THE CULVER STUDIOS OFFICE LICENSE AGREEMENT
This OFFICE LICENSE AGREEMENT (this “Agreement”), dated as of September 18, 2013, is made by and between Culver Studios, LLC, doing business as THE CULVER STUDIOS (“Studio”) and Columbia Pictures Industries, Inc. (“Licensee”) governing Licensee’s use of the Premises (as defined below) located on that certain property commonly known as The Culver Studios and primarily located at 9336 West Washington Boulevard, Culver City, California (the “Studio Lot”).
SUMMARY OF KEY TERMS
INCLUDED SERVICES: Premises: Above Stages Term: September 30, 2013-October 18, 2013 @ a Rent of: $1,280 per week. East, Rooms 321 & 322
4 unreserved spaces, as available, in underground structure Parking 0 reserved spaces, as available 0 VIP spaces, as available Note: All parking subject to relocation Utilities Basic utilities, as exist Kitchen, if any Includes refrigerator, microwave oven, water cooler Housekeeping Light night housekeeping and recycling. (No housekeeping in support rooms or trailers) In “as-is”, “where-is” condition Furniture, if any See Inspection Sheet for inventory and condition of Included Furniture
3 phones, including all calls to within the Continental US Telecom 3 basic internet access 0 Additional Bandwidth (see Schedule B)
EXCLUDED SERVICES: Work’s Dept. Labor and materials to hang Cellotex; labor and materials for specialty wall colors/paint; labor and materials to remove/install furniture, fixtures, etc. or otherwise alter offices in any way Water 5-gallon water, which can only be delivered by Arrowhead Storage Outside the licensed Premises Parking Additional parking; fee for unreturned/lost Parking Permits Utilities Additional utilities Telecom Additional telecom services and equipment Security Fee for unreturned/lost Security Badges and keys
Additional Studio provides no additional furniture and no labor for furniture installation/removal/etc. Furniture Facilities Rentals (including mini fridge, water cooler (aside from that provided in a Kitchen), etc.) Housekeeping No housekeeping in support rooms (dressing room, HMU, wardrobe, mill, holding, green, etc). No daytime housekeeping anywhere.
This Summary of Key Terms references the Agreement (as defined above). All terms and rates set forth on this Summary of Key Terms shall be a part of and are hereby incorporated into the Agreement and shall at all times be subject to the terms and conditions set forth in the Agreement.
Rates are contingent upon the services and term set forth above and may be subject to change accordingly. Anything not specifically set forth herein as included shall be subject to the rates set forth on the Studio’s then-current rate card. Studio makes no representation that the Premises and facilities set forth above will be available for use by Licensee other than on the dates set forth herein, provided that Studio shall exert commercially reasonable efforts to make the Premises, facilities, equipment and personnel set forth above available in order to accommodate any changes in the services and term requested by Licensee.
Executed at: ______By: ______
Date: ______Name: ______
1 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 Title: ______
2 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 KEY BUSINESS TERMS
LICENSEE "Licensee" shall include its agents, employees, contractors, or invitees The “Base Rent” shall be as set forth in the Summary of Key Terms. Base Rent shall be BASE RENT due on the first day of each week. [For purposes of this provision, the first day of a week shall be deemed to be Monday.] The “Security Deposit” shall be Three Thousand Eight Hundred Forty Dollars SECURITY DEPOSIT ($3,840.00) to be paid to Studio simultaneously with execution of this Agreement in accordance with Section 2. The “Licensed Parking” consists of the number of parking spaces set forth in the Summary of Key Terms for standard-sized personal passenger vehicles (not to exceed LICENSED PARKING 10 feet wide by 20 feet long), the particular location of which shall be assigned and designated by the Studio’s Parking Office. The “Additional Services” shall be any services (except for the Included Services listed in the Summary of Key Terms) requested or ordered by Licensee and provided by Studio ADDITIONAL SERVICES or its agents in connection with this Agreement, including, without limitation, those set forth as “Excluded Services” in the Summary of Key Terms and those set forth in Section 4. The “Included Furniture” shall be as identified in the “Move In” portion of the Inspection INCLUDED FURNITURE Sheet, the form of which is attached hereto as Schedule C. The “Bandwidth Services” shall mean (i) any and all bandwidth, including, but not limited to, leased fiber, in-building fiber, switches, routers, connection channels, managed services and point to point connectivity such as a private network, but does not include cellular wireless services and (ii) certain related services (including, without BANDWIDTH SERVICES limitation, internet service and any Additional Bandwidth (as defined in Schedule B), if applicable) and equipment described in Schedule B attached hereto, and shall be subject to the terms and conditions set forth on Schedule B attached hereto, including the Termination Fee (as defined on Schedule B). ADDITIONAL TERMS AND CONDITIONS □ If checked, see Exhibit C attached hereto for additional terms and conditions.
CERTAIN DEFINED TERMS
The Culver Studios Attention: President & Chief Executive Officer 9336 W. Washington Boulevard Culver City, CA 90232-2600 STUDIO NAME AND ADDRESS FOR and ALL NOTICE PURPOSES: Attention: Joelle Halperin and Anthony Barsanti Lehman Brothers Holdings Inc. 1271 Avenue of the Americas - 39th Floor New York, NY 10020 Phone: (646) 285-9066 Columbia Pictures Industries, Inc. LICENSEE NAME AND ADDRESS FOR 10202 W. Washington Boulevard, Thalberg Building, Room 1305 ALL NOTICE PURPOSES: Culver City, CA 90232 Attention: Nick Costantino The “Additional Charges” shall be the amounts due for any Additional Services provided to Licensee, its employees, contractors, agents or invitees in accordance with ADDITIONAL CHARGES that certain Rate Schedule set forth on Exhibit A attached hereto, which Rate Schedule may be revised from time to time by Studio.
