In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.
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Question: Exhibit 10.B.01 EXECUTION COPY

VIDEO-ON-DEMAND CONTENT LICENSE AGREEMENT between Rogers Cable Communications Inc. (Rogers) and EuroMedia Holdings Corp. (Licensor) offering EurocinemaSM Video-on-Demand service made as of July 11 , 2006 (the Effective Date) (the Agreement)

1. RIGHTS GRANTED Licensor grants to Rogers the non-exclusive license and right to distribute and exhibit in Canada (the Territory) all entertainment programming to which Licensor owns or controls the VOD distribution and exhibition rights in the Territory (collectively, Licensed Programs) to residential subscribers of Rogers' digital cable television service on a Video-on-Demand (VOD) basis. For clarity, the VOD service that Rogers provides to such subscribers shall hereinafter be referred to as the ROD Service. 2. LICENSED PROGRAMS. (a) Subject to Section 3, Licensor shall forthwith provide to Rogers a comprehensive list (including title, length of program, license period and availability date) of all currently available Licensed Programs. During the Term, Licensor shall use best efforts to add newly available Licensed Programs to such list, and may periodically delete Licensed Programs from such list; provided, however, that: (i) Licensor shall provide to Rogers at least ninety (90) days prior notice of the availability date of any Licensed Program added to such list during the Term; (ii) Licensor shall provide to Rogers at least sixty (60) days prior notice of the deletion of any Licensed Program from such list; and (iii) Licensor shall be responsible for any and all reasonable costs and/or losses incurred by Rogers as a result of any deletions from such list during the Term. (b) Rogers reserves the right, in its sole discretion, to determine which Licensed Programs to distribute and exhibit on the ROD Service and, without limiting the generality of the foregoing, may decline to distribute or exhibit any Licensed Program that it determines, in its sole discretion, is unsuitable for distribution or exhibition on the ROD Service. (c) Licensor shall use commercial reasonable efforts to provide Rogers with Licensed Programs with closed captioning. 3. AVAILABILITY DATE. (a) Subject to Section 3(b), the availability date for any Licensed Program that is a feature-length motion picture or direct-to-video product shall be no later than ninety (90) days following the date on which such Licensed Program is made available for home video distribution within the U.S or the Territory.

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007

(b) In the event that Licensor grants to another VOD or Pay-Per-View (PPV) service provider in the U.S. or the Territory the right to distribute or exhibit any Licensed Program on an earlier availability date, then Licensor shall also grant to Rogers the right to distribute and exhibit such Licensed Program on such earlier availability date, on the terms provided herein. (c) Licensor shall not authorize the distribution or exhibition of any Licensed Program by any other means, including, without limitation, television (other than PPV) and internet, for a period of ninety (90) consecutive days following such Licensed Program's VOD availability date. 4. LICENSE PERIOD. During the Term, Rogers shall have the non-exclusive right to distribute and exhibit each Licensed Program on a VOD basis for a period of ninety (90) consecutive days, or such longer period as may be agreed to by Rogers and Licensor (the License Period). 5. VIEWING PERIOD. The viewing period for each Licensed Program shall be at least twenty-four (24) consecutive hours, or such longer period as may be agreed to by Rogers and Licensor from time to time (the Viewing Period). Multiple viewings of the Licensed Program shall be permitted during the Viewing Period for no additional fee and all such viewings shall be considered a single exhibition of the Licensed Program for the purposes of calculating License Fees hereunder. 6. LICENSE FEES. (a) Rogers shall pay to Licensor a fee (the License Fee), which shall be equal to fifty (50)% of Retail Revenues. For the purposes of this Agreement, Retail Revenues means the retail revenues actually received by Rogers for each authorized exhibition of a Licensed Program on the ROD Service, less GST and applicable sales tax. For greater certainty, Retail Revenues shall not include any fees payable to Rogers for: (i) the purchase, rental or installation of a digital terminal; (ii) any basic or premium television services; or (iii) digital cable access. (b) Notwithstanding Section 6(a) above, (i) Prior to calculating License Fees, Rogers shall be entitled to deduct from Retail Revenues on a rolling monthly basis during the Term (Rogers Costs): (A) the value of programming credits, rebates or other retail price discounts provided to ROD Service subscribers in conjunction with a public marketing or promotional initiative; -2-

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007

(B) the value of refunds provided by Rogers to ROD Service subscribers for technical or other errors during such month; (C) the percentage equal to Rogers' average year-to-end bad debt exposure (including credit collection costs) for the then current calendar year in respect of all Rogers' cable television subscribers (expressed as a percentage) (D) encoding costs incurred by Rogers, if applicable, pursuant to Section 8 (a) ; and (E) closed captioning costs incurred by Rogers to comply with Applicable Law. (ii) Rogers shall be entitled to deduct from License Fees on a rolling monthly basis during the Term: (A) the marketing allowance pursuant to Section 12; (B) the Production Fund Commitment pursuant to Section 13; and (C) copyright royalty payments pursuant to Section 17. (c) Payment of License Fees shall be made in Canadian funds in arrears within thirty (30) days following each calendar month during the Term in which Licensed Programs were exhibited hereunder and shall be accompanied by a statement of account showing the calculation of the License Fees. (d) In the event that Retail Revenues in a particular month are not sufficient to fully reimburse Rogers for the Rogers Costs incurred in such month, Rogers shall be entitled to recover such amounts against Retail Revenues generated by other Licensed Programs in subsequent months. (e) There shall be no minimum License Fee or retail viewing fee with respect to any Licensed Program. Additionally, Rogers shall not be required to pay any License Fees for VOD exhibitions of any Licensed Program occurring on or off premises that are made for the purposes of quality assurance or testing. (f) Rogers shall be entitled to withhold from License Fees applicable withholding taxes and to remit same to the responsible taxing authorities, as required by Applicable Law. 7. TERM. The term of this Agreement (the Initial Term) shall commence as of the Effective Date and, unless earlier terminated in accordance with this Agreement, shall terminate on June 30, 2010. At Rogers' option, this Agreement shall renew for a subsequent term of two (2) years on the terms and conditions herein (the Renewal Term). Notwithstanding the foregoing, if, at the expiry of this Agreement following the Initial Term or the Renewal Term (if any), as applicable, Licensor and Rogers have not executed a new agreement governing the VOD distribution and exhibition of Licensed Programs and Rogers (or its permitted assigns) continues to distribute and exhibit Licensed Programs on the ROD Service following such expiry, such continued distribution and exhibition shall be governed by the terms of this Agreement in effect at the time of expiry, except that each of Licensor and Rogers shall have the right, on sixty (60) days' prior written notice, to terminate this Agreement, as so extended. For greater certainty, all references to Term in this Agreement shall include the Initial Term, the Renewal Term (if any) and any period during which this Agreement continues following its expiry in accordance with this Section. -3-

