however, that Network Affiliate may elect to exhibit the Digital Carousel, the Pre- Feature Program or the Traditional Content Program on its IMAX Screens in its sole discretion. Notwithstanding the foregoing, all IMAX Screens  will be subject to the exclusivity obligations of Network Affiliate, as set forth in Section 6.1 to the same extent as a Theatre hereunder. Network  Affiliate will provide NCM prompt written notice of any additions to or deletions from its list of IMAX Screens, which list appears on Exhibit D.  Network Affiliate shall provide written or electronic notice to NCM, in the form specified by NCM, each time there is a change in its list of IMAX  Screens.     Section 3.11 Grand Openings; Employee Uniforms. Notwithstanding anything herein to the contrary, Network Affiliate shall not be  prohibited from: (i) promoting the grand opening of a Theatre or an Excluded Theatre, provided such promotional activity (x) may occur only for  the thirty (30) day period immediately preceding the opening of the theatre to the general public through the thirty (30) day period immediately  following the opening of the theatre to the general public, and (y) includes local advertising of such opening in exchange for the advertising of  local businesses only, provided any on-screen advertising related thereto shall be subject to availability of on-screen Inventory and limited to one  (1) advertisement thirty (30) seconds in length; and (ii) allowing advertising for the supplier of Network Affiliate employee uniforms to appear on  such uniforms, provided that not more than two individual instances of such advertising ,may appear on any such uniform at any one time.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 3.12 License. NCM hereby grants to Network Affiliate at no cost a limited, non-exclusive, non-transferable, non-sublicenseable,  royalty-free license in the Territory during the Term only to receive, store, convert or otherwise manage, display and exhibit the Service on the  Equipment at Theatres solely in connection with its performance of and subject to all of the terms and conditions of this Agreement. Network  Affiliate may not materially alter the Service or otherwise exhibit the Service in a manner resulting in a material change in an average viewer's  perception of the Service or any Service content, nor may Network Affiliate use or make the Service available for any purpose, at any location, or in  any manner not specifically authorized by this Agreement, including without limitation recording, copying or duplicating the Service or any  portion thereof. Network Affiliate shall at all times use the NCM Equipment and the Service in accordance with such policies and procedures of  NCM as NCM may reasonably impose from time to time. Each party shall be solely responsible for obtaining and providing all rights, licenses,  clearances and consents necessary for the use of any content it provides, or that is prepared or provided on its behalf, as contemplated herein,  except as may otherwise be agreed by the parties in writing; provided, however, that, notwithstanding anything herein that might be construed to  the contrary, NCM shall not be obligated to provide any right, license, clearance or consent necessary to permit the public exhibition of music in  the Theatres (except with respect to background music provided by NCM or its affiliates).     ARTICLE IV  MAINTENANCE AND SUPPORT; MAKE GOODS     Section 4.1 Maintenance Obligation.     (a) At any time that NCM Equipment is installed in any Theatre, Network Affiliate shall use its reasonable efforts to ensure there  is no loss or damage to such NCM Equipment as a result of the standard or foreseeable operations of the Theatres, and to prevent piracy or other  theft of inventory exhibited through the use of the NCM Equipment or otherwise in its possession or control. Network Affiliate further agrees to  keep all NCM Equipment, including without limitation video display terminals, clean, and to promptly notify NCM if any NCM Equipment is not  functioning properly. For any NCM Equipment located in Theatres or otherwise in Network Affiliate's possession or control, Network Affiliate  shall be responsible for any loss, theft or damage of or to NCM Equipment to the extent attributable to the negligence or wrongdoing of Network  Affiliate.     (b) Subject to the foregoing, NCM and/or its subcontractors shall keep and maintain Equipment installed in the Theatres in good  condition and repair. Network Affiliate shall provide NCM and/or its subcontractor's access to the Equipment and such other support services as  NCM and/or its subcontractors reasonably require to provide, or have provided, installation, maintenance and repair services as required  hereunder. Network Affiliate further agrees to require Theatre operations personnel to perform, at NCM's direction, reasonable basic daily  verification of on-screen performance (including written confirmation of on-screen image and audio clarity). More detailed quality audits may be  performed by NCM personnel. NCM will provide Network Affiliate copies of all audit report reconciliations.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 4.2 Software Support. Provided that Network Affiliate is not in breach of this Agreement, NCM shall make available to Network  Affiliate at no cost pursuant to the terms of the license in Section 5.1 below all Software updates and upgrades to the extent such updates and  upgrades have been or are being made generally commercially available by NCM. Unless otherwise agreed to in writing by NCM, Network Affiliate  shall not permit any third party to perform or provide any maintenance or support services with respect to the Digital Content Network or the  Software.     Section 4.3 Service Level Agreement. Network Affiliate agrees to take all actions during the Term that are within its control and  reasonably necessary to permit delivery of the Service to the Theatres as contemplated by this Agreement.     Section 4.4 Make Goods. In the event either Party fails to satisfy its obligation or other agreement to provide Inventory, the Inventory  provided by either Party deviates from the standards imposed under this Agreement, or Inventory is not transmitted or exhibited as part of the  Service due to the inadvertence, negligence or fault of either Party (as may result, for example, from the failure by either party to supply or maintain  equipment or other technology necessary for transmission of the Service as required hereunder), then the Party not at fault may, as its sole and  exclusive remedy therefor, require that the other Party, at its sole expense, deliver make goods sufficient to achieve the level of Inventory  content impressions which would have occurred but for the inadvertence, negligence or fault of the other Party. The parties agree that this  exclusive remedy is essential to the smooth operation of the Service and the consistent performance of the parties under this Agreement. The type  and placement of make goods shall be as mutually agreed, it being the intent of the parties that the value of the make goods shall be substantially  the same as that which the party not at fault would have ordinarily received under this Agreement. All make goods shall be provided in the Theatre  in which the corresponding Inventory would have been exhibited.     ARTICLE V  INTELLECTUAL PROPERTY     Section 5.1 Software License. Subject to the terms and conditions of this Agreement, NCM hereby grants to Network Affiliate, and  Network Affiliate hereby accepts, a non-exclusive, non-transferable, non-sublicenseable, royalty-free limited license to the object code version of  the Software on Equipment at Theatres solely for the limited purpose of performing this Agreement. The parties agree that, as part of the set-up  services NCM will establish one or more connections between the Software and Network Affiliate's point-of-sale software and such other software  of Network Affiliate as is required to deliver the Service. The parties agree that NCM will have real-time access through the connections to  Network Affiliate's point-of-sale software to Network Affiliate's ratings, show-time, and attendance information, as shall be mutually determined  by the parties (the Point-of-Sale Information). The Point-of-Sale Information shall be deemed the Confidential Information of Network Affiliate  for all purposes of this Agreement. The parties will cooperate to ensure that NCM does not receive access through Network Affiliate's point-of- sale software to any information of Network Affiliate other than the Point-of-Sale Information.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 5.2 Software Restrictions. Network Affiliate acknowledges that the Software and any and all components thereof constitute  valuable trade secrets of NCM or its affiliates or licensors. Accordingly, except as may be expressly permitted under this Agreement, Network  Affiliate shall not, nor shall it permit, cause, or authorize any other person or entity to:     (a) Use the Software for any purpose, at any location, or otherwise access the Software in any manner not specifically authorized  by this Agreement;     (b) Make or retain any copy of the Software, except as specifically authorized by this Agreement;     (c) Re-engineer, reverse engineer, decompile, or disassemble the Software or create or recreate the source code for the Software;     (d) Modify, adapt, translate, or create derivative works based upon the Software, or combine or merge any part of the Software  with or into any other software or documentation;     (e) Refer to or otherwise use the Software as part of any effort to develop a program having any functional attributes, visual  expression, or other features similar to those of the Software or to compete with NCM or its affiliates;     (f) Remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or  recorded in the Software, or fail to preserve all copyright and other proprietary notices in any copy of the Software made by Network Affiliate to  the extent copying is permitted by this Agreement;     (g) Sell, market, license, sublicense, distribute, or otherwise grant to any person or entity any right to use the Software or  Documentation;     (h) Use the Software to conduct any type of service bureau or time-sharing operation or to provide remote processing, network  processing, network telecommunications, or similar services to any person or entity, whether on a fee basis or otherwise; or     (i) Attempt to do any of the foregoing.     Section 5.3 License of the NCM Marks.     (a) Subject to the terms and conditions of this Agreement and such other standards, trademark usage guidelines and  specifications as are prescribed by NCM during the term of this Agreement (the NCM Quality Standards), NCM hereby grants to Network  Affiliate, and Network Affiliate hereby accepts, a non-exclusive, non-transferable (except in connection with an assignment of this Agreement in  accordance with Section 14.8 hereof), non-sublicenseable, limited license (i) to use the NCM Marks solely in connection with its receipt and  exhibition of the Service, as approved by NCM in writing in advance, and (ii) to use the NCM Marks in marketing or advertising materials  (Marketing Materials) that have been approved by NCM pursuant to the terms hereof. Network Affiliate acknowledges that NCM is and shall  remain the sole owner of the NCM Marks, including the goodwill of the business symbolized thereby. Network Affiliate recognizes the value of the  goodwill associated with the NCM Marks and acknowledges and agrees that any goodwill arising out of the use of the NCM Marks or any of them  by Network Affiliate shall inure to the sole benefit of NCM for all purposes hereof.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   (b) Prior to using any Marketing Materials or depicting or presenting any NCM Mark in or on any Marketing Materials or  otherwise, Network Affiliate shall submit a sample of such Marketing Materials or other material to NCM for approval. NCM shall exercise  commercially reasonable efforts to approve or reject any such Marketing Materials or other material submitted to it for review within thirty (30)  days from the date of receipt by NCM. Network Affiliate shall not use, publish, or distribute any Marketing Materials or other material unless and  until NCM has approved it in writing. Upon receipt of such approval from NCM for a particular Marketing Materials or other material, Network  Affiliate shall not be obligated to submit to NCM substantially similar material for approval; provided, however, Network Affiliate shall timely  furnish samples of all such material to NCM. For the avoidance of doubt, nothing in this Subsection 5.3(b) shall limit or affect Network Affiliate's  obligations set forth in any other subsection of this Section 5.3 or any other provision of this Agreement.     (c) Any and all use or exercise of rights by Network Affiliate with respect to the NCM Marks shall be subject to and in  accordance with the NCM Quality Standards, and, without limiting such standards, subject to and in accordance with standards of quality and  specifications that conform to or exceed the highest quality standards and specifications achieved by NCM and its licensees in their use and  exercise of rights with respect to the NCM Marks. NCM shall have the right to change the NCM Quality Standards from time to time upon notice to  Network Affiliate.     (d) Network Affiliate shall cause the appropriate designation (TM) or (SM) or the registration symbol (R) to be placed  adjacent to the NCM Marks in connection with the use thereof and to indicate such additional or alternative information as NCM shall specify  from time to time concerning the use by Network Affiliate of the NCM Marks.     (e) Network Affiliate shall not use any NCM Mark in any manner that may reflect adversely on the image or quality symbolized  by the NCM Mark, or that may be detrimental to or tarnish the image or reputation of NCM. Notwithstanding anything herein to the contrary,  NCM shall have the right, at its sole option, to terminate or suspend the trademark license grant provided herein if NCM, in its sole discretion,  determines that Network Affiliate's use of the NCM Marks or any of them is in violation of the terms of this Agreement or of the NCM Quality  Standards, or is otherwise disparaging to NCM's image or reputation, and such use is not conformed to the terms of this Agreement of the NCM  Quality Standards within ten (10) days of receipt of written notice thereof. NCM's obligation to provide any Services dependant upon the use of  the NCM Marks will be suspended during the period of any such suspension or termination, and NCM will have no liability for any failure to  perform such Services during such time period.     (f) Network Affiliate agrees not to use or adopt (i) any trademark or service mark which is confusingly similar to, or a colorable  imitation of, any NCM Mark or any part thereof, (ii) any trademark or service mark in combination with any NCM Mark, or (iii) any NCM Mark in  connection with or for the benefit of any product or service of any other person or entity. Network Affiliate shall not engage in any conduct which  may place NCM or any NCM Mark in a negative light or context, and shall not represent that it owns or has any interest in any NCM Mark other  than as expressly granted herein, nor shall it contest or assist others in contesting the title or any rights of NCM (or any other owner) in and to any  NCM Mark.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 5.4 License of the Network Affiliate Marks.     (a) Subject to the terms and conditions of this Agreement, Network Affiliate hereby grants to NCM, and NCM hereby accepts, a  non-exclusive, non-transferable (except in connection with an assignment of this Agreement in accordance with Section 14.8 hereof), non- sublicenseable, limited license (i) to use the Network Affiliate Marks solely in connection with its delivery of the Service, as approved by Network  Affiliate in writing in advance, and (ii) to use the Network Affiliate Marks in Marketing Materials that have been approved by Network Affiliate  pursuant to the terms hereof. NCM acknowledges that Network Affiliate is and shall remain the sole owner of the Network Affiliate Marks,  including the goodwill of the business symbolized thereby. NCM recognizes the value of the goodwill associated with the Network Affiliate Marks  and acknowledges and agrees that any goodwill arising out of the use of the Network Affiliate Marks by NCM shall inure to the sole benefit of  Network Affiliate for all purposes hereof.     (b) Prior to using any Marketing Material or depicting or presenting any Network Affiliate Mark in or on any marketing or  advertising material or otherwise, NCM shall submit a sample of such Marketing Material or other material to Network Affiliate for approval.  Network Affiliate shall exercise commercially reasonable efforts to approve or reject any such Marketing Material or other material submitted to it  for review within thirty (30) days from the date of receipt by Network Affiliate. NCM shall not use, publish, or distribute any Marketing Material or  other material unless and until Network Affiliate has approved it in writing. Upon receipt of such approval from Network Affiliate for a particular  Marketing Material or other material, NCM shall not be obligated to submit to Network Affiliate substantially similar material for approval;  provided, however, NCM shall timely furnish samples of all such material to Network Affiliate. For the avoidance of doubt, nothing in this  Subsection 5.4(b) shall limit or affect NCM's obligations set forth in any other subsection of this Section 5.4 or any other provision of this  Agreement.     (c) Any and all use or exercise of rights by NCM with respect to the Network Affiliate Marks shall be in accordance with  standards of quality and specifications that conform to or exceed the highest quality standards and specifications achieved by Network Affiliate  and its licensees in their use and exercise of rights with respect to the Network Affiliate Marks, as well as, without limiting the foregoing, such  other standards, trademark usage guidelines, and specifications as are prescribed by Network Affiliate (the Network Affiliate Quality Standards).  Network Affiliate shall have the right to change the Network Affiliate Quality Standards from time to time upon notice to NCM.     (d) NCM shall cause the appropriate designation (TM) or (SM) or the registration symbol (R) to be placed adjacent to the  Network Affiliate Marks in connection with the use thereof and to indicate such additional or alternative information as Network Affiliate shall  specify from time to time concerning the use by NCM of the Network Affiliate Marks.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   (e) NCM shall not use any Network Affiliate Mark in any manner that may reflect adversely on the image or quality symbolized  by the Network Affiliate Mark, or that may be detrimental to the image or reputation of Network Affiliate. Notwithstanding anything herein to the  contrary, Network Affiliate shall have the right, at its sole option, to terminate or suspend the trademark license grant provided herein if it  determines that NCM's use of the Network Affiliate Marks or any of them is in violation of its trademark usage guidelines or is otherwise  disparaging to its image or reputation, and such use is not conformed to such guidelines and other reasonable requests of Network Affiliate within  ten (10) days of receipt of written notice thereof. NCM's obligation to provide any Services dependant upon the use of the Network Affiliate Mark  will be suspended during the period of any such suspension or termination, and NCM will have no liability for any failure to perform such Services  during such time period.     (f) NCM agrees not to use (i) any trademark or service mark which is confusingly similar to, or a colorable imitation of, any  Network Affiliate Mark or any part thereof, (ii) any trademark or service mark in combination with any Network Affiliate Mark, or (iii) any Network  Affiliate Mark in connection with or for the benefit of any product or service of any other person or entity. NCM shall not engage in any conduct  which may place Network Affiliate or any Network Affiliate Mark in a negative light or context, and shall not represent that it owns or has any  interest in any Network Affiliate Mark other than as expressly granted herein, nor shall it contest or assist others in contesting the title or any  rights of Network Affiliate (or any other owner) in and to any Network Affiliate Mark.     ARTICLE VI  MANDATORY PARTICIPATION AND EXCLUSIVITY     Section 6.1 Mandatory Participation and Exclusivity. During the Term, except as expressly provided in this Agreement, including Section  3.6 (Policy Trailer; Branded Slots); those provisions of Part A of Exhibit A that permit Network Affiliate to engage in certain Lobby Promotions;  Section 3.11 (Grand Openings, Employee Uniforms), collectively, the Exclusivity Exceptions, Network Affiliate shall subscribe for and NCM shall  be the exclusive provider to the theatres of the services specifically set forth in the definition of the Service. Except as permitted by the  Exclusivity Exceptions, during the Term, Network Affiliate shall neither engage nor permit a third party (excluding third party designees of NCM as  provided hereunder) to provide, or itself provide, to any of Network Affiliate's theatres any of the services specifically set forth in the definition of  Service. Subject only to the Exclusivity Exceptions, NCM shall be Network Affiliate's exclusive representative with respect to the procurement of  Inventory (including without limitation all on-screen advertising) for the Advertising Services. NCM shall be responsible, at its own expense, for  the coordination and administration of Inventory placement, whether nationally, regionally or locally, including without limitation the acceptance  of insertion orders, invoicing advertisers and other content providers, and the acceptance and collection of payments therefrom. Any Inventory  which has not been sold as of the date for its scheduled exhibition shall be allocated to make goods, remnant advertising, and other revenue- generating advertising. Nothing in this Agreement shall limit or affect (i) NCM's ability to contract or enter into any relationship with any Person  or entity for any product, service, or otherwise, whether or not similar to any products or services provided by NCM under this Agreement, or (ii)  Network Affiliate's ability to contract or enter into any relationship with any Person or entity for any product, service, or otherwise, other than the  services that will be provided exclusively by NCM as set forth in this Section 6.1 and meetings promoted and scheduled by Network Affiliate  theatre personnel as previously referenced in this Section 6.1. All rights with respect to advertising and promotions not explicitly granted  hereunder are reserved to Network Affiliate, including without limitation Network Affiliate's ability to offer and sell advertising to any third party  on any website on the Internet, its telephone ticketing service or other alternative media sources used for ticketing.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   ARTICLE VII  FEES     Section 7.1 Access Fee     (a) Digital Screen Usage Fee. On or before sixty (60) days after the end of each month during the Term, NCM shall pay to  Network Affiliate $30.00 per digitized screen (i.e., a screen connected to the Digital Content Network), provided Network Affiliate provides the  required attendance and screen count information as such information time frames are established by NCM on a monthly basis.     (b) Revenue Sharing. Each Party shall receive 50% of all Net Revenue derived from the sale of advertising Inventory that is  exhibited in the Theatres (the Advertising Revenue Share). For purposes of this Agreement, Net Revenue shall mean gross revenues from the  sale of advertising Inventory exhibited in the Theatres which is actually collected less refunds and any similar disbursements and any applicable  taxes or governmental charges other than ordinary income tax. Net Revenue shall include any revenue received by Network Affiliate, directly or  indirectly, through its use of or otherwise in connection with the Service and alternative or independent digital film distribution. Each party shall  render an accounting to the other on a monthly basis substantiating the calculation of Net Revenue payable during such month pursuant to  Section 8.3.     Section 7.2 Minimum Fee. For each twelve-month period following the Effective Date during the Term, and as long as Network Affiliate's  attendance base in the Theatres for the twelve (12) month period is equal to or greater than 400,000 patrons (the Base Amount), the amount paid  by NCM pursuant to Section 7.1(b) shall be not less than $ .17 per Theatre patron during such period with such amount increasing by 5% on each  anniversary of the Effective Date (the Minimum Fee). The Minimum Fee shall be prorated to account for (i) any periods during which Network  Affiliate's annual attendance base in the Theatres is lower than the Base Amount, and (ii) reductions in revenue associated with Network  Affiliate's rejection of content as permitted under Section 3.4. Any payments made in order to satisfy the Minimum Fee which can be  characterized as an advance of amounts due from advertising clients which is earned but not yet paid shall be deducted from the following  year's payments when such amounts have in fact been collected.     Section 7.3 Payment. Except as otherwise specifically provided in this Agreement, all amounts due by one Party to the other under this  Agreement, less any permitted deductions, shall be paid in full within sixty (60) days after the fiscal month in which such amounts were received  by the paying Party, or the receipt by the paying Party of an invoice therefore, as applicable.