3 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 STANDARD TERMS & CONDITIONS
Studio hereby licenses to Licensee, and Licensee hereby hires from Studio, the Premises for the Term at the Base Rent, on the terms and conditions set forth in this Agreement. In addition to the Base Rent, Licensee shall pay Studio the Additional Charges for any Additional Services as set forth herein. The Included Furniture, if any, is included with the Premises in its “as-is,” and in a “where-is” condition, without representation or warranty, and no labor or moving service shall be provided by Studio with respect thereto. No other furniture is being provided by Studio as part of or in connection with the Premises. Notwithstanding anything herein to the contrary, Studio shall have no obligation to deliver possession of or furnish the Premises or provide any Additional Services whatsoever to Licensee until after Licensee has provided Studio with the full amount of the Security Deposit and the certificates of insurance required in Section 11.
Studio and Licensee hereby further agree as follows:
1. RENT: representatives in good faith; provided that the Base Rent shall Licensee shall pay to Studio as Base Rent for the Premises, the be abated for any period of an interruption resulting from the sum specified in the Key Business Terms as Base Rent. Base Studio’s intentional misconduct. Studio shall use commercially Rent shall be payable in accordance with Section 6 without reasonable efforts to promptly restore utility services in the notice or demand and without any deduction, off-set or event of a failure or interruption of such services. abatement. 4. ADDITIONAL CHARGES: 2. SECURITY DEPOSIT: Licensee shall pay Studio the Additional Charges, in addition to Simultaneously with the execution of this Agreement, Licensee the Base Rent, for Additional Services to the extent used by shall deposit with Studio the Security Deposit to be held by Licensee, including, without limitation, the following: Studio in accordance with this Agreement as security for Licensee’s faithful performance of its obligations under this a. Any use by Licensee of production facilities Agreement. If Licensee fails to pay Base Rent, Additional b. Telephone equipment and service Charges, or otherwise defaults in performance of its obligations c. Bandwidth Services under this Agreement, Studio may use, apply or retain all or any d. Labor costs for moving, repairs and extra services portion of the Security Deposit as may be reasonably necessary e. Parking spaces in excess of the parking spaces for payment of amounts due or which will become due to Studio allocated to Licensee in the Key Business Terms and/or to remedy Licensee’s default in its obligations under this f. Additional cleaning services requested by Licensee, Agreement, including, without limitation, to repair damages and provided by Studio in excess of the Basic (reasonable wear and tear excepted) caused by Licensee, and Cleaning Night Service or for cleaning request in to clean the Premises upon their surrender, restoring them to Support Room or Trailer. their condition upon delivery (as identified in the Inspection g. Cost of replacement or unreturned Security Badges Sheet), and/or to reimburse Studio for any Loss (as defined (as defined below) and Parking Permits (as defined below) which Studio may suffer or incur by reason of any of the below) foregoing. If Studio uses, applies or retains all or any portion of h. Additional guard services pursuant to Section 16 the Security Deposit during the Term, upon receipt of five (5) i. Any use of the Premises for purposes other than office days written notice from Studio, Licensee agrees to deposit purposes such amounts with Studio as may be necessary to restore the Security Deposit to the full amount required by this Agreement. Any and all Additional Services and other uses of the Studio Lot Studio shall not be required to keep the Security Deposit or Studio property shall be treated as Additional Services separate from Studio’s general or other accounts nor shall subject to Additional Charges and/or additional terms and Studio be required to pay Licensee any interest on the Security conditions and shall be requested or ordered from, coordinated Deposit. The balance of the Security Deposit or any unapplied with and scheduled by the Studio, subject to availability and or unused portion thereof, if any, will be returned to Licensee Studio’s prior written consent at Studio’s sole and absolute within thirty (30) days after the later of (a) full performance by discretion. All Additional Services must be paid for by Licensee Licensee of its obligations under this Agreement and (b) promptly upon receipt of invoice therefor. vacation of the Premises by Licensee. Studio may, in its sole discretion, require an increase in the amount of the Security Licensee expressly acknowledges and agrees that the rates Deposit before additional office space or Additional Services will and services covered by Additional Charges are subject to be provided. change, including increase, from time to time upon notice to Licensee. Licensee expressly acknowledges and agrees that 3. UTILITIES; CLEANING SERVICES: any and all labor, material and service rate increases incurred Studio will provide the Premises with basic office electricity for by Studio in connection with performing Studio’s obligations standard office lighting and standard office equipment at no under this Agreement and providing or furnishing any of the additional charge to Licensee. Studio will provide light janitorial Additional Services to Licensee shall be passed on to Licensee, services (consisting of basic trash removal and vacuuming) for including retroactive increases in labor rates as agreed to the Premises during weekdays (excluding holidays) (the “Basic between Studio and the appropriate guild or union. Licensee Cleaning Services”) at no additional charge to Licensee. shall pay Studio the applicable Additional Charges in Studio shall not be liable for any failure or interruption in utility accordance with Section 6 for any Additional Services provided or janitorial services for any reason, including without limitation, to Licensee, its agents, employees or contractors, in addition to resulting from actions taken or decisions made by Studio or its the Base Rent. 4 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 keys for the Premises, Studio may, in its sole and absolute Notwithstanding anything in this Agreement to the contrary, discretion, cause the locks for the Premises to be changed at Studio has no obligation to maintain the Additional Services or Licensee’s sole cost and expense, which may be deducted from any other services or departments on the Studio Lot, and may the Security Deposit or invoiced directly to Licensee as an enter into agreements with independent contractors to assume Additional Charge. the operation of any department or provide any services, or Studio may assume the operation of any department itself. Any holding over by Licensee beyond the Term shall be on the Studio will notify Licensee of any such change in the operation same period as specified for the payment of Base Rent in the of a department on the Studio Lot. Key Business Terms at 200% of the Base Rent, and otherwise upon the terms and conditions of this Agreement. 