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007

8. ENCODING AND DELIVERY OF LICENSED PROGRAMS. (a) Licensor shall, at its sole expense, encode each Licensed Program selected for distribution and exhibition by Rogers hereunder and shall deliver such fully encoded Licensed Program to Rogers on a DLT master tape, DVD-R disc or other master pre-recorded format acceptable to Rogers (each, a Master) at least thirty (30) days prior to the availability date for such Licensed Program. Such Masters shall at all times remain the sole property of Licensor and, within fifteen (15) days following the termination or expiration of this Agreement, Rogers shall either return to Licensor all such Masters then in its possession, or issue a certificate of erasure. (b) To the extent any Master delivered by Licensor hereunder is determined by Rogers, in its sole discretion, acting reasonably, to be defective: (i) Licensor shall forthwith provide Rogers with a replacement Master; and (ii) if Rogers is unable to distribute and/or exhibit the Licensed Program on the availability date as a result of the defectiveness of any such Master, the License Fee payable in respect of such Licensed Program shall be reduced by 10% for the balance of the License Period. 9. TECHNICAL STANDARDS. In carrying out its obligations hereunder, Licensor agrees to comply with Rogers' technical standards for materials, as specified by Rogers from time to time. Licensor hereby acknowledges receipt of a copy of or website link to CableLabs technical specifications. 10. MARKETING AND PROMOTION. (a) Licensor shall provide, at its sole expense and on a timely basis, promotional materials and trailers for each Licensed Program selected for distribution and exhibition by Rogers hereunder, for use by Rogers to advertise and promote the availability of such Licensed Program on the ROD Service. Such promotional materials shall include, but not be limited to: (i) a promotional poster image or related film content in an electronic format; (ii) relevant metadata; (iii) trailer of Licensed Program in an encoded format; and (iv) title and related data. -4-

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007

(b) Licensor shall make available to Rogers, on a free trial basis and at no cost to Rogers, not less than ten (10) Licensed Programs at all times during the Term (each, a Promotional Program) for distribution and exhibition on the ROD Service to promote the Licensed Programs and the ROD Service. Licensor shall refresh the Promotional Programs at a frequency rate to be mutually agreed upon in writing by Rogers and Licensor. (c) Licensor acknowledges and agrees that Rogers shall be entitled to insert a minimum of four (4) minutes of promotional materials per thirty (30) minutes of Promotional Programs. Rogers shall ensure that at least 75% of such promotional materials directly or indirectly promotes the Licensed Programs. (d) Licensor shall use commercially reasonable efforts to promote the ROD Service through Licensor's consumer-facing advertising and promotional mediums within the Territory. Such mediums shall include, but not be limited to: (i) television; (ii) radio; (iii) print; (iv) Internet; and (v) event-based marketing. Licensor will deliver accurate, representative samples of all such advertising and promotions to Rogers at least five (5) business days in advance for Rogers' prior review and approval. 11. GUI/EPG. Licensor, at its sole expense and on a timely basis, shall provide complete, accurate and informative listing and descriptive information in respect of each Licensed Program selected for distribution and exhibition by Rogers hereunder (including, without limitation, synopsis, theme, rating, closed captioning and such other information as may be appropriate or otherwise required by Rogers) to Rogers' graphic user interface (GUI) or electronic programming guide provider (EPG), as the case may be, as designated by Rogers from time to time. 12. MARKETING ALLOWANCE. In consideration for various services and activities that Rogers performs for the benefit of Licensor during the Term, Licensor agrees to pay to Rogers an amount which shall be equal to ten (10)% of License Fees, calculated on a rolling basis during the Term and payable monthly. 13. PRODUCTION FUND. For so long as Rogers is required by Applicable Law to contribute a percentage of its gross annual revenues from the ROD Service to an independently-administered Canadian program production fund, Licensor shall reimburse Rogers for 50% of the amount required to be remitted to such production fund by Rogers in respect of the exhibition of Licensed Programs (the Production Fund Commitment). The Production Fund Commitment shall be calculated monthly during the Term and shall be deducted as set out in Section 6 (b). -5-

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007

14. REPRESENTATIONS AND WARRANTIES. (a) Each of Rogers and Licensor represents and warrants to the other that it has the necessary power and authority to enter into this Agreement and to fully perform its obligations hereunder. (b) Licensor represents, warrants and covenants to Rogers that: (i) it is validly incorporated under the laws of The State of Florida, USA (ii) it has obtained, and shall maintain throughout the Term, all necessary rights, clearances and authorizations to enter into this Agreement and fully perform its obligations hereunder in compliance with Applicable Law and, in particular, to permit Rogers to distribute and exhibit the Licensed Programs on a VOD basis in the Territory; (iii) it has obtained, and shall maintain throughout the Term, all approvals and/or ratings from provincial authorities necessary to distribute and exhibit each Licensed Program, trailer and other promotional materials provided to Rogers hereunder; (iv) it unilaterally owns or controls the VOD distribution and exhibition rights to all Licensed Programs within the Territory; and (v) it has obtained, and shall maintain throughout the Term, all necessary rights to any equipment and/or technology used to provide the encoding services hereunder and its use of such services shall not violate the rights of any third party. 15. INDEMNIFICATION. (a) Licensor shall indemnify Rogers and its affiliates from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable legal fees) arising out of or caused by: (i) any breach by Licensor of any material term of this Agreement; (ii) the content of any Licensed Program, trailer and/or other promotional materials provided by Licensor to Rogers hereunder (including, without limitation, any libelous, slanderous or obscene material, violations of copyright, trade- mark rights or other intellectual property rights, personality right, right of privacy or literary or dramatic right); and (iii) any encoding or other services provided by Licensor hereunder. -6-