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   Section 7.4 Audit. Each Party shall keep and maintain accurate books and records of all matters relating to the performance of its  obligations hereunder, including without limitation the sale of advertising, in accordance with generally accepted accounting principles. During the  Term and for a period of three (3) years thereafter, each Party, at its sole expense, shall, upon reasonable advance notice from the other party, make  such books and records available at its offices for inspection and audit by the other party, its employees and agents. Any audit with respect to  amounts payable by either party to the other party under this Agreement shall be limited to an audit with respect to amounts to be paid in the  current calendar year and immediately preceding calendar year only. Any period that has been audited pursuant to this Section shall not be  subject to any further audit. In the event an audit of the books and records of a party reveals an underpayment to the other party, the audited  party shall pay to the other party the amount of such underpayment. Any disputes between the Parties relating to the calculation of amounts owed  shall be referred to a mutually satisfactory independent public accounting firm that has not been employed by either party for the two (2) year  period immediately preceding the date of such referral. The determination of such firm shall be conclusive and binding on each party, and  judgment upon any such determination can be entered in any court having jurisdiction over the matter. Each Party shall bear one-half of the fees of  such firm. If the Parties cannot select such accounting firm, then the selection of such accounting firm shall be made by the American Arbitration  Association located in Denver, Colorado. In addition to the foregoing audit rights of the parties, during the Term, NCM and its authorized agents  shall have the right, upon reasonable advance notice, to inspect any Network Affiliate premises or facilities involved in the performance of this  Agreement to confirm the performance and satisfaction of Network Affiliate's obligations hereunder.     ARTICLE VIII  TERM AND TERMINATION     Section 8.1 Term. Unless earlier terminated as provided below, the term of this Agreement shall begin on the Effective Date and shall  continue for a period of five (5) years from the Effective Date (the Initial Term) after which this Agreement may be extended on mutual agreement  of the parties (a Renewal Term, and together with the Initial Term, the Term). If either party wishes to extend the Initial Term it shall provide  notice to the other not later than 180 days, nor sooner than 270 days, before the end of the Initial Term. The parties shall then engage in  discussions regarding renewal for a period of 30 days. If no agreement is reached during that 30-day period, then neither party shall have any  obligation to extend this Agreement beyond the Initial Term.     Section 8.2 Termination by Either Party. Either Party may terminate this Agreement, immediately, by giving written notice of termination  to the other, and without prejudice to any other rights or remedies the terminating party may have, if:



