RIDER CATCH-UP RIGHTS 1

RIDER CATCH-UP RIGHTS 1 This Rider is attached to the Basic Television License Agreement [insert applicable contract number] by and between Licensee and Licensor, dated as of [insert applicable date] and by this reference made a part thereof. Capitalized terms used but not otherwise defined herein shall have the meaning given to them in the Basic Television License Agreement and the Standard Terms and Conditions. 1. Definitions. When used in this Rider, the following capitalized terms have the meanings set forth below: 1.1. Approved Device means [insert list of Approved Devices] 2. 1.2. Approved Delivery Means means [insert list of Approved Delivery Means applicable to each Approved Device] 3. 1.3. Catch-Up Advertisement means an advertisement displayed in connection with a Catch- Up Episode exhibited on a Catch-Up Basis. 1.4. Catch-Up Basis means the ability of a viewer to view a Catch-Up Episode during such Catch-Up Episode s Catch-Up License Period as defined in Section 2.1 below, the exhibition start time of which is at a time specified by the viewer in its discretion. 1.5. Catch-Up Episode means an episode from a Catch-Up Program, which episode has been previously exhibited on the Licensed Service. 1.6. Catch-Up Program 4 means [identify current television series to which we are granting Catch-Up Rights, and which seasons of such current television series. For example, Season 1 of Breaking Bad and Seasons 1 through 3 of Damages ]. 1.7. [ Electronic Downloading means the transmission of a digital file containing audio-visual content from a remote source, which file may be stored and the content thereon viewed at a time subsequent to the time of its transmission to the viewer.] 5 1.8. Standard Definition or SD means (a) for NTSC, any resolution equal to or less than 480 lines of vertical resolution (and equal to or less than 720 lines of horizontal resolution) and (b) for PAL, any resolution equal to or less than 576 lines of vertical resolution (and equal to or less than 720 lines of horizontal resolution). 1.9. [ Streaming means transmission of a digital file containing audio-visual content from a remote source for viewing concurrently with its transmission, which file, except for temporary caching or buffering of a portion thereof (but in no event the entire file), may not be stored or retained for viewing at a later time (i.e., no leave-behind copy no playable copy as a result of the stream resides on the receiving device).] 6 [Insert definitions 7 for each category of Approved Device and each Approved Delivery Means] 2. Catch-Up Rights. Licensee may offer each Catch-Up Episode on a Catch-Up Basis [solely to Subscribers of the Licensed Service] 8 via [Streaming and/or Electronic Downloading] 9 to [set-top boxes distributed to such Affiliated System s subscribers in the Territory, within the Licensee-branded areas in such set top boxes; and/or on websites accessed on Approved Devices using Approved Delivery Means, as further set forth in Section 2.2] 10 solely in Standard Definition 11, subject at all times to the Basic Television License Agreement, the Standard Terms and Conditions, this Rider, and the Content Protection Requirements and Obligations attached hereto as Schedule 1. 2.1. Restrictions. 12 Each Catch-Up Episode shall be offered on a Catch-Up Basis solely within [insert applicable number of days] of such episode s initial exhibition on the Licensed Service, for no longer than [insert applicable number of consecutive days] ( Catch-Up License Period ). Only [insert applicable number of episodes] [of the most recently exhibited] 13 episodes of a Catch-Up Program may be made available on a Catch-Up Basis at any given time. 14 [Insert the following only if Catch-Up to Websites was granted in Section 2:] 2.2. Websites. Licensee may offer Catch-Up Episodes on a Catch-Up Basis on a website wholly owned, controlled and operated by Licensee and branded with the name or tradename of the Licensed Service (the Licensee Website ) and [via Streaming and/or Electronic Downloading] 15 over the Internet (and, for clarity, not downloading); provided that: (a) the Licensee Website utilizes a password protection system that requires all users to provide an authorized username and password prior to viewing any Catch-Up Episodes; (b) Catch-Up Episodes are made available only to authorized and registered users of the Licensee Website [who are Subscribers] 16 ; and (c) no fee may be charged nor may any other form of consideration be received for the offer of any episode on a Catch-Up Basis. Catch-Up Episodes shall be made available on a Catch-Up Basis without any Catch-Up Advertisements. 17 Catch Up Rights Rider (30Aug12)ctv.doc