5. TELEPHONE AND INTERNET SERVICE: 5.01 TELEPHONE, CABLE TELEVISION AND STANDARD 8. USE: INTERNET SERVICE: Any and all telephone, cable television Licensee shall use the Premises only for office purposes. Any and internet service (including, without limitation, wi-fi and other use of the Premises shall require the prior written consent broadband) and equipment (including, without limitation, of Studio in Studio’s sole and absolute discretion and shall be wireless routers and cable television boxes, but excluding subject to Additional Charges. Licensee, at its sole expense, televisions), except cellular phones, used by Licensee on the shall comply, and shall cause its agents, employees, Premises shall be supplied and rented as Additional Services contractors and invitees to comply, with all applicable laws, exclusively from or through Studio. Unless otherwise requested orders, regulations and ordinances of federal, state, county and in writing by Licensee, telephone lines provided to Licensee municipal authorities, with all applicable rules and regulations of shall be unrestricted and Licensee shall pay as Additional governmental agencies, and with any direction of any public Charges for all calls placed on any such lines until officer pursuant to law which shall impose any violation, order, disconnected. or duty upon Studio or Licensee with respect to any part of the Studio Lot used by Licensee hereunder, including, without 5.02 BANDWIDTH SERVICES: Any and all Bandwidth limitation, the Premises, and Licensee will conduct itself, and Services used by Licensee on the Premises shall be supplied cause its agents, employees, contractors and invitees to and rented as Additional Services exclusively from or through conduct themselves, with full regard for and without interfering the Studio, subject to the additional terms and conditions set with the rights, convenience, and welfare of all other licensees, forth on Schedule B attached hereto. tenants and invitees of Studio. Licensee, at its expense, shall also comply with all rules, regulations and procedures 6. PAYMENT: established by Studio, as the same may be modified from time Base Rent shall be due on the first day of the period specified in to time by Studio in its sole and absolute discretion, and made the Key Business Terms. Base Rent for any partial period shall known to Licensee, including, without limitation, the current not be prorated. Studio will submit weekly invoices to Licensee Culver Studios Rules & Regulations attached hereto as Exhibit pursuant to Studio’s standard billing procedure, which invoices B (the “Rules”). Studio shall not be responsible to Licensee for will include any Additional Charges. Payment of the amounts the non-performance of the Rules by any other licensee, tenant, invoiced for Additional Services, including any rate increased occupant or visitor. Licensee acknowledges receipt of the passed on to Licensee retroactively or otherwise, and any other Rules. Notwithstanding anything to the contrary in this amount owing by Licensee hereunder are due and payable Agreement, Licensee shall not conduct any activities or keep upon receipt. If amounts due under this Agreement, including, any materials, substances or articles in or about the Premises without limitation, Base Rent and Additional Charges, are not or the Studio Lot which will in any way impair or invalidate, or received by Studio within fifteenseven (157) days of the due increase the premium cost of, insurance policies carried by date, Licensee shall pay an overdue charge equal to one and Studio. No animals are allowed in the Premises or in any of the one-half percent (1.5%) per month (or portion thereof) of the Studio’s offices, and are not allowed on the Studio Lot without total payment(s) past due, or the highest charge permitted by the prior written consent of Studio. If by reason of failure by law, whichever is lower. Licensee to comply with the provisions of this Section any of Studio’s insurance rates are increased, then Licensee shall 7. SURRENDER; HOLDING OVER: reimburse Studio for such increase within five (5) days after Immediately upon the expiration or sooner revocation or presentment of an invoice or statement therefor. termination of this Agreement, Licensee shall vacate, surrender and deliver to Studio the Premises, with all Included Furniture, if 9. CONDITION OF PREMISES; MAINTENANCE: any, all improvements, parts and surfaces thereof, and any Licensee has inspected the Premises and any Included Studio Lot facilities and equipment furnished by Studio to Furniture, acknowledges that the Premises and any Included Licensee hereunder, to Studio at the end of the Term broom Furniture are satisfactory and hereby accepts the Premises and clean and free of debris, in the same operating order, condition any Included Furniture in their “as-is”, “where-is” condition, and state of repair as when received, reasonable wear and tear without representation, warranty or guaranty, express or excepted. Licensee shall pay to Studio promptly upon invoice implied, by Studio or any other person acting on behalf of for all damage to the Premises (as identified in the “Move Out” Studio. portion of the Inspection Sheet) or any property or equipment provided to Licensee by Studio existing at the end of the Term, Except for the Basic Cleaning Services to be provided by and all Losses related thereto. Studio, Licensee shall be solely responsible for maintaining the Premises in clean, safe and sanitary condition and in as good Additionally, Licensee shall return all keys and Security Badges order and repair as when received, including, without limitation, to the Studio Security Department and shall be responsible for any Included Furniture, reasonable wear and tear excepted, the cost of any unreturned items. If Licensee fails to return any 5 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 and for removing all trash and debris from the Premises to person, property, entity and/or business, including, without appropriate receptacles therefor, during the Term. limitation, injury to the property of Licensee, its agents, officers, employees, contractors or invitees, or third parties by any Licensee shall preserve and protect all property of Studio in its cause, including, without limitation, (1) by water leakage of any possession or at the Premises, and if Licensee, its agents, character, gas, fire, oil, electricity, theft, or any other cause employees, contractors, servants, guests or invitees damage or whatsoever, (2) arising out of the condition of the Studio Lot, the lose any of Studio’s property, Licensee shall compensate Studio Premises or any portion thereof, including, without limitation, the for Studio’s full cost of repairing or replacing any damaged or parking area and the common areas of the building in which the lost property. Premises are located, and their surrounding areas, or (3) arising out of the use or misuse of the Premises or other Studio 10. ALTERATIONS: facilities or equipment by Licensee, its agents, officers, Licensee shall not paint, paper, or make any Alterations (as employees, contractors or invitees, or third parties. Licensee defined below) to the Premises without Studio’s prior written waives any claims against, and any