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   (a) The other Party breaches any material provision of this Agreement, other than any provision of Section 14.8 or Articles V or  XIII, and fails to cure such breach within thirty (30) days after receipt from the terminating party of written notice of the breach.     (b) The other Party breaches any provision of Section or 14.8 or Articles V or XIII, and, to the extent such breach is susceptible  to cure, fails to cure such breach within five (5) days after receipt from the terminating party of written notice of the breach. Notwithstanding  anything else to the contrary herein, if the breach is not susceptible to cure, this Agreement will terminate immediately as of such breach, with or  without any notice from the terminating party.     (c) (i) A voluntary petition is commenced by the other Party under the United States Bankruptcy Code, as amended, 11 U.S.C. §  101 et seq., (ii) the other Party has an involuntary petition commenced against it under the Bankruptcy Code and such petition is not dismissed  within sixty (60) days after filing, (iii) the other Party becomes insolvent, (iv) any substantial part of the other Party's property becomes subject to  any levy, seizure, assignment, application, or sale for or by any creditor or governmental agency, or (v) the other Party liquidates or otherwise  discontinues all or most of that portion of its business operations which are related to this Agreement.     Section 8.3 Termination by NCM. NCM may terminate this Agreement upon thirty (30) days written notice to Network Affiliate in the  event that distribution of the Service to all of the Theatres listed on Exhibit B is permanently discontinued.     Section 8.4 Survival. Sections 2.3, 5.2, 5.3, 5.4, 8.4, 8.5, 11.1, 11.2, 11.3 and 11.6 and Articles VII, IX, X, XII, and XV shall survive any  expiration or termination of this Agreement.     Section 8.5 Effect of Termination. Upon termination or expiration of this Agreement, and upon reasonable prior notice to Network  Affiliate, NCM shall be entitled to enter the Theatres upon reasonable prior written notice, and any other premises of Network Affiliate where any  NCM Property may be located, and recover any and all NCM Property, unless Network Affiliate chooses to purchase such Property based on a  straight line five year depreciated value. In addition, each Party shall promptly deliver to the other or, at the other Party's option, permit the other  Party to enter its premises and recover any Equipment in the first Party's possession, custody or control which may be owned by the other Party  pursuant to Section 2.3 hereof. Each Party shall fully cooperate in this effort. NCM shall be obligated to restore all premises from which it removes  NCM Property or Equipment to its previous condition, reasonable wear and tear excepted. In addition, any and all licenses granted by either party  to the other under this Agreement shall immediately terminate, and NCM shall be entitled to immediately discontinue the Service. Notwithstanding  termination of this Agreement, each party shall pay to the other, within five (5) days after the effective date of such termination, any and all fees  (including costs and expenses) owed hereunder as of such termination.     Section 8.6 Suspension of Services. On the occurrence of any event which would permit NCM to terminate this Agreement, in addition to  any and all other rights and remedies to which NCM may be entitled at law or in equity, NCM may, without terminating this Agreement, and in its  sole discretion and without further notice to Network Affiliate, suspend performance of any or all of its obligations under this Agreement  (including, without limitation, by activating internal controls in systems or software that are designed to deny Network Affiliate use of or access to  NCM Property) until and unless NCM determines, in its sole discretion and upon whatever conditions NCM chooses to impose on Network  Affiliate, to resume performance of some or all of the suspended obligations.