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007

(b) Rogers shall indemnify Licensor and its affiliates from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable legal fees) arising out of or caused by: (i) any breach by Rogers of any material term of this Agreement; and (ii) any claim by a Rogers customer, except a claim related to the content of any Licensed Program, trailer and/or other promotional materials provided by Licensor to Rogers hereunder. (c) This Section shall survive the termination or expiration of this Agreement. 16. LIMITATION OF LIABILITY. Except with respect to any claim or liability arising from an infringement of any third party intellectual property right, in no event shall either party be liable for any special, indirect, consequential, punitive or incidental damages of any kind. This Section shall survive the termination or expiration of this Agreement. 17. COPYRIGHT ROYALTY PAYMENTS. For so long as Rogers is required by Applicable Law to pay copyright royalties relating to Licensed Programs hereunder, Licensor shall reimburse Rogers for 50% of any such royalties actually paid by Rogers, calculated on a rolling basis during the Term and payable monthly. This Section shall survive the termination or expiration of this Agreement. 18. ROGERS' TERMINATION RIGHTS. Notwithstanding any other provision of this Agreement, Rogers may terminate this Agreement, at any time, upon sixty (60) days' prior written notice to Licensor. 19. MUTUAL TERMINATION RIGHTS. Either Rogers or Licensor may, at its option and without prejudice to any other remedies available to it, immediately terminate this Agreement by giving written notice thereof to the other party for any one or more of the following causes: (a) the other party defaults in the performance or observance of any of the material terms of this Agreement and such default continues for a period of thirty (30) days after written notice thereof; (b) if, at any time, an order is made or an effective resolution is passed for the winding-up, liquidation or dissolution of the other party that is not immediately stayed by appeal; (c) if, at any time, the other party consents to or makes a general assignment for the benefit of creditors, or makes a proposal under, or takes advantage of, any insolvency, restructuring or reorganization legislation, or is declared bankrupt, or if a liquidator, trustee in bankruptcy, custodian or receiver and manager or other officer with similar powers is appointed of the other party or of all or substantially all of the other party's property which is not immediately stayed by appeal; or -7-

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007

(d) Rogers, or any person to whom Rogers has assigned, sold or transferred this Agreement, ceases to offer the ROD Service. 20. EFFECT OF TERMINATION. If either party terminates this Agreement prior to its expiration, Rogers shall be entitled to continue to distribute and exhibit all Licensed Programs then being distributed and exhibited on the ROD Service, in each case, for a period of sixty (60) days from the effective date of termination or the expiry of the relevant License Period, whichever is earlier, and, in such event, Rogers shall continue to be bound by its payment obligations set forth herein in respect of such Licensed Programs. This Section shall survive the termination of this Agreement for a period of sixty (60) days. 21. MOST FAVOURED NATIONS. If Licensor enters, or has entered, into an agreement or series of agreements (including side letters, understandings or arrangements, whether oral or written, whether formal or informal, whether now or hereafter effective, or whether on a long-term basis or short-term basis) with a third party for the distribution and exhibition of Licensed Programs in the U.S. or the Territory on a VOD basis, or any other basis that permits the downloading of such Licensed Programs and the subsequent viewing of such Licensed Programs by a residential subscriber, on terms (including, without limitation, license fees, copyright royalty payments, encoding fees and obligations, and marketing support) that are more favourable than those contained in this Agreement, then Rogers has the right to incorporate, or substitute, as the case may be, such term or terms into this Agreement, effective as of the date on which such term or terms were accorded to the third party and for the balance of the period such term or terms are applicable to such third party. Licensor shall provide to Rogers, no later than February 28 in each year, a sworn statement of a senior officer of Licensor, or a certificate of the auditors of Licensor, confirming that, during the immediately preceding calendar year, Licensor did not enter into such an agreement or series of agreements or, if it did enter into such agreement(s), confirming the effective date thereof and identifying the terms contained therein that are more favourable than those contained in this Agreement. During the Term, and for a period of twelve (12) months thereafter, Rogers (and its representatives) shall have the right, upon reasonable prior written notice to Licensor, and during regular business hours, to inspect and/or audit Licensor's books and records to confirm compliance with Licensor's obligations under this Section. This Section shall survive the expiry or other termination of this Agreement for a period of twelve (12) months. -8-

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007

22. CONFIDENTIALITY AND OWNERSHIP. (a) Rogers and Licensor each agree to maintain the provisions of this Agreement in the strictest confidence, except that the parties may disclose such terms to their affiliates, their respective professional advisors and, in such event, to the extent necessary to: (i) enforce their respective rights hereunder; (ii) comply with the valid order of an administrative agency or court of competent jurisdiction, or with any Applicable Law; and (iii) comply with contractual obligations owed to third parties; provided, however, that, in the case of any disclosure pursuant to items (ii) or (iii) above, (A) the disclosing party shall notify the other party as soon as practicable (and if possible prior to disclosure) and (B) any information so disclosed shall be redacted to the greatest extent possible. (b) Each party agrees to use the other party's confidential information solely for the purpose of fulfilling its obligations under this Agreement, to hold the other party's confidential information in confidence and to protect the confidentiality of such confidential information using the same degree of care as it uses to protect its own confidential information of a like nature, which shall, in any event, be no less than a degree of care consistent with industry standards. Notwithstanding the foregoing, the receiving party may disclose confidential information to the extent required to comply with the valid order of an administrative agency or court of competent jurisdiction, or with any Applicable Law (provided that the receiving party shall notify the other party as soon as practicable (and if possible prior to disclosure) and any information so disclosed shall be redacted to the greatest extent possible). (c) Rogers shall own all data and information relating to Rogers' subscribers, including, without limitation, all personal and demographic information, all information relating to an individual subscriber's use of the ROD Service and all aggregate information relating to the use by Rogers' subscribers of the ROD Service (collectively, Rogers Subscriber Information). Licensor acknowledges that Rogers Subscriber Information constitutes valuable assets of Rogers and agrees to hold all Rogers Subscriber Information strictly confidential in accordance with the provisions set forth in Section 22(b) above. (d) This Section shall survive the termination or expiration of this Agreement. 23. GOVERNING LAW. This Agreement shall be governed by laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties hereby attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario. This Section shall survive the termination or expiration of this Agreement. 24. ASSIGNMENT. This Agreement may not be assigned, sold or transferred without the prior written consent of the other party. Notwithstanding the foregoing, Rogers may, without consent, assign its rights and obligations under this Agreement in whole or in part to: (i) a person that directly or indirectly controls, is controlled by or is under common control with Rogers; or (ii) a purchaser of all or substantially all of the assets used in connection with the ROD Service. A change of control of Rogers shall not be considered an assignment of this Agreement. Any purported assignment, sale, or transfer in contravention of this Section shall be null and void. -9-