right of subrogation it or its consent, which consent may be withheld or conditioned in insurer(s) may have against, Studio or its insurer(s) as a result Studio’s sole and absolute discretion. “Alterations” shall be of any Loss; provided, however, that this covenant shall not any modifications of any kind to structural or other components apply to the extent of any Losses resulting from the willful or of the Premises, including, without limitation, the installation of grossly negligent conduct of Studio, its agents, or employees partitions or built-in fixtures, equipment or facilities in or about while in or on the Premises. Licensee hereby releases, and the Premises, making any holes in walls to hang items agrees to indemnify and defend, and hold harmless, the Studio, (including pictures and Cellotex), or modifications of any kind to its owners, partners, members, directors, officers, agents, any operating systems or life safety systems or equipment employees, managers and affiliates (collectively, “Indemnified located in the Premises or in any portion of the Studio Lot. Any Parties”), from and against any and all Losses to which such Alterations made to or installed in the Premises shall require party may be subjected or exposed by reason of or arising out Studio’s prior written consent and shall be done in accordance of this Agreement, any activity related to this Agreement, the with and subject to the written directions and conditions issued use or operation of the Premises or any part thereof, any by Studio, in its sole and absolute discretion, including requiring Included Furniture, whether or not by Licensee, or its agents, that the work be performed by Studio, in which case Licensee employees, contractors or invitees, or the use of any other shall be charged for the costs of performing any such work portion of the Studio Lot by Licensee, or its agents, employees, (including the cost of labor and materials) as an Additional contractors or invitees, except to extent of resulting from the Charge, unless Studio specifies otherwise in its written consent, willful or negligent conduct of the Indemnified Parties. and shall become a part of the Premises and the property of Notwithstanding anything in this Agreement to the contrary, Studio. Studio may repair, alter, improve or remodel any Studio reserves its rights to assert, and does not release portion of the Premises or the building, but without obligation to Licensee from, any statutory or common law claims that it may do so and without liability to Licensee for any damage (except have against Licensee for any Losses arising out of or in any to the extent due to the active negligence or willful misconduct way related to the occupancy, use or operation of the Premises of Studio) or for any inconvenience to or temporary impairment by Licensee, except to extent of resulting from the willful or of the enjoyment of the Premises by Licensee. negligent conduct of the Indemnified Parties.
11. RIGHT OF ENTRY: Licensee agrees to pay prior to delinquency for all labor done or With reasonable prior notice to Licensee, Studio, its officers, materials, supplies or equipment furnished for any work or agents, contractors and employees will have the right to enter, repair, maintenance, improvement, alteration or addition done and Licensee will permit them to enter the Premises, with a or authorized to be done by Licensee in or about the Premises, passkey or otherwise, at any time for inspection, repair, and to keep and hold the Premises free, clear and harmless of janitorial service, or other reasonable purposes. Licensee may and from all liens of any kind that could or do arise by reason of not change any locks to or at the Premises. any such activities. Licensee further agrees to indemnify, defend and hold harmless Studio from and against all Losses 12. NO LIABILITY OF STUDIO FOR FORCE MAJEURE: resulting from any claim of lien or action brought by reason of Failure of Studio to comply with the terms and conditions hereof any such activities by or on behalf of Licensee. because of an act of God, strike, labor troubles, war, fire, riot, earthquake, act of pubic public enemies, action of governmental The provisions of this Section shall survive any expiration or authorities (federal, state or local), unavailability of power, other termination of this Agreement, however arising. utilities, telephone service, internet, Bandwidth Services, transportation, production facilities or materials, or for any other 14. INSURANCE: reason beyond the reasonable control of Studio, shall not be a Licensee at its cost shall procure and at all times during the breach of this Agreement by Studio, and Studio shall not be Term maintain insurance meeting the following specifications: liable to Licensee for any Losses related thereto. (a) commercial general liability insurance with limits of not less 13. INDEMNITY; NO LIENS: than One Million Dollars ($1,000,000.00) per occurrence This Agreement is made on the express condition that Studio and in the aggregate, insuring against all liability of shall be free from any and all liabilities, claims, suits, actions, Licensee and its agents and representatives arising out of judgments, proceedings, demands, liens, costs, damages, and in connection with the use, possession or occupancy of fines, penalties, losses, costs and expenses (including, without the Studio Lot and the Premises. Such liability insurance limitation, reasonable outside attorneys’ fees and costs, policies shall: (i) include coverage for liability arising from consequential, punitive, special and incidental damages) bodily injury, property damage, personal injury and (collectively, “Loss(es)”) by reason of injury, damage or Loss to advertising injury, liability assumed under an insured 6 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 contract, and loss of use; (ii) name Studio and each of the deliveries to the Premises will be permitted without Indemnified Parties (as defined below) as additional Licensee’s presence and prior consent or on-the-spot insureds; (iii) include a cross-liability endorsement or authorization. Studio shall have the right to rely on oral severability of interest clause and a waiver of subrogation consent from any of Licensee’s employees, contractors or against the additional insureds; and (iv) be primary and agents in possession of a Security Badge (as defined non-contributory to any insurance maintained by the below). additional insureds; (b) Licensee shall bear the full cost of any additional guards (b) property insurance covering all sets, facilities, fixtures, (aside from those provided by Studio for general perimeter equipment and tools placed upon the Premises by security) which Studio may reasonably deem necessary. Licensee, whether owned, leased or borrowed, in an (c) The security of Studio property requires that Studio’s amount equal to the full replacement value thereof; and guards be permitted to reasonably search vehicles entering (c) workers compensation insurance in accordance with the or leaving the Studio Lot for any of Studio’s property before laws of the State of California and employer’s liability they leave the Studio Lot, and Licensee hereby consents, insurance with limits of not less than One Million Dollars on behalf of itself, its