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   ARTICLE IX  REPRESENTATIONS AND WARRANTIES     Section 9.1 Representations and Warranties. Each party represents and warrants that:     (a) It (i) is duly formed and organized, validly existing, and in good standing under the laws of the jurisdiction of its formation  and incorporation and has the power and authority to carry on its business as carried on, and (ii) has the right to enter into this Agreement and to  perform its obligations under this Agreement and has the power and authority to execute and deliver this Agreement.     (b) Any registration, declaration, or filing with, or consent, approval, license, permit or other authorization or order by, any  governmental or regulatory authority, domestic or foreign, that is required to be obtained by it in connection with the valid execution, delivery,  acceptance and performance by it under this Agreement or the consummation by it of any transaction contemplated hereby has been completed,  made, or obtained, as the case may be.     (c) Each party is the exclusive owner of, or otherwise has or will have timely obtained all rights, licenses, clearances and  consents necessary to make the grants of rights made or otherwise perform its obligations under this Agreement.     (a) Neither party will at any time, except to the extent necessary to assert or defend its rights under this Agreement: (i) challenge  or otherwise do anything inconsistent with the other party's right, title or interest in its property, (ii) do or cause to be done or omit to do anything,  the doing, causing or omitting of which would contest or in any way impair or tend to impair the rights of the other party in its property, or (iii)  assist or cause any person or entity to do any of the foregoing.     Section 9.2 Disclaimers.     (a) Equipment Disclaimer. EXCEPT AS EXPRESSLY AND EXPLICITLY SET FORTH IN THIS ARTICLE, INCLUDING,  WITHOUT LIMITATION, ANY REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 9.1(c), ANY AND ALL INFORMATION,  PRODUCTS, AND SERVICES, INCLUDING, WITHOUT LIMITATION, THE NCM PROPERTY, IS PROVIDED AS IS AND WITH ALL  FAULTS AND NCM MAKES NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ALL REPRESENTATIONS AND  WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE,  USAGE OF TRADE, OR OTHERWISE INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. NCM MAKES NO REPRESENTATION THAT THE  SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.