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007

25. FORCE MAJEURE. Neither party shall be liable to the other for temporary failure to perform hereunder, if such failure is caused by reason of an Act of God, tempest, satellite circuit failure, labour dispute, strike, temporary or permanent breakdown of facilities, fire, flood, Applicable Law, civil disturbance, or any other cause beyond the parties' respective control. In the event of any force majeure which continues for a period of thirty (30) days or more, the party not immediately affected by such force majeure event may, upon notice to the other party, terminate this Agreement. 26. NOTICES. Any notice, request, demand, consent or other communication (collectively a Notice) provided or permitted hereunder shall be in writing and given by personal delivery (against receipt), or sent by registered mail (against receipt) postage prepaid, or transmitted by facsimile (provided that a hard copy is immediately sent by registered mail), addressed to the other party for which it is intended at its address below: To Rogers: Rogers Cable Communications Inc. 333 Bloor Street East Toronto, Ontario M4W 1G9 Attention: Vice-President, General Manager, Television FAX: (416) 935-4600 with a copy to: Rogers Communications Inc. 333 Bloor Street East Toronto, Ontario M4W 1G9 Attention: Vice-President, General Counsel FAX: (416) 935-3548 To Licensor: Sebastien Perioche Eurocinema 1395 Brickell Ave., Suite 800, Miami, FL 33131, 305-529-6220 FAX: 305-529-6201

-10-

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007

Any Notice given pursuant to this Agreement shall make specific reference to this Agreement. Any Notice so given shall be deemed to have been received on the date on which it was delivered in person, or transmitted, if delivered or transmitted on a day, other than a Saturday, on which the Toronto-Dominion Bank in Toronto is open for business (a Business Day) during normal business hours of the recipient and, if not so delivered or transmitted, on the next Business Day or, if sent by registered mail, on the fifth (5t h) Business Day thereafter; provided, however, that either party may change its address and/or facsimile number for purposes of receipt of any such communication by giving ten (10) days prior written notice of such change to the other party in the manner prescribed above. 27. APPLICABLE LAW. This Agreement is subject to all laws, regulations, license conditions and decisions of the Canadian Radio-television and Telecommunications Commission (CRTC) municipal, provincial and federal governments or other authorities which are applicable to Rogers and/or Licensor, and which are now in force or hereafter adopted (Applicable Law). In the event that any such law, regulation or decision comes into force during the Term concerning the subject matter of this Agreement, such that it prevents or diminishes either party's ability to perform under this Agreement, the parties agree to enter into good faith negotiations to amend this Agreement, where required, in order to remedy such diminution of or inability to perform. 28. SET-OFF. Rogers shall be entitled to set off any sums owing to Licensor against any sums owing by Licensor to Rogers hereunder. 29. LEGAL EFFECT. (a) Nothing herein contained shall be deemed to create and the parties do not intend to create any relationships of partner, agent or joint venture as between Rogers and Licensor. (b) Subject to Section 29(d) below, this Agreement constitutes a binding agreement with respect to the matters set out herein and supersedes all prior agreements, negotiations, representations and proposals, whether written or oral. There are no conditions, covenants, representations or warranties, express or implied, statutory or otherwise relating to the subject matter hereof except as herein expressly provided. -11-

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007

(c) No amendment, waiver or modification of any provision of this Agreement shall be binding on a party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided in writing. (d) This Agreement shall not become a valid and binding contract unless and until each party has duly executed two (2) copies of this Agreement and one fully executed copy of the Agreement has been delivered to, or received by, each party. For greater certainty, there shall be no agreement between the parties with respect to the subject matter of this Agreement, whether written or oral, express, implied or otherwise, until the parties have complied with the execution and delivery requirements set forth in this Section 29(d), notwithstanding any performance between the parties concerning the subject matter of this document. To indicate your agreement to the foregoing, please sign and date the Agreement and return it by fax, with an original by courier, to Rogers Cable Communications Inc., 333 Bloor Street East, Toronto, Ontario, M4W 1G9, Attention: Vice-President, Strategy & Development. ROGERS CABLE COMMUNICATIONS INC.

Per:

Name: Edward Rogers Title: President and CEO

Per:

Name: David Purdy Title: Vice-President, General Manager, Television ACCEPTED and AGREED TO this ______ day of ____________, 2006. Per:

Name: Sebastien Perioche Title: Chairman/CEO

-12-

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007

Answer: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party's obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

Question: Exhibit 10.13 Outsourcing Contract on Development of Miaoli Royal Resort Hotel Planning Unit: Chang Chen-Bin Architects Office October 29, 2015