agents, representatives, employees, ($1,000,000.00). contractors and invitees, to a reasonable search of their vehicles, and agrees to open any and all compartments to Certificates evidencing all such insurance shall be filed with such vehicles if requested to do so by Studio’s guards. Studio before Licensee may use or occupy the Premises. Licensee shall notify all of its agents, representatives, Failure of Studio to demand certificates of insurance or employees, contractors and invitees of this requirement. additional insured endorsements evidencing full compliance (d) Each of Licensee’s employees, agents and contractors with the requirements of this Section 14 or to identify a working on the Studio Lot other than on an incidental basis deficiency from evidence provided will not be construed as a must obtain an identification badge which shall include the waiver of Licensee’s obligation to maintain such insurance. The person’s name and picture (each, a “Security Badge”). All acceptance of delivery of any evidence of insurance by Studio visitors to the Studio Lot will be provided with a visitor does not constitute approval or agreement that the insurance badge (each, a “Visitor Badge”). Licensee shall ensure requirements have been met. that all employees, agents, contractors and visitors shall have their Security Badges or Visitor Badges, as All policies required by this Section 14 shall provide that, during applicable, on their person at all times when on the Studio the Term, Licensee will be given at least thirty (30) days written Lot. All Security Badges issued to Licensee’s employees, notice by mail before any of the insurance policies required agents and contractors shall be returned to Studio’s herein are canceled or expire, ten (10) days written notice for Security Department upon the earlier of (i) an employee’s, cancellation due to non-payment, and Licensee agrees to agent’s or contractor’s completion or termination of work at provide Studio with a copy of such notice immediately upon the Studio Lot, (ii) the end of the Term or (iii) termination of receipt. Should any of the required policies be cancelled before this Agreement. The cost of any replacement or the expiration date thereof, notice will be delivered in unreturned Security Badges will be invoiced to Licensee as accordance with policy provisions. In addition, Licensee shall an Additional Charge. keep Studio advised of any changes in any of the provisions of (e) Studio reserves the right to refuse admittance to or require any such insurance policies which may adversely affect Studio’s removal of anyone from the Studio Lot for reasonable rights hereunder. Licensee acknowledges that the security purposes. requirements of this Section 14 do not, in any way, limit the liability of Licensee hereunder. 17. ASSIGNMENT: Licensee shall not voluntarily or by operation of law assign, 15. DESTRUCTION: transfer, mortgage or encumber or sublet or sublicense Should there be a total or substantial destruction of the (collectively “Assignment or Subletting”) all or any part of Premises so as to render the Premises or any part thereof Licensee’s interest in this Agreement or in the Premises without unusable, either party shall have the right to terminate this the prior written consent of Studio, which Studio may withhold Agreement as to that part which was rendered unusable by or condition in its sole and absolute discretion. Any Assignment giving written notice to the other party within ten (10) days after or Subletting without Studio’s consent shall, at Studio’s option, such damage or destruction. be a default under this Agreement and Studio may, at its option, exercise any of the rights and remedies provided under this 16. SECURITY: Agreement, at law, in equity, or otherwise in connection with (a) Licensee must inform the gate guard when either a delivery such default. Regardless of Studio’s consent to any proposed or pickup is to be made to the Premises (Ext. 3254). This Assignment or Subletting, no Assignment or Subletting shall be notice will enable guards to screen out unauthorized effective without the proposed assignee’s or sublicensee’s deliveries or pickups. If a truck does come to the gate with express written assumption of Licensee’s obligations under this a delivery for Licensee and Studio has been notified, Studio Agreement. Studio’s consent to any Assignment or Subletting will attempt to contact a member of Licensee’s staff. If shall not constitute a consent to any subsequent Assignment or unable to make any contact, Studio may, in its sole and Subletting. absolute discretion, either send a guard with the truck to enable the driver to make his delivery or require that the 18. DEFAULT: driver return at a later date. The time spent by any guard In addition to any of the other rights and remedies Studio may with the truck to enable the driver to make his delivery or by have at law, in equity or otherwise, in the event Licensee any guard posted with the delivery (if deemed necessary in defaults in the performance of any covenant, condition, or term Studio’s sole and absolute discretion) will be charged to of this Agreement, or is deemed to have defaulted under this Licensee as an Additional Charge. No pickups from or 7 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 Agreement as provided in Section 18 below, Studio may (but considered as rent reserved by Studio upon contract, and all shall not be obligated to), in its sole and absolute discretion: remedies now or hereafter given by the laws of the State of (a) terminate this Agreement and Licensee’s right to California for the collection of rent or fees are reserved by possession of the Premises, and also terminate any Studio in respect to the sum(s) so payable. separate license or other agreement between Studio and Licensee allowing Licensee or related parties to use stage Licensee agrees in consideration of Studio’s execution of this facilities at the Studio Lot, and Licensee will have no further Agreement that any claim or defense of any kind by Licensee claim to the Premises under this Agreement (or any stage based upon or arising in connection with this Agreement or facilities under any other agreement). To the extent otherwise shall be barred unless asserted by Licensee by the waivable, Licensee hereby waives the protection available commencement of an action or the interposition of a defense under California Code of Civil Procedure Sections 1174 within six (6) months after the occurrence of any action or and 1179 and any related sections presently existing or inaction to which such claim or defense relates. The provisions hereinafter enacted; of this Section shall survive any expiration or termination of this (b) take any action it reasonably deems necessary or Agreement, however arising. appropriate to remedy such default, including, without limitation, in the case of abandonment, to dispose of any of If Licensee and Studio have entered into a separate license or Licensee’s abandoned personal property as Studio deems other agreement for stage facilities or similar space at the appropriate, without liability to Licensee. In such event, Studio Lot, a uncured default by Licensee under such separate Licensee shall, within five (5) business days of receipt of an license or other agreement