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   (b) Services Disclaimer. NCM DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES THAT THE SERVICE WILL BE  UNINTERRUPTED OR ERROR-FREE AND DISCLAIMS ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE WITH REGARD  TO THE SERVICES.     ARTICLE X  INDEMNIFICATION     Section 10.1 Network Affiliate Indemnification. Network Affiliate shall defend, indemnify, and hold harmless NCM and its officers,  directors, shareholders, contractors, employees, representatives, agents, successors, and assigns (collectively, Representatives) from and  against any and all losses, obligations, risks, costs, liabilities, settlements, damages, judgments, awards, fines, penalties, and expenses (including,  without limitation, reasonable attorneys' fees) (collectively, Costs) suffered or incurred in connection with or as a result of, and from and against  any and all third party claims, suits, actions, or proceedings actually or allegedly arising out of, based upon, or relating to, (i) any breach by  Network Affiliate of Article IX, (ii) infringement by any information, content or other materials supplied by or on behalf of Network Affiliate  hereunder (including the Brand) of any third party U.S. patent, trademark, or copyright right arising from NCM's use of such materials in  accordance and compliance with this Agreement, provided such Costs have been finally awarded by a court of competent jurisdiction or approved  by Network Affiliate as part of a settlement, (iii) any use of any NCM Property other than as authorized by this Agreement, or (iv) Network  Affiliate's fraud, willful misconduct, or noncompliance with law.     Section 10.2 NCM General Indemnification. NCM shall defend, indemnify, and hold harmless Network Affiliate and its Representatives  from and against any and all Costs suffered or incurred in connection with or as a result of, and from and against any and all third party claims,  suits, actions, or proceedings actually or allegedly arising out of, based upon, or relating to, (i) any breach by NCM of Article IX, or (ii) NCM's  fraud, willful misconduct, or noncompliance with law.     Section 10.3 NCM Infringement Indemnification.     (a) Indemnifications Obligations. NCM shall defend, indemnify and hold harmless Network Affiliate and its Representatives  from and against any and all Costs suffered or incurred arising from any and all third party claims, suits, actions, or proceedings to the extent  actually or allegedly arising out of, based upon, or relating to any infringement by the NCM Property (but excluding any Equipment) of any third  party U.S. trademark, copyright, or patent issued as of the Effective Date, arising from Network Affiliate's use of the NCM Property in accordance  and compliance with this Agreement.



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   (b) Additional Remedies. In addition to, but not in limitation of, NCM's obligations under Section 10.3 (a) above, NCM may, at  its sole option, in the event that any claim, suit, proceeding, or action is brought or threatened for which NCM may be obligated under Section 10.3 (a) to indemnify Network Affiliate: (i) replace or modify the NCM Property to render it non-infringing; (ii) secure for Network Affiliate the right to  use the NCM Property; or (iii) terminate this Agreement under the provisions of Article X. In the event NCM chooses to terminate this Agreement  under Article X hereof, NCM shall refund to Network Affiliate the portion (if any) of the total amount of license fees actually paid to NCM by  Network Affiliate hereunder during the two-year period immediately preceding the date of the claim for indemnification, depreciated according to a  five-year straight line depreciation.     (c) Limitations of Obligations. NCM shall not have any liability to Network Affiliate under this Section 10.3 for any alleged  infringement based in any part on: (i) any Service content or Confidential Information supplied by or on behalf of Network Affiliate; (ii) the  combined use of the NCM Property with software or hardware products or other technology or materials not provided or owned by NCM; (iii)  additions or modifications to the NCM Property not made by NCM; (iv) use or installation of the NCM Property in accordance with designs or  specifications not provided by NCM; or (v) use of any legacy or superseded version of NCM Property if such infringement would have been  avoided by use of a more recent version of the NCM Property made available to Network Affiliate. The obligations under this Section 10.3 state the  entire liability of NCM and are Network Affiliate's sole and exclusive remedies, with respect to intellectual property infringement.     Section 10.4 Defense of Action. A Party offering indemnification or defense under this Article X (each, an Indemnitor) shall have the  right to control the defense and settlement of any and all claims, suits, proceedings, and actions for which such Indemnitor is obligated to  indemnify, hold harmless, and defend hereunder, but the Party or Representative of a Party receiving such indemnification or defense under this  Article X (each, the Indemnitee) shall have the right to participate in such claims, suits, proceedings, and actions at its own cost and expense.  An Indemnitor shall have no liability under this Article unless the Indemnitee gives notice of such claim to the Indemnitor promptly after the  Indemnitee learns of such claim so as to not prejudice the Indemnitor. Under no circumstance shall either party hereto settle or compromise or  consent to the entry of any judgment with respect to any claim, suit, proceeding, or action that is the subject of indemnification hereunder without  the prior written consent of the other party, which consent shall not be withheld or delayed unreasonably.     Section 10.5 Limitations.     (a) EXCEPT IN CONNECTION WITH A BREACH OF ARTICLE XIII OF THIS AGREEMENT AND WITH THE EXCEPTION OF  THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES UNDER ARTICLE X, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE  OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE,  EXEMPLARY, OR EXTRA-CONTRACTUAL DAMAGES OF ANY KIND WHATSOEVER ARISING FROM OR CONNECTED WITH THIS  AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES, OR LOSS OF BUSINESS, REGARDLESS OF LEGAL  THEORY, WHETHER OR NOT FORESEEABLE, EVEN IF EITHER PARTY HERETO HAS BEEN ADVISED OF THE POSSIBILITY OR  PROBABILITY OF SUCH DAMAGES AND EVEN IF THE REMEDIES OTHERWISE PROVIDED BY THIS AGREEMENT FAIL OF THEIR  ESSENTIAL PURPOSE. THE REMEDIES PROVIDED BY THIS AGREEMENT AND THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE  RISKS OF THIS AGREEMENT BETWEEN THE PARTIES, SOME OF WHICH MAY BE UNKNOWN OR UNDERMINABLE. THESE  LIMITATIONS ARE A MATERIAL INDUCEMENT FOR THE PARTIES TO THIS AGREEMENT TO ENTER INTO THIS AGREEMENT, AND  THE PARTIES TO THIS AGREEMENT HAVE RELIED UPON THESE PROVISIONS IN DETERMINING WHETHER OR NOT TO ENTER INTO  THIS AGREEMENT.