Source: IMPERIAL GARDEN & RESORT, INC., DRS (on F-1), 10/28/2016

Outsourcing Contract on Development of Miaoli Royal Resort Hotel The Covenanter: The HUANG JIA Country CLUB and Recreation Inc. (hereinafter referred to as Party A) and the Covenanter: Chang Chen- Bin Architects Office (hereinafter referred to as Party B) hereby agree to establish the following terms and conditions with regard to the development of Miaoli Royal Resort Hotel: Article I. Outsourced Project Development of Miaoli Royal Resort Hotel Article II. Project Range The base of the project is located on Lot No. 19 and so on in the Section of Laotianliao, Touwu Township, Miaoli County (refer to the attached map for more details) with an area about 29 hectares. Article III. Outsourced Work Outsourced work regarding this Contract is stated below: Part I: Establishment of Architectural Development Plan and Business Plan I. Establishment of documents and drawing relevant to the Architectural Development Plan and Business Plan II. Attendance of Concerned Work Coordination Meeting 1. Attendance of relevant review meetings and presentations 2. Reply to relevant consultations and revision of the development plan Part II: Development of Soil and Water Conservation Plan I. Establishment of documents and drawing relevant to the soil and water conservation plan. 1. Trunk sewer, calculation on water control and treatment and relevant design drawings. 2. Design of disasters prevention facilities during construction. 3. Design of desilting and detention basin. 4. Designs and drawings relevant to soil and water conservation. II. Attendance of Concerned Work Coordination Meeting 1. Attendance of review meetings and presentations 2. Reply to relevant consultations and revision of scheme drawings associated with soil and water conservation. III. Signing & Verification of Technicians Signing and verification relevant to land preparation and water discharge of the project.

Source: IMPERIAL GARDEN & RESORT, INC., DRS (on F-1), 10/28/2016

Part III: Environmental Impact Assessment Report I. Program on runoff of Waste Water And Pollution Reduction on the Construction Site. II. Implementation Plan for Environmental Protection. III. Environmental Monitoring (Monitoring Report prior to Environmental Impact Assessment) IV. Establishment of Environmental Impact Statement And Assessment Report Part IV: Establishment of Documents Relevant to Change of Land Usage (I) Establishment of Documents and Drawings Relevant to Change of Land Usage. (II). Attendance of Concerned Work Coordination Meeting 1. Attendance of relevant review meetings and presentations. 2. Reply to relevant consultations and plan revision. Part V: Establishment of Documents and Drawings Relevant to Landscaping I. Principles, Concepts and Calculations on Landscaping II. Planting Scheme & Relevant Design Drawings III. Calculations & Drawings on Green Cover Rate Part VI: Planning, Design and Monitoring on Miscellaneous Works I. Basic Design. II. Establishment of Documents & Drawings Relevant to Miscellaneous Works 1. Trunk sewer, calculation on water control and treatment and relevant design drawings 2. Design of disasters prevention facilities during construction 3. Design of desilting and detention basin 4. Designs and drawings relevant to miscellaneous works III. Attendance of Miscellaneous Works Review Meetings 1. Attendance of project review meetings and presentations 2. Reply to relevant consultations and revision of relevant documents and drawings. IV. Signing & Verification of Technicians and Architects Signing & Verification of Miscellaneous Works Relevant to the Project (including signing and verification of geological technicians) V. Construction Monitoring VI. Submitting documents for obtaining miscellaneous license, providing structural design and signing and verification relevant to the miscellaneous works. Part VII: Planning and Design of Relevant Buildings and Construction Monitoring I. Planning & Design of Relevant Buildings.

Source: IMPERIAL GARDEN & RESORT, INC., DRS (on F-1), 10/28/2016

II. Coordination on geological drilling and survey and arrangement of building structure, sewage treatment, water and electricity utility, fire protection, telecommunications and electrical and mechanical systems etc. for various professional technicians pursuant to relevant laws and regulations. III. Construction Drawings (involving building structure, interior decoration, water supply and drainage and electricity, telecommunication, monitoring, fire protection and air conditioning system). IV. Assistance in Works Quantity Counting & Valuation. V. Submitting of Construction License and Structure, Water, Electricity and Fire Protection Design for Reviewing, Signing and Verification. VI. Monitoring on Major Construction Parts. VII. Construction Monitoring (Survey on Major Parts). VIII. Solving Any Disputes & Problems Relevant to the Construction. IX. Other Items Agreed by the Two Parties Herein. Article IV. Service Fee The fees for services mentioned in Part I to Part VI are NTD 12 million ((SAY TWELVE MILLION ONLY) in total and the fees for planning and design of the buildings and construction monitoring shall be calculated based on the ratio of 3.50% of the legal construction cost hereof. Should Party A require a comprehensive modification on the development plan of the project outsourced and any subsequent extra cost occur in Party B; Party A shall bear the corresponding extra service fee. Article V. Payment Method With regard to the payment method regarding the project herein, Party A shall remit relevant cashes into the account designated by Party B by stages as per the following conditions: Stage 1: The service fee of NTD 1.2 million (SAY ONE MILLION AND TWENTY THOUSAND ONLY) shall be paid upon signing of the Contract herein. Stage 2: The service fee of NTD 1.2 million (SAY ONE MILLION AND TWENTY THOUSAND ONLY) shall be paid upon completion of the Business Plan and Architectural Development Plan and Relevant Drawings. Stage 3: The service fee of NTD 1.2 million (SAY ONE MILLION AND TWENTY THOUSAND ONLY) shall be paid after the soil and water conservation plan and relevant drawings are filed in the county government. Stage 4: The service fee of NTD 1.2 million (SAY ONE MILLION AND TWENTY THOUSAND ONLY) shall be paid after the Environmental Impact Assessment Report and relevant drawings are filed in the county government.