shall constitute a default under this invoice therefor from Studio, reimburse Studio for all of Agreement. Studio’s costs and expenses associated with remedying such default; 19. DELIVERY: (c) continue this Agreement in full force and effect, reenter and Licensee shall not claim damages, other than a prorated occupy the Premises for the account of Licensee and abatement of the Base Rent, if delivery of possession of the collecting any unpaid Base Rent or Additional Charges Premises shall be delayed beyond commencement of the Term, which have or may thereafter become due and payable. regardless of the cause. The purpose of this clause is to give Studio the remedy described in California Civil Code Section 1951.4; 20. ATTORNEYS’ FEES: (d) reenter the Premises under the provisions of clause (c) The prevailing party may recover from the other party its costs above and thereafter elect to terminate this Agreement and and reasonable outside attorneys’ fees of any action brought by Licensee’s right to possession of the Premises. either party to enforce any terms of this Agreement or to recover possession of the Premises, whether or not the action If Studio reenters the Premises under the provisions of clauses proceeds to judgment. (b) or (c) above, Studio shall not be deemed to have terminated this Agreement or the obligation of Licensee to pay any Base 21. PROTESTS: Rent or Additional Charges thereafter accruing, unless Studio All challenges or protests with regard to the accuracy or notifies Licensee in writing of Studio’s election to terminate this legitimacy of any and all charges must be received by Studio in Agreement. If Studio reenters or takes possession of the writing within thirty (30) days from the date Licensee receives a Premises, then Studio shall have the right, but not the copy of an invoice for any such charges. All protests or obligation, to remove all or any part of the personal property in challenges not received within such thirty (30) day period shall the Premises and to place such property in storage at a public be deemed to be waived, and Licensee shall be deemed to warehouse at the expense and risk of Licensee. have conceded the legitimacy and accuracy of such charges.
If Studio elects to terminate this Agreement under the 22. GENERAL PROVISIONS: provisions of clauses (a) or (d) above, Studio may recover as This Agreement (when executed by Studio) constitutes and is damages from Licensee the amounts permitted under California intended to integrate the entire understanding and agreement Civil Code Section 1951.2. between the parties hereto with respect to the subject matter hereof. There are no collateral understandings and this Additionally, if Licensee fails to pay any invoice for any Agreement supersedes all prior and contemporaneous Additional Service within seven (7) days of delivery of such understandings and representations made by Studio and/or by invoice, Studio may (but shall not be obligated to), in its sole an employee, agent, contractors or representative of Studio with and absolute discretion, restrict or discontinue, without notice to respect to the subject matter hereof, and may not be amended, Licensee, any and all Additional Services, including, without modified or otherwise changed in any manner except by a limitation, telephone or internet service or Bandwidth Services, writing executed by the parties; provided, however, that furnished to the Premises, and no such restriction or Licensee shall be bound, without signature, to all supplements disconnection shall be deemed an actual or constructive and amendments to the Rules or the Additional Charges eviction. In such event, restoration or reconnection of an hereafter adopted by Studio. No partial invalidity of this Additional Service will require payment in full of all invoiced Agreement shall affect the remainder. Headings shall not limit amounts due and Studio, in its sole and absolute discretion, or affect any paragraph in this Agreement. No waiver, benefit, may require a restoral charge and/or additional deposits and privilege or service voluntarily granted or performed by Studio to may thereafter restrict or deny Additional Services not pre-paid or for Licensee, or any other licensee on the Studio Lot, shall be by Licensee. construed to vest any contractual right in Licensee by custom, estoppel or otherwise. No waiver by Studio of any default by Additionally, all Base Rent and any Additional Charges required Licensee under this Agreement shall constitute a waiver of any to be paid by Licensee hereunder shall be deemed and subsequent default, and after a waiver, express or implied, no 8 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 notice need be given that strict compliance in the future will be copies of any notice shall not be deemed a failure to give required. Time is of the essence of this Agreement and each of notice. the provisions hereof. Each provision of this Agreement performable by Licensee shall be deemed both a covenant and 25. CONDITIONS: a condition. This Agreement shall be deemed to have been It is hereby recognized and agreed that Studio is under no executed and delivered within the State of California and the contractual obligation to deliver the Premises to Licensee or to rights and obligations of the parties hereunder shall be allow Licensee to access the Studio Lot unless and until Studio construed and enforced in accordance with, and governed by, is in receipt of the following: the laws of the State of California without regard to principles of conflicts of laws. This Agreement may be executed in (a) A copy of this Agreement executed by both Studio and counterparts, shall become effective when it has been executed Licensee; by the parties hereto and signatures may be exchanged by (b) The first installment of Base Rent; facsimile or emailed PDF and thereafter shall be binding upon (c) The full amount of the Security Deposit required hereunder; and inure to the benefit of each party and their respective heirs, and representatives, successors and assigns. Each and all (d) Certificate(s) evidencing the insurance required in Section provisions hereof shall be binding upon and inure to the benefit 14. of the successors or assigns of Studio and upon the successors or assigns of Licensee if any assignment has been made with 25. PARKING: Studio’s written consent. If there is more than one Licensee Studio grants to Licensee the non-exclusive license to use named in this Agreement, the liability of each shall be joint and during the Term the Licensed Parking identified in the Key several. Any addendum attached hereto and either signed or Business Terms, the particular location of which shall be more initialed by the parties shall be deemed a part hereof and shall particularly assigned and designated by the Studio’s Parking supersede any conflicting terms or provisions contained in this Office, for parking of vehicles. of Licensee, its agents, Agreement. All schedules and exhibits attached hereto are contractors and employees. Licensee shall pay Studio, as an hereby expressly made a part of and incorporated into this Additional Charge, for the license of any additional parking Agreement. The parties hereto are entering into this Agreement spaces. Licensee will be issued the appropriate number of