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   (b) EXCEPT IN CONNECTION WITH A BREACH OF ARTICLE XIV HEREUNDER, AND WITH THE EXCEPTION OF THE  INDEMNIFICATION OBLIGATIONS OF THE PARTIES UNDER ARTICLE X, THE AGGREGATE TOTAL LIABILITY OF EITHER PARTY TO  THE OTHER PARTY AND TO ALL OTHER PERSONS AND ENTITIES UNDER THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES  EXCEED THE AMOUNT OF THE NET REVENUE RECEIVED BY NCM PURSUANT TO SECTION 7.2 OF THIS AGREEMENT DURING THE FIVE  (5) YEAR PERIOD PRECEDING SUCH LIABILITY, LESS IN ANY CASE THE AGGREGATE OF ANY AMOUNTS PAID BY NCM HEREUNDER  ON ACCOUNT OF PREVIOUS EVENTS OF LIABILITY.     ARTICLE XI  ADDITIONAL RIGHTS AND OBLIGATIONS     Section 11.1 Assistance. Each Party, upon the request of the other, shall perform any and all further acts and execute, acknowledge, and  deliver any and all documents which the other party determines in its sole reasonable judgment may be necessary, appropriate, or desirable to  carry out the intent and purposes of this Agreement, including without limitation to document, perfect, or enforce NCM's right, title, or interest in  and to any NCM Property or Derived Works.     Section 11.2 Infringement. Network Affiliate shall notify NCM promptly, in writing, of any alleged, actual or threatened infringement,  violation, misappropriation, imitation, simulation, or misuse of or interference with (Infringement) any NCM Property or Derived Work of which  Network Affiliate knows or which Network Affiliate has reason to suspect. NCM has the sole and exclusive right to determine whether to take any  action on or related to any such Infringements. NCM has the sole right to employ counsel of its choosing and to direct any litigation and  settlement of Infringement actions. Any recoveries, damages and costs recovered through such proceedings, suits, or hearings shall belong  exclusively to NCM.     Section 11.3 Non-Competition and Non-Solicitation.     (a) During the Term, except as otherwise provided in this Agreement, Network Affiliate and its affiliates agree not to engage or  participate in any business, hold equity interests, directly or indirectly, in another entity, whether currently existing or hereafter created, or  participate in any other joint venture that competes or would compete with any business that NCM is authorized to conduct in the Territory  pursuant to this Agreement, whether or not NCM is actually conducting such business in a particular portion of the Territory. The foregoing  restrictions shall not apply (i) in the event Network Affiliate or its affiliate acquires a competing business as an incidental part of an acquisition of  any other business that is not prohibited by the foregoing, if Network Affiliate disposes of the portion of such business that is a competing  business as soon as commercially reasonable, (ii) to any direct or indirect ownership or other equity investments by Network Affiliate or its  affiliates in such other competing business that represents in the aggregate less than 10% of the voting power of all outstanding equity of such  business, or (iii) in the event Network Affiliate enters into any agreement for the acquisition or installation of equipment or the provision of  services on customary terms that does not violate the exclusivity of NCM hereunder with any entity that has other businesses and provides other  services that may compete with NCM.



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   (b) During the Term and for a period of twelve (12) months thereafter Network Affiliate will not, without NCM's prior written  consent, either alone or in concert with others directly or indirectly solicit, entice, induce, or encourage: (i) any employee, contractor or agent of  NCM to terminate his or her employment, contractor or agency relationship with NCM, (ii) any client of NCM to discontinue using NCM's services  or products, (iii) any client of NCM to refer prospective clients to one or more competitors of NCM or to discontinue referring prospective clients  to NCM, (iv) any NCM employee, client, or prospective client to breach any agreement with NCM, or (v) any existing or proposed arrangement or  other community or institutional affiliation to discontinue the affiliation or relationship with NCM. For purposes of this Section 11.3 the term NCM  shall include NCM and its affiliates.     Section 11.4 Theatre Passes. Network Affiliate shall provide to NCM during each month of the Term 25 complimentary Theatre passes  that will not expire any earlier than 120 days from the date of issuance. The passes shall be provided to NCM at least 30 days prior to the month in  which such passes first become valid.     Section 11.5 Compliance with Law. Network Affiliate and NCM shall at all times operate and conduct its business, including, without  limitation, exercising its rights under this Agreement, in compliance with all applicable international, national, state, and local laws, rules, and  requirements.     Section 11.6 Insurance. Network Affiliate shall maintain with financially sound and reputable insurance companies insurance on the  Theatres and the Equipment in such amounts and against such perils as Network Affiliate deems adequate for its business. NCM shall maintain  with financially sound and reputable insurance companies insurance for its business and Equipment in such amounts and against such perils as  NCM deems adequate for its business, including the installation services set forth in Section 2.2 herein. Each Party will name the other Party  (including its agents, officers, directors, employees and affiliates) as an additional insured on such policies of insurance.     ARTICLE XII  OWNERSHIP     Section 12.1 NCM Property. As between NCM and Network Affiliate, NCM owns, solely and exclusively, any and all right, title, and  interest in and to the Service (including all Service content supplied by or on behalf of NCM, but excluding any Service content supplied by or on  behalf of Network Affiliate), the Marks, the Software, NCM's Confidential Information, the Digital Content Network, and any and all other data,  information, equipment (excluding any rights to Equipment held by Network Affiliate pursuant to Article II), material, inventions, discoveries,  processes, methods, technology, know-how, written works, software, works of visual art, audio works, and multimedia works provided, developed,  created, reduced to practice, conceived, or made available by or on behalf of NCM to Network Affiliate or used by NCM to perform any of its  obligations under or in connection with this Agreement, as well as any and all translations, improvements, adaptations, reproductions, look-and- feel attributes, and derivates thereof (collectively, the NCM Property), and, except as expressly and explicitly stated in this Agreement, reserves  all such right, title, and interest.