Source: IMPERIAL GARDEN & RESORT, INC., DRS (on F-1), 10/28/2016

Stage 5: The service fee of NTD 1 million (SAY ONE MILLION ONLY) shall be paid after the Environmental Impact Assessment Report is adopted. Stage 6: The service fee of NTD 3 million (SAY THREE MILLION ONLY) shall be paid after the Development Plan is adopted. Stage 7: The service fee of NTD 1 million (SAY ONE MILLION ONLY) shall be paid after change of the non-urban land usage is completed. Stage 8: The service fee that is 3.00% of the legal construction cost shall be paid after documents and drawings for applying for the construction license of relevant buildings and the application is submitted to the competent authority. Stage 9: The service fee that is 0.5% of the legal construction cost shall be paid upon submitting the construction starting application to the competent authority. Stage 10: The final service fee shall be paid in a lump sum upon the completion of the structure of relevant buildings and submitting the usage license application to the competent authority. In case the Contract cannot be performed due to any reason other than the architect herein, the client agrees the fees paid will not be refunded. In case the Contract cannot be performed due to the architect herein, the architect shall refund the fees paid in full without taking any interest to the client. Article VI. Exclusions The service fee shall not include the fees for land measurement and boundary identification, geological drilling, meeting relevant land administration regulations, air pollution prevention, meeting relevant construction regulations, security system monitoring, scrivener service, deposit of soil and water conservation, review of the competent authority, attendance of concerned experts and scholars and meeting relevant administrative regulations. Article VII. Term Planned Party B shall make the most economical and effective arrangement for Party A with respect to the project based on the principle of alignment with the plan progress of Party A. The term planned is stated as following: I. Topographic survey and measurement, geological drilling and program evaluation (about 1.0 months); II. Establishment of architectural development plan and business plan (about 2.0 months); III. Development of soil and water conservation plan (about 2.0 months); IV. Establishment of environmental impact assessment report (about 8.0 months); V. Review of development plan (containing soil and water conservation plan and environmental impact assessment report) (about 4 - 6 months);

Source: IMPERIAL GARDEN & RESORT, INC., DRS (on F-1), 10/28/2016

VI. Miscellaneous works review (about 2 - 4 months); VII. Change of usage zoning and category of the land (about 2 - 4 months); VIII. Application for miscellaneous license (about 1.0 month) IX. Application for construction license (including review on green construction materials and barrier-free facilities) (about 1.0 month) Article VIII. Duties of Party A Party A shall provide the following data during the term mentioned above: I. Data of rights relevant to the land. II. Data required by Party B and can be provided by Party A. (I) Basic data that must be provided in accordance with relevant regulations: 1. Name and business address of the developer; 2. Full name, address and ID card number of the person in charge; 3. Purpose and content of the development. Article IX. Duties of Party B I. Party B shall follow all instructions of Party A and ensure all plans and designs of the project to meet relevant construction laws and regulations. II. Party B shall take on a professional attitude for various services mentioned in Article III of the Contract, maintain benefits and interests of Party A all the time and adopt the most economical option under the precondition of safety and reliability. III. Party B is obligatory to report the latest progress and completed content to Party A. Article X. Special Terms I. With regard to the payment of all fees for professional services, the person appointed shall designate relevant professional institutions and pay the fees directly to them and the service fees due will be deducted after the payment foregoing is made. II. Any other items not specified in the Contract may be negotiated and formulated by the both Parties herein separately.

Source: IMPERIAL GARDEN & RESORT, INC., DRS (on F-1), 10/28/2016

Article XI. Disputes Resolving Both parties herein agree to resolve any dispute regarding interpretation of the Contract in the following methods: I. Should both Parties be unable to reach an agreement within one month through negotiation, they may apply for an arbitration in Miaoli County and the arbitration result shall be compulsory. II. Should either Party herein initiate a legal proceeding for revoking any arbitration result regarding the Contract, both Parties herein agree to take the Miaoli District Court of Taiwan as the competent court of first instance pursuant to the laws of the R.O.C.. Article XII. The Contract shall be made in duplicate and Party A and Party B shall hold a copy respectively in witness thereof. Covenanters Party A: The HUANG JIA Country CLUB and Recreation Inc. Address: Floor 4, No. 106, Zhouzi Street, Neihu District, Taipei City Tel: 02-26582502 Party B:Chang Chen-Bin Architects Office Unified No: 95822673 Address: No. 1, Floor 10, No. 575, Jinhwa Road, Bei District, Taichung City Tel: 04-22373588 Fax: 04-22373388 October 29, 2015

Source: IMPERIAL GARDEN & RESORT, INC., DRS (on F-1), 10/28/2016

Answer: Highlight the parts (if any) of this contract related to Governing Law that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?

Question: EXHIBIT 10.1 Sponsorship Agreement Parties This Agreement is effective as of December 1st, 2015 by and between RMF Empire, Inc. DBA West Coast Customs, located at 2101 West Empire Avenue, Burbank, CA 91504 (hereinafter WCC), and Bosch International, LLC / XLI Technologies, Inc. located at 3753 Howard Hughes Parkway, Suite 200 Las Vegas, NV 89169 (hereinafter XLI). Recitals A. XLI is engaged in the distribution and marketing of Light Sheets. B. It is the desire and intention of both parties that WCC cooperates with XLI in the marketing and promotion of XLI products and technology (PROMOTION). C. In connection with the PROMOTION, WCC and XLI further desire to enter into a relationship to the mutual benefit of both parties. THEREFORE, in consideration of the mutual promises and undertakings contained herein, and for other good and valuable consideration, the parties agree as follows: 1. Promotional Consideration 1.1 Grant of License. 1.1.1 WCC grants a limited, non-exclusive license to XLI to use the West Coast Customs name, image, likeness and signature, including specific West Coast Customs Trademarks (including West Coast Customs logo trademarks and approved West Coast Customs vehicle imagery and trademarks) (collectively the Trademarks) during the term of this Agreement in connection with national, regional or local print advertising, together with Internet, television, video and on-site event advertising, only in connection with the PROMOTION, subject to all of the terms and conditions hereof. This license shall terminate automatically upon the expiration or termination of this Agreement, at which time XLI shall cease all use of the Trademarks. In further consideration of this Agreement, XLI shall not in any way disparage the Trademarks, nor any of WCC's parent, subsidiary, or affiliated companies' trademarks or its or their products. WCC shall provide XLI with all applicable logos and usage guidelines for the Trademarks. WCC shall have the right of prior written approval over all uses of the Trademarks by XLI. The parties understand and acknowledge the importance of protecting the goodwill associated with their respective trademarks. Consequently, XLI hereby assigns to WCC all goodwill and all other rights developed in connection with XLI's use of WCC's trademarks which shall inure to the benefit of WCC. 1.1.2 XLI grants WCC a limited, non-exclusive, royalty-free license to use the registered trademark Light Sheets during the term of this Agreement in connection with national, regional or local print advertising, together with Internet, television, video and on-site advertising, for WCC and its Event(s) during the term of this Agreement, subject to all of the terms and conditions hereof. This license shall terminate automatically upon the expiration or termination of this Agreement, at which time WCC agrees to cease all use of the registered trademark Light Sheets. In further consideration of this Agreement, WCC agrees that it shall not in any way disparage the brand name XLI, nor any of XLI's parent, subsidiary, or affiliated companies or its or their products. XLI shall provide WCC with all the applicable logos for the Light Sheets trademark. XLI shall have the right of prior written approval over all uses of the trademark XLI by WCC. The parties understand and acknowledge the importance of protecting the goodwill associated with their respective trademarks. Consequently, WCC hereby assigns to XLI all goodwill and all other rights developed in connection with WCC's use of XLI's trademarks which shall inure to the benefit of XLI. 1