as independent contractors and no agent, contractor or parking permits (“Parking Permits”) for the Licensee Parking employee of one shall be deemed to be the agent, contractor or by the Studio’s Parking Office. All Parking Permits issued to employee of the other. Nothing contained herein is intended to Licensee’s employees, agents and contractors shall be returned make either of the parties a partner or joint venture with the to Studio’s Security Department upon the earlier of (i) an other. This Agreement is solely for the benefit of the parties employee’s, agent’s or contractor’s completion or termination of hereto and their successors and permitted assigns, and this work at the Studio Lot, (ii) the end of the Term or (iii) termination Agreement shall not be deemed to confer upon or give to any of this Agreement. The cost of any replacement or unreturned other third party any remedy, claim, liability, reimbursement, Parking Permits will be invoiced to Licensee as an Additional cause of action or other right, other than the parties’ respective Charge. Visitors to the Premises will be issued a guest parking successors and permitted assigns. permit, the cost of which shall be invoiced to Licensee as an Additional Charge at the day pass rate charged from time to 23. AUTHORITY OF SIGNATORY: time at the Studio Lot. Each individual executing this Agreement on behalf of a business entity represents and warrants by so executing that he Parking is permitted in spaces assigned by the Parking Office or she is duly authorized to execute and deliver this Agreement only. Vehicles improperly parked on the Studio Lot may be on behalf of such entity (if a corporation, in accordance with its cited and/or towed away at the vehicle owner’s expense. By-Laws) and that this Agreement is binding upon such Violations of Studio’s parking regulations by Licensee, its business entity. employees, agents, contractors, guests or invitees may result in the suspension of Licensee’s right to drive and/or park on the 24. NOTICES: Studio Lot. Studio reserves the right to locate some or all types Except as otherwise expressly provided by law, all notices, of parking at a nearby location. Without the prior written approvals, instructions, directions, objections, disclosures, consent of Studio, vehicles may not be left overnight on the waivers, authorizations, advice, consents, elections, Studio Lot. acceptances, agreements, extensions or other communications herein required or permitted hereunder shall be in writing, shall 26. CULVER CITY BUSINESS LICENSE TAX: be served on the parties at the addresses set forth in the Licensee acknowledges that it is aware of its potential obligation Certain Defined Terms, and shall be effective upon the earliest in connection with the Culver City Business License Tax of the following to occur: (a) when personally delivered to the ordinance arising out of its use of the Premises and agrees to recipient; or (b) upon receipt or refusal of receipt after delivery undertake, on its own, whatever actions may be necessary to or attempted delivery by an overnight national delivery service comply with such ordinance. or the United States Postal Service, as evidenced by delivery or refusal of receipt by such delivery courier. Any notice delivered 27. RELOCATION; REVOCATION; TERMINATION: after 5:00 p.m. Los Angeles, California time, shall be deemed Studio may at any time during the Term on at least seven (7) received on the next business day. A party’s address may be days’ advance notice to Licensee relocate the Premises to changed by written notice to the other party; provided, however, another portion of the building in which the Premises are that no notice of a change of address shall be effective until located that is similar in size to the Premises (“Substitute actual receipt of such notice. Copies of notices are for Premises”). Any such relocation shall be at Studio’s cost and informational purposes only, and a failure to give or receive shall be performed by personnel retained by Studio either during a weekend or holiday, or after 7 p.m. on a business day. 9 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 Upon such relocation the term “Premises” shall mean and refer acknowledge, and deliver to Studio or such other party as to the Substituted Premises, and License shall observe and Studio may request, a certificate certifying: perform all of its obligations under this Agreement with respect (a) that the Agreement is unmodified and in full force and thereto as if the Substituted Premises had been the original effect (or, if there have been modifications, that the same Premises under this Agreement. There shall be no reduction or are in full force and effect as modified and stating such abatement of Base Rent as a result of any such relocation of modifications); the Premises. (b) the dates to which Base Rent and Additional Charges, if any, have been paid; The license granted hereunder may be revoked by Studio upon (c) whether there are any existing defaults by Studio to the five (5) days written notice to Licensee at any time upon any knowledge of Licensee specifying the nature of such material violation of the terms hereof or if, in the sole defaults, if any; reasonable judgment of Studio, Licensee, its agents, (d) such other matters as may be reasonably requested by employees, contractors and invitees utilize the Premises and/or Studio. Studio facilities in a dangerous or offensive manner. Any such certificate may be relied upon by any party to whom Licensee shall be obligated to pay Base Rent and any the certificate is directed. Additional Charges until such time as: (a) Licensee vacates the Premises in accordance with the terms and conditions set forth ARBITRATION. The parties agree that any and all disputes or in this Agreement and gives Studio written notice that it has fully controversies of any nature between them arising in connection vacated the Premises and (b) a representative of Studio has with the Picture and/or this Agreement shall be determined by inspected the Premises with Licensee or its authorized binding arbitration in accordance with the rules of JAMS (or, with representative to confirm Licensee has fully vacated the the agreement of the parties, ADR Services) before a single Premises in accordance with the terms and conditions set forth neutral arbitrator ("Arbitrator") mutually agreed upon by the in this Agreement. Upon reasonable notice from Licensee, a parties. If the parties are unable to agree on an Arbitrator, the representative of Studio will inspect the Premises during normal Arbitrator shall be appointed by the arbitration service. The business hours for purposes of confirming that Licensee has Arbitrator's decision shall be final and binding as to all matters of vacated the Premises in accordance with the Agreement. substance and procedure, and may be enforced by a petition to the Superior Court for confirmation and enforcement of the 28. ESTOPPELS: award. ESTOPPELS: At any time and from time to time within fifteen (15) days of the request of Studio, Licensee shall execute,
10 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 IN WITNESS WHEREOF the parties have executed this Agreement in duplicate at the place and on the dates specified adjacent to their respective signatures.