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   Section 12.2 Derived Works. Any and all data, information, and material created, conceived, reduced to practice, or developed by or on  behalf of either Party, whether alone, in connection with the other Party or any third party, including, without limitation, written works, processes,  methods, inventions, discoveries, software, works of visual art, audio works, look-and-feel attributes, and multimedia works, based on, using, or  derived from, in whole or in part, any NCM Property, whether or not done on NCM's facilities, with NCM's equipment, or by NCM personnel, and  any and all right, title, and interest therein and thereto (including, but not limited to, the right to sue for past infringement) (collectively, Derived  Works), shall be owned solely and exclusively by NCM, and Network Affiliate agrees to and hereby does assign, transfer, and convey to NCM  (and will ensure than any third party acting with or on behalf of Network Affiliate assigns, transfers, and conveys to NCM any and all right, title, or  interest in or to any Derived Work which it may at any time acquire by operation of law or otherwise. To the extent any Derived Works are  included in the Service, NCM hereby grants to Network Affiliate during the Term a non-exclusive, non-transferable, non-sublicenseable license to  such Derived Works solely for use in connection with the Service as expressly provided by this Agreement. The restrictions on use of the  Software set forth in Section 5.2 shall apply with equal force to Network Affiliate's use of any Derived Works, and such restrictions are hereby  incorporated in and made a part of this Section 12.2.     Section 12.3 No Title. This Agreement is not an agreement of sale, and no title or ownership interest in or to any NCM Property is  transferred to Network Affiliate as a result of or pursuant to this Agreement. Further, Network Affiliate acknowledges that its exercise of rights  with respect to the NCM Property shall not create in Network Affiliate any right, title or interest in or to any NCM Property and that all exercise of  rights with respect to the NCM Property and the goodwill symbolized thereby or connected therewith will inure solely to the benefit of NCM.     ARTICLE XIII  CONFIDENTIALITY     Section 13.1 Confidential Treatment. Each party acknowledges that the other's Confidential Information contains valuable trade secret  and proprietary information of that party. Each party agrees to permanently hold, and cause its personnel to hold, all Confidential Information of  the other party in strict confidence, except that each party may: (i) disclose the Confidential Information of the other party that is required to be  disclosed by governmental agencies, regulatory authorities, or pursuant to court order, but only to the extent such disclosure is required by law  and only if such party provides prompt prior written notice to the other party of the disclosure, and (ii) subject to the terms and conditions of this  Agreement, use the Confidential Information of the other party only to the extent necessary to perform its obligations under this Agreement.  Except as specifically permitted by this Agreement, neither party shall duplicate or use, or permit the duplication or use of, any Confidential  Information of the other party or disclose or permit the disclosure of such Confidential Information to any person or entity. Each party shall limit  use, possession, and disclosure of, and shall limit access to, the Confidential Information of the other party only to those of its employees or  representatives whose performance under this Agreement requires such use, possession, disclosure, or access and who have signed  confidentiality and non-disclosure agreements protecting the confidentiality of the Confidential Information at least to the same extent as such  information is protected under this Agreement. Any duplication, use, disclosure, or other act or omission by any person or entity that obtains  access to or possession of Confidential Information through the receiving party that would be a breach of this Agreement if committed by the  receiving party shall be a breach of this Agreement by the receiving party for which the receiving party shall be responsible. For the avoidance of  doubt, neither party shall issue any press release or other public announcement concerning this Agreement, including without limitation its  existence, without the prior written approval of the other party. It shall not be a violation of this XIII for a party to disclose to any person or entity  the tax treatment and tax structure of the transactions contemplated under this Agreement and all materials of any kind (including without  limitation opinions or other tax analyses) relating to such tax treatment or tax structure.



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   Section 13.2 Point-of-Sale Information. Due to the sensitive nature of the Point-of-Sale Information, NCM will establish a Chinese Wall  around the Point-of-Sale Information to prevent the disclosure of the Point-of-Sale Information under any circumstances to any theatre operator  that is a competitor of Network Affiliate, any employees or agents of any affiliate of NCM, including the board of directors thereof and employees  thereof with operational responsibility, except to the extent such employees or agents have a need to know such information to permit NCM's  performance under this Agreement. Notwithstanding the preceding sentence, but subject to the confidentiality restrictions of Section 13.1, NCM  shall be permitted to disclose the Point-of-Sale Information in aggregate form.     Section 13.3 Injunctive Relief. Due to the unique and proprietary nature of the NCM Property, the Derived Works and the Confidential  Information, it is understood and agreed that each party's remedies at law for a breach of this Article XIII will be inadequate and that each party  shall, in the event of any such breach or the threat of such breach, be entitled to equitable relief (including without limitation provisional and  permanent injunctive relief and specific performance). In addition, Network Affiliate hereby expressly waives the right to a hearing prior to the  issuance of any order by a court of competent jurisdiction granting possession of any NCM Property or Derived Work to NCM. The parties shall  be entitled to the relief described in this Section 13.3 without the requirement of posting a bond. Nothing stated herein shall limit any other  remedies provided under this Agreement or available to the parties at law.     ARTICLE XIV  MISCELLANEOUS     Section 14.1 Notices. All notices, consents, and other communications between the parties under or regarding this Agreement shall be in  writing and shall be sent to the recipient's address set forth in this section. Such communications shall be deemed to have been received on the  date actually received.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011









  Either party may change its address for notices by giving written notice of the new address to the other party in accordance with this  section, but any element of such party's address that is not newly provided in such notice shall be deemed not to have changed.     Section 14.2 Waiver; Remedies. The waiver or failure of either party to exercise any right provided hereunder shall not be deemed a  waiver of such right in the future or a waiver of any other rights established under this Agreement. All remedies available to either party hereto for  breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed  an election of such remedy to the exclusion of other remedies.     Section 14.3 Severability. Should any term or provision of this Agreement be held to any extent unenforceable, invalid, or prohibited  under law, then such provision shall be deemed restated to reflect the original intention of the parties as nearly as possible in accordance with  applicable law and the remainder of this Agreement. The application of any term or provision restated pursuant hereto to persons, property, or  circumstances other than those as to which it is invalid, unenforceable, or prohibited, shall not be affected thereby, and each other term and  provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.     Section 14.4 Integration; Headings. This Agreement and the exhibits hereto (each of which is made a part hereof and incorporated herein  by this reference) constitute the complete and exclusive statement of the agreement between the parties with respect to the subject matter of this  Agreement, and this Agreement supersedes any and all other prior or contemporaneous oral or written communications, proposals,  representations, and agreements, express or implied. This Agreement may be amended only by mutual agreement expressed in writing and signed  by both parties. Headings used in this Agreement are for reference only and shall not affect the interpretation of this Agreement.     Section 14.5 Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an  ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or  burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.     Section 14.6 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 or of any  partner, stockholder, member or other equity holder of either party hereto, and any recourse, whether in common law, in equity, by statute or  otherwise, against any such individual or entity is hereby forever waived and released.



  NCM: National CineMedia, LLC  9110 E. Nichols Ave., Suite 200  Centennial, CO 80112  Attention: Gene Hardy, Esq., EVP and General Counsel

  Network Affiliate: Digital Cinema Destinations Corp.  250 Broad Street  Westfield, New Jersey 07090  Attention: Bud Mayo, Chairman/CEO

  29

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 14.7 Dispute Resolution.     (a) Governing Law. This Agreement shall be binding on the Parties as of the date hereof and is to be construed in accordance  with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the application of  the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the Parties.     (b) Jurisdiction. Each Party hereto agrees that any legal action or other legal proceeding relating to this Agreement or the  enforcement of any provision of this Agreement shall be brought or otherwise commenced exclusively in any state or federal court located in New  York, New York. Subject to the preceding sentence, each Party hereto:     (i) expressly and irrevocably consents and submits to the jurisdiction of each state and federal court located in New  York, New York (and each appellate court located in the State of New York) in connection with any such legal proceeding, including to enforce any  settlement, order or award;     (ii) consents to service of process in any such proceeding in any manner permitted by the laws of the State of New  York, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 15.01  is reasonably calculated to give actual notice;     (iii) agrees that each state and federal court located in New York, New York shall be deemed to be a convenient forum;     (iv) waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding  commenced in any state or federal court located in New York, New York, any claim that such Party is not subject personally to the jurisdiction of  such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this  Agreement or the subject matter hereof or thereof may not be enforced in or by such court; and     (v) agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section  by the state and federal courts located in New York, New York and in connection therewith hereby waives, and agrees not to assert by way of  motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public  policy of the laws of the State of New York or any other jurisdiction.     (c) Costs and Expenses. In the event of any action or other proceeding relating to this Agreement or the enforcement of any  provision of this Agreement, the prevailing party (as determined by the court) shall be entitled to payment by the non-prevailing party of all costs  and expenses (including reasonable attorneys' fees) incurred by the prevailing party, including any costs and expenses incurred in connection  with any challenge to the jurisdiction or the convenience or propriety of venue of proceedings before any state or federal court located in New  York, New York.