1.1.3 Sponsor Identification. WCC shall ensure that all WCC public communications shall make reference to XLI products as Light Sheets, as further defined in Attachment A [Sponsor Benefits Schedule] attached hereto and incorporated herein by reference. 1.2 Additional Promotional Support. In addition to the items set forth in Section 1.1.3, WCC shall promote XLI as outlined in the Sponsor Benefits Schedule, attached hereto as Attachment A, which shall be deemed an extension of this Agreement. In the event of a conflict between said Sponsor Benefits Schedule and this Agreement, the Sponsor Benefits Schedule shall control. 2. Term and Termination 1. Term. Unless earlier terminated, this Agreement shall take effect on December 1st, 2015 and shall expire on November 30, 2016. XLI and/or WCC may renegotiate and/or cancel this Agreement at any time during its term, in the event any of the following conditions occur: 1. Any significant changes to the Benefits Schedule which cannot be cured as stated in Section 2.2 (Termination upon Breach) 2. By mutual consent of WCC and XLI to pursue other arrangements. 3. In the event either party becomes bankrupt or insolvent. 2.2 Termination upon Breach. This Agreement may be terminated upon written notice by either party in the event of a default by the other party in the performance of any term or condition of this Agreement. Any termination allowed by this Agreement will take place only after written notice of default has been given to the defaulting party, providing such party with thirty (30) days in which to cure the default. 2.3 Survival. Sections 4.1, 5.1, 5.2 and 6 shall survive termination of this Agreement. 3. Agreement Fee 3.1 In consideration of the rights herein granted, and in keeping with XLI's desire to utilize WCC in the PROMOTION of its products and technology, XLI will pay WCC in accordance with Attachment B, which shall be deemed a part of this Agreement. 4. Representations and Warranties 4.1 Each party represents and warrants to the other that: (i) it has the right, and will continue to have the right during the Term, to grant the other party all of the rights granted to it under this Agreement, (ii) neither this Agreement nor the transactions contemplated hereby will cause a violation of any other agreement to which it is a party, and (iii) it has complied, and will comply, with all laws, rules and regulations applicable to the performance of its duties and obligations under this Agreement. 2

5. Indemnification 5.1 WCC shall indemnify, defend and hold harmless XLI, and its respective affiliates, officers, directors, employees, agents and representatives, from any and all claims, losses, damages, expenses, costs and other liabilities to any person or entity (Claims) arising out of, relating to or in connection with: (i) the breach by WCC of any of the representations and warranties made by WCC in this Agreement or the failure by WCC to fulfill any of its covenants set forth herein, and (ii) the use by XLI (as approved by WCC) of the WCC Trademarks pursuant to Section 1.1.1, above. Notwithstanding any other provision herein, under no circumstances shall WCC be liable for any claims arising out of the negligent acts or omissions of XLI or third parties. 5.2 XLI shall indemnify, defend and hold harmless WCC, and its affiliates, officers, directors, shareholders, members, employees, agents and representatives, from any and all Claims arising out of, relating to or in connection with: (i) the breach by XLI of any of the representations and warranties made by XLI in this Agreement or the failure by XLI to fulfill any of its covenants set forth herein and (ii) the use by WCC (as approved by XLI) of the XLI trademark pursuant to Section 1.1.2, above. Notwithstanding any other provisions herein, under no circumstances shall XLI be liable for any Claims arising out of the negligent acts or omissions of WCC. 6. Insurance 6.1 Both parties shall at all times while this Agreement is in effect and for one (1) year thereafter, at its expense, carry and maintain, at its own expense, insurance on all its operations necessary to comply with insurance laws as applicable. 7. Independent Contractor 7.1 WCC, in performing under this Agreement, shall act as and be an independent contractor, and this Agreement is not intended to and does not create in any manner a principal-agent, employer-employee, partnership or joint venture relationship between WCC and XLI. Neither party shall have the right or authority to assume or to create any obligation or responsibility, expressed or implied on behalf or in the name of the other party or to bind the other party in any manner. 8. Miscellaneous 8.1 Complete Agreement. This Agreement and any attachments, exhibits, or schedules attached to hereto contains the complete agreement between the parties and supersede any prior understandings, representations, covenants or agreements between the parties, written or oral, with respect to said subject matter. 8.2 Approvals. All requests for approval hereunder shall be in writing (email) and shall provide the party from whom approval is sought a period of not less than ten (10) days in which to respond. All responses shall be in writing (email) and, in the instance where approval is denied, shall include an explanation for the denial of approval. In the absence of a written (email) response, a request for approval shall be deemed denied. In those instances in which a party has been granted discretion hereunder, such right may be exercised in the sole and absolute discretion of the party having such right. 3