[Add the following language only if we want to permit Catch-Up to Affiliated System Websites as well as Licensee Websites:] [Upon Licensor s prior written consent which may be withheld or granted in Licensor s sole discretion, Licensee may also authorize Affiliated Systems to offer Catch-Up Episodes on a Catch-Up Basis on websites wholly owned, controlled and operated by each such Affiliated System and branded with the name and/or tradename of such Affiliated System (the Affiliated System Website ); provided, however, that all of the foregoing restrictions and requirements applicable to the Licensee Website, including those set forth in subparagraphs (a) through (c) shall apply to each Affiliated System Website; and further provided, however, that (i) each Affiliated System must agree in writing to abide by all terms and conditions of this Basic Television License Agreement, including Schedule 1; (ii) such authorization shall not release Licensee from its obligations to Licensor under this Basic Television License Agreement; and (iii) Licensee shall be liable for any breach of this Basic Television License Agreement by any such Affiliated System. For the avoidance of doubt, Catch-Up Episodes on an Affiliated System Website shall only be made available to authorized and registered users of such website who are subscribers to the applicable Affiliated System and in no event shall a Catch-Up Episode be offered on an Affiliated System Website with any Catch-Up Advertisement.] 18 2.3. Reporting. Licensee shall furnish to Licensor on a weekly basis, or shall provide Licensor with software tools to obtain from Licensee, to the extent it is permitted to do so under applicable privacy laws, usage reports detailing, at a minimum, the following data with respect to each Catch-Up Program exhibited by Licensee on a Catch-Up Basis, [each] 19 reported on a daily and aggregate basis: the date and time of each exhibition on a Catch-Up Basis. [Insert the following to the extent we have granted the right to offer Catch-Up Episodes on a Catch-Up Basis to Websites via Internet:] [; as well as: (a) the name of the website on which such Catch-Up Program was exhibited on a Catch- Up Basis and the Territory in which such Catch-Up Program was viewed; (b) the number of views and unique visitors to each website who viewed the Catch-Up Program on a Catch-up Basis; (c) the total number of views and unique visitors to each website; (d) total run of site (ROS) views and total ROS visitors (applicable where ROS inventory sold against a Program); and (e) such other information as Licensor may reasonably request; including the demographics of registered users, research highlighting user viewing and program selection behavior, and the impact of marketing and promotions.] [Insert the following to the extent we have granted the right to offer Catch-Up Episodes on a Catch-Up Basis to Websites via Internet with Catch-Up Advertisements:] [In addition, Licensee shall furnish to Licensor on a weekly basis, or shall provide Licensor with software tools to obtain from Licensee, reports detailing, at a minimum, the following data with respect to Catch-Up Advertisements, each reported on a daily and aggregate basis with respect to each Catch-Up Advertisement: (i) the ad/creative name and name/identifier of the advertiser, ad agency and sales executive; (ii) ad/creative start and end timestamps, order/campaign/flight/contract name and identifier and start & end timestamps; (iii) the name of the Catch-Up Program with which it was displayed and the Territory in which it was displayed; (iv) the ad type, ad cost type and ad rate of advertisement; the total number of impressions and total number of clicks ordered; and total number of impressions and total number of clicks delivered; (v) booked revenue and delivered revenue; (vi) targeted channel identifier, targeted show identifier and targeted territory(ies)/country(ies) identifier; and (vii) such other information as Licensor may reasonably request.] 2.4. Notwithstanding any of the foregoing, Licensor shall have the right to immediately terminate the rights granted under this Catch-Up Rights Rider in the event that Licensor receives any objection from any free television broadcaster that has licensed the Program in any part of the Territory 20. Upon written notification of such termination of such rights from Licensor 21, Licensee shall use best efforts to promptly remove all Catch-Up Episodes, such removal to be completed no later than five (5) days from the date of written notice from Licensor. Catch Up Rights Rider (30Aug12)ctv.doc