  30

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 14.8 Assignment. Network Affiliate may not assign or transfer, by operation of law or otherwise, any of its rights under this  Agreement or delegate any of its duties under this Agreement to any third party without NCM's prior written consent, which consent shall not be  unreasonably withheld, conditioned or delayed. For the purposes of this Agreement, any change of control, merger, consolidation, or acquisition  of all or substantially all of the assets of Network Affiliate (collectively, a Change of Control) shall be deemed an assignment. This Agreement  shall not be assignable by either party unless the assignee expressly assumes in writing the obligations of the assignor hereunder. Any attempted  assignment in violation of this section shall be void.     Section 14.9 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money  owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or  any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other  party of the circumstances causing the delay and to resume performance as soon as possible.     Section 14.10 Third Party Beneficiary. The parties hereto do not intend, nor shall any clause be interpreted, to create under this  Agreement any obligations or benefits to, or rights in, any third party from either NCM or Network Affiliate. Neither party hereto is granted any  right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the other party, or to bind  the other party in any matter or thing whatever. No affiliate of NCM shall have any liability or obligation pursuant to this Agreement. NCM shall be  solely responsible, and Network Affiliate agrees to look solely to NCM, for the satisfaction of NCM's obligations under this Agreement.     Section 14.11 Export. Network Affiliate acknowledges that the Software and the Confidential Information of NCM are subject to the  export controls of the United States. Network Affiliate acknowledges that it has no right to, and further agrees that it will not, export or otherwise  transfer or permit the transfer of any Software or Confidential Information of NCM outside the United States. Network Affiliate will defend,  indemnify, and hold harmless NCM from and against all fines, penalties, liabilities, damages, costs, and expenses incurred by NCM as a result of  any failure to comply with the preceding sentence.     Section 14.12 Independent Contractors. Network Affiliate's relationship to NCM is that of an independent contractor, and neither party  is an agent or partner of the other. Network Affiliate will not have, and will not represent to any third party that it has, any authority to act on  behalf of NCM.     Section 14.13 Counterparts. This Agreement may be executed in any number of separate counterparts each of which when executed and  delivered to the other party hereto shall be an original as against the party whose signature appears thereon, but all such counterparts shall  together constitute one and the same instrument.



  31

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.







  DIGITAL CINEMA DESTINATIONS CORP.         By: /s/ A. Dale Mayo          By: A. Dale Mayo    Name:     Title:

  NATIONAL CINEMEDIA, LLC        By: /s/ Robert W. Brouillette    Name: Robert W. Brouillette    Title: Senior Vice President

  32

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   EXHIBIT A     Services



   All lobby promotions and other in-theatre promotional activities (excluding the Digital Content Service, the Traditional Content  Program and other on-screen content), but specifically excluding the following promotional activities (which Network Affiliate  shall retain the right to perform and have performed on its behalf):     promotional activities arising under the Beverage Agreement with Pepsi dated January 1, 2011 .      (1) poster case advertising and other lobby or in-theatre promotions for (w) film festivals or events organized by Network  Affiliate (unless such poster cases have been sold by NCM), (x) fundraising programs conducted by Network Affiliate for any  non-profit organizations, (y) full-length theatrical productions, and (z) Theatre Advertising;     (2) logos for Network Affiliate, beverage and concession suppliers on digital menu boards at the concession stand or digital  displays at the box office of manufacturers of such products;     (3) advertising and/or signage pursuant to the IMAX agreement (if applicable);     (4) any trademark, service mark, logo or other branding of Network Affiliate (or its theatre-operating Affiliates), film studio(s),  distributors and production companies; and     (5) advertising in the proposed playbill type Box Office magazine that may be distributed at the Theatres; provided, however,  that Network Affiliate shall insure that the restrictions and standards, including, without limitations those such as are set forth in  Article III of this Agreement, are imposed by Network Affiliate on or respect to any such advertising.

   The Digital Content Service (which includes the Pre-Feature Program, Policy Trailer and the Video Display Program), the Digital Carousel  and the Traditional Content Program, and all other on-screen content which is exhibited in Theatre auditoriums prior to the feature film  presentation, but specifically excluding Trailers.



A. Advertising Services consist of the following:

  Lobby Promotions means as follows:

  Digital Content Service, Digital Carousel and Traditional Content Program

  A-1

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   EXHIBIT A-1     Network Affiliate  Inventory For Lobby Promotions     The Inventory of Lobby Promotions for each Theatre to which NCM has pre-approved access is as listed below. Per Flight (unless otherwise  specified below), NCM may provide each Theatre with any combination of Lobby Promotions as described below.

   *Pre approved vehicle list theatres onl y  **Background music optional



Item Inventory per Flight Quantity Spec          Box Office Handout 2 programs per Theatre Same 3x5 2-sided  (1 handout per transaction)             Exit Sampling 1 program per Theatre Same           Poster Case 1 program per Theatre varies (below) 27x40      Live Area 24x38  (1-11 screens: 1 poster; 12 screens: 2 posters; 13-20 screens: 3 posters; 21+ screens: 4 posters)         Tabling/Demo 1 program per Theatre 1 per client 4-6' table  (No active recruitment of patrons)             Vehicle/Motorcycle* 1 program per Theatre 1 per client           Background Music** 1 program per Theatre N/A N/A          Counter Cards 2 programs per Theatre 2-3 per client 13x16.5x4          Static Clings 1 program per Theatre 2-3 per client 4x6    per quarter             Lobby Display 2 programs per Theatre 1 per client 4'x6'          Lobby Standee 2 programs per Theatre 1 per client 3'x5'          Floor Mats 1 program per Theatre 1 per client 4x6'    per quarter

  A-1-1

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   EXHIBIT B     Theatres     Rialto Theater  250 East Broad Street  Westfield, NJ 07090    Cranford Theater  25 North Avenue West  Cranford, NJ 07016    Bloomfield 8  863 Park Avenue  Bloomfield, CT 06002



  B-1

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   EXHIBIT C     Marks     NCM Marks     National CineMedia     FirstLook     NCM        Network Affiliate Marks     DIGITAL CINEMA DESTINATIONS CORP.    Digiplex Destinations Cinema Reinvented



  C-1

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   EXHIBIT D     Excluded Theatres and IMAX Screen        None



D-1

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011 
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?

SOLUTION:
57040