8.3 Non Waiver. No term hereof may be waived or modified except in writing and signed by both parties. The failure or delay by either party in enforcing any of its rights under this Agreement shall not be deemed a continuing waiver or modification thereof, and either party may within the time provided by applicable law, commence appropriate legal proceedings to enforce any or all such rights. 8.4 Section Headings. The various section headings are for convenience only and shall not affect the meaning or interpretation of this Agreement. 8.5 Costs, Attorney's Fee on Breach. If any action is brought by either party under this Agreement whether by suit, arbitration or otherwise by reason of any claim or cause of action against the other, arising out of or in connection with any breach or other non-performance of the provision of this Agreement, then the party which is successful upon any final determination of such claim or cause shall be entitled to recovery of its actual reasonable costs and reasonable attorney's fees incurred therein. 8.6 Provisions not Construed Against Party Drafting Agreement. This Agreement shall be deemed to have been drafted by all parties and in the event of a dispute, no party hereto shall be entitled to claim that any provisions should be construed against any other party by reason of the fact that it was drafted by one particular party. 8.7 Force Majeure. Neither party shall be liable for any failure of or delay in the performance of its respective obligations under this Agreement to the extent such failure or delay is due to circumstances beyond its reasonable control, including (without limitation) fires, floods, wars, civil disturbances, sabotage, accidents, insurrections, blockades, embargoes, storms, explosions, labor disputes, acts of any governmental, and/or any other acts of God or a public enemy, nor shall any such failure or delay give either party the right to terminate this Agreement. Each party shall use good faith efforts to minimize the duration and consequence of any failure of or delay in performance resulting from a force majeure. 8.8 Confidentiality and Publicity. The parties agree: (i) the terms and conditions of this Agreement are confidential and are not to be disclosed to anyone outside of the parties, their officers, employees, agents, and representatives. (ii) no public announcement or disclosure pertaining to details of this Agreement will be made without the prior written consent from the parties. The provisions of this paragraph will survive termination of this Agreement. (iii) Certain technical and other information provided by both XLI and WCC pursuant to this Agreement pertains to confidential matters and trade secrets of XLI and WCC, and their respective parent, subsidiary, and affiliate companies, and is provided to each other in furtherance of internal development efforts. Both parties agree that they will treat any information received from the other party, directly or indirectly, in strict confidence, will not disclose such information to any person, except to its employees and agents who have an immediate need to know, and will promptly return such information, including all copies or reproductions thereof, to the other party upon termination of this Agreement or at such other time as may be reasonably requested in writing. Confidential information shall not include information which: (i) was known to a party without confidentiality restrictions prior to receipt hereunder, (ii) was or becomes generally publicly known through no fault of the WCC, or (iii) subsequent to receipt hereunder, is made available to a party without confidentiality restrictions by a third party who is legally entitled to do so and who is under no obligation to either party hereunder to maintain the confidentiality of such information. 4

8.9 Notices. Any notice, request, instruction or other documents permitted or required to be given hereunder by any party to the other parties shall be in writing and delivered personally, by certified U.S. Mail return receipt requested, by nationally recognized reputable overnight courier, or by facsimile transmission as follows:

If to XLI: Bosch International 3753 Howard Hughes Parkway, Suite 200 Las Vegas, NV 89169 Attn: James Schramm Phone : (310) 871-4046

If to WCC: RMF Empire Inc. 2101 W. Empire Ave. Burbank, CA 91504 Attn: Ryan Friedlinghaus Phone: (818) 237-1287 A party receiving a notice delivered personally shall sign a receipt therefore. Notices by U.S. Mail or facsimile transmission shall contain an acknowledgement of receipt. A party receiving a notice by facsimile or Email shall acknowledge receipt by return facsimile or reply email within two (2) business days of receipt. A party receiving notice by U.S. Mail shall place the acknowledgment in the U.S. Mail, postage prepaid, within two (2) business days of receipt. 8.10 Further Assurances. Each party hereto agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as may be reasonably necessary or appropriate in order to carry out the purposes and intents of this Agreement. 5

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers or representatives as of the date and year first written above. RMF EMPIRE, INC. DBA WEST COAST CUSTOMS Bosch International DBA XLI Technologies, Inc.

By: _____________________________________ By: _____________________________________

Name:___________________________________ Name:___________________________________

Title:____________________________________ Title:____________________________________

Date:____________________________________ Date:____________________________________

6

Attachment A Sponsor Benefits Schedule Provided from WCC to XLI WCC agrees to provide the following to XLI as part of this agreement: 1. WCC will incorporate XLI into other existing WCC relationships and opportunities as appropriate for the products and technology. 2. XLI and the products and technology will receive direct brand mention during any episode produced for 2016 by WCC to the extent the products and technology are used in the production. 3. XLI representatives will be included in WCC media days and will make guest appearances as the support for Light Sheets. 4. XLI shall receive mentions in all applicable WCC press releases that relate to the Light Sheets. 5. XLI shall receive 3 thirty second commercial spot times per episode produced for 2016 by WCC. All commercial pre and post production, fulfillment and delivery within deadlines will the responsibility of XLI. 6. WCC shall provide XLI the opportunity to integrate into the WCC SEMA Experience and other trade show Activities that WCC is part of. The terms of such a potential program to be mutually agreed upon under a separate agreement. 7. As part of any episode produced in 2016 by WCC, WCC will include the process of installation of Light Sheets on two Lamborghini's including the principal appearances of the owners of these Lamborghini's (CEO of XLI and the inventor of Light Sheets), allowing and capturing conversation regarding the direction of the custom work and details of the Light Sheets. WCC will provide the installation of the Light Sheets. WCC may elect to do both car simultaneously or separately. XLI and the two car owners will provide, at their expense, the cars and the Light Sheets product needed to complete this process in its entirety. For the purposes of the above, episodes are expected to be filmed during January - September 2016, with release dates anticipated for October - December 2016. All of the foregoing sponsor benefits shall be provided within the general parameters provided above. 7

Attachment B Sponsor Benefits Schedule Provided from XLI to WCC: XLI agrees to provide the following to WCC as part of this agreement: 1. Provide WCC with five million five hundred thousand (5,500,000) common stock shares of XLI Technologies, Inc. These shares will be issued within five (5) days of signing of this Agreement. The shares are fully earned and vested upon signing of this Agreement. The shares also have piggyback registration rights. 2. XLI will provide WCC Light Sheets at no cost for the exclusive use in the limited operations and production to support the PROMOTION activities. WCC will request Light Sheets for use in operations and projects for XLI consideration. XLI may provide Light Sheets at no cost for these uses at their sole discretion. WCC has no obligation to purchase Light Sheets if XLI is not providing them free of charge. If WCC elects to purchase Light Sheets from XLI, the cost charged to WCC will be the current wholesale distributor price. 8

Answer:
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?