Catch Up Rights Rider (30Aug12)ctv.doc

1 Use of this Rider must be accompanied by the Basic Television Content Protection Schedule (available on Sharepoint). 2 Obtain this information from your business person and use Digipol definitions on Sharepoint. 3 Obtain this information from your business person and use Digipol definitions on Sharepoint. 4 Discuss with your business person (e.g., Mike Wald) if Catch-Up is being granted for any product other than current television series, since Catch-Up rights typically only apply to current television series (and not library series or theatrical features product). 5 Delete if we are only granting the right to Stream. 6 Delete if we are only granting the right to Electronic Download. 7 Available on Sharepoint. 8 If we are permitting Catch-Up to Websites but Licensee does not have ability to restrict viewing of the Licensee Website by viewers who are Subscribers, and if approved by your business person, remove the bracketed language, replace with viewers and include the following language: Licensee shall restrict the viewing of Catch-Up Episodes to Subscribers of the linear Licensed Service at such time that Licensee is able to do so. This exception would not apply to Catch-Up to set-top boxes since, by definition, this can only be to Subscribers. 9 Check with your business person. 10 Check with your business person to determine whether Catch-Up will be to set-top boxes and/or Websites. 11 If your business person has approved Catch-Up in High Definition as well as Standard Definition, replace solely in Standard Definition with the following language and attach the High Definition Rights Rider (which will presumably already be attached as a Rider since it would seem unlikely that HD would be granted in a Catch-Up context unless it was already granted for the Programs being licensed under the deal): in Standard Definition and High Definition, subject at all times to, for the avoidance of doubt, Rider for High Definition Rights. The reference to Programs in such Rider shall be deemed to include Catch-Up Programs. Also, check with your business person to see if they want to limit HD Catch-Up to Catch-Up on the STB, particularly if we are granting Catch-Up via websites, because this implicates Personal Computers to which HD is typically prohibited by default. If so you will need to adjust the language accordingly. See the example below: in Standard Definition and High Definition solely to Approved Set-Top Boxes and in Standard Definition to all other Approved Devices subject at all times to, for the avoidance of doubt, Rider for High Definition Rights. The reference to Programs in such Rider shall be deemed to include Catch-Up Programs. 12 Obtain from your business person. 13 Delete if not applicable. 14 Okay to add the following if requested by Licensee: The parties acknowledge and agree that a Catch-Up Episode may be exhibited an unlimited number of times during its Catch-Up License Period. 15 See Endnote 10 and adjust accordingly. 16 See Endnote 8 and adjust language accordingly. 17 We have on occasion permitted advertising in connection with the exhibition of Catch-Up Episodes on a Catch-Up Basis solely on a Licensee Website (but not on Affiliated System Websites). Here are some examples: Example 1: Solely in connection with Licensee s exercise of Catch-Up Rights on the Licensee Website, Licensee shall have the right to sell Catch-Up Advertisements. In addition to all License Fees set forth in the Basic Television License Agreement, Licensee shall pay to Licensor the product of all Ad Revenue multiplied by Fifty Percent (50%). Licensee may not barter any Catch-Up Advertisements with any third party. Licensee shall host, serve and distribute Catch-Up Advertisements at its sole expense. Ad Revenue as used herein, shall mean for each Catch-Up Program, gross revenues arising from the sale of Catch-Up Advertisements in connection therewith. If Licensee requests and your business person agrees, you can exclude from Ad Revenue an agreed upon percentage for bona fide ad/sales commissions, e.g., less bona fide advertising agency and sales commissions of not more than five percent (5%) of such revenues. No other deductions shall be allowed.

Example 2: Notwithstanding the foregoing, during the first twelve (12) months of the License Period solely for Season 1 of Drop Dead Diva ( Test Period ), Licensee may make Catch-Up Episodes available solely on the Licensee Website with Catch-Up Advertisements. During the Test Period any revenues generated from Catch-Up Advertisements shall be retained by Licensee. At the end of the Test Period, Licensee and Licensor shall discuss in good faith whether Licensee may continue to make Catch-Up Episodes available on a Catch-Up Basis with Catch-Up Advertisements, which discussions shall include a proposal regarding each party s respective share of any revenue earned from such Catch-Up Advertisements. For the avoidance of doubt, in the event that the parties are unable to reach mutually agreeable terms regarding Catch-Up Advertisements, Licensee may continue to offer Catch-Up Episodes without Catch-Up Advertisements. 18 Include only if requested by Licensee and approved by your business person on the deal. 19 Delete if not applicable. 20 Okay to give the following if requested by Licensee: as evidenced by written documentation and/or information supporting any such objection ( Documentation ). 21 Okay to give if gave in previous Endnote: (which notice shall include copies of such Documentation).