STUDIO: THE CULVER STUDIOS
Executed in Culver City, CA By: ______
Date: Scott Avila, Officer
LICENSEE: COLUMBIA PICTURES INDUSTRIES, INC.
Executed in (city): By:
Date: Name:
Title: ______
11 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 SCHEDULE A
THE PREMISES AS OUTLINED IN RED
12 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 SCHEDULE B
BANDWIDTH SERVICES TERMS & CONDITIONS
BANDWIDTH SERVICES
BANDWIDTH SERVICES . Bandwidth Services requested or ordered by Licensee shall be used by Licensee only in connection with Licensee’s business conducted pursuant to the Agreement and for no other purposes, on the terms and c onditions set forth in the Agreement and in this Exhibit. In the event of any conflict between the terms and conditions set f orth in the Agreement and those set forth in this Exhibit, the terms and conditions set forth in the Agreement shall govern.
SECURITY DEPOSIT . Simultaneously with the execution of the Agreement (or, in the event Bandwidth Services ar e requested or ordered by Licensee at a later date and not at the time of execution of the Agreement, at the time Bandwidt h Services are requested or ordered by Licensee), Licensee shall deposit with Studio the Bandwidth Deposit to be held by Studio in accordance with the Agreement as security for Licensee’s faithful performance of its obligations under the Agree ment, including with respect to the Bandwidth Services. If Licensee fails to pay the Bandwidth Fees or otherwise defaults in performance of its obligations under the Agreement, including with respect to the Bandwidth Services, Studio may use, apply or retain all or any portion of the Bandwidth Deposit as may be reasonably necessary for payment of amounts due o r which will become due to Studio and/or to remedy Licensee’s default in its obligations under the Agreement, including wi th respect to the Bandwidth Services, including, without limitation, repair damage to the Bandwidth Services equipment (r easonable wear and tear excepted) caused by Licensee or its Users (as defined below), and/or reimburse Studio for any Lo ss which Studio may suffer or incur by reason of the foregoing. If Studio uses, applies or retains all or any portion of the Bandwidth Deposit during the Bandwidth Term, upon receipt of five (5) days written notice from Studio, Licensee agrees t o deposit such amounts with Studio as may be necessary to restore the Bandwidth Deposit to the full amount required her eunder. Studio shall not be required to keep the Bandwidth Deposit separate from Studio’s general or other accounts nor shall Studio be required to pay Licensee any interest on the Bandwidth Deposit. The balance of the Bandwidth Deposit or any unapplied or unused portion thereof, if any, will be returned to Licensee within thirty (30) days after the later of (a) full performance by Licensee of its obligations under the Agreement, including with respect to the Bandwidth Services, and (b) return to Studio of any and all equipment relating to the Bandwidth Services and/or Studio’s network by Licensee in the same condition as initially provided to Licensee, reasonable wear and tear excepted. Studio may, in its sole discretion, re quire an increase in the amount of the Bandwidth Deposit before Additional Bandwidth (as defined below) will be provide d. Notwithstanding anything in this Exhibit or the Agreement to the contrary, Studio shall have no obligation to furnish an y Bandwidth Services whatsoever to Licensee until after Licensee has provided Studio with the full amount of the Bandwid th Deposit.
BANDWIDTH TERM . Following the expiration of the Bandwidth Term, in the event of any holdover of the Premises by Licensee pursuant to the Agreement, Studio may, in its sole and absolute discretion, continue to provide the Bandwidt h Services to Licensee on the basis of the same period as specified for the Bandwidth Services in the Key Business Term s, until either party gives the other at least thirty (30) days prior written notice of cancellation. If the Agreement is terminat ed before the expiration of the Bandwidth Term, any obligation to provide Bandwidth Services to Licensee shall automatic ally terminate, and in such event, Licensee shall promptly pay to Studio the Termination Fee (as defined below).
ADDITIONAL CHARGES .
Additional Bandwidth. Licensee may request or order an increase in or ‘Burst’ of original Bandwidth Services (the “Additional Bandwidth”) as Additional Services, subject to Additional Charges and Installation Charges therefor, which Additional Bandwidth shall be treated as Bandwidth Services and governed by the terms and conditions of the Agreement and this Exhibit.
Installation Charges. In connection with providing the initial Bandwidth Services or any subsequently provided Additional Bandwidth, and installing any associated equipment hereunder, Licensee shall pay to Studio a non-recurring installation charge or setup fee (each, an “Installation Charge”) simultaneously the execution of the Agreement or, in the event Bandwidth Services are requested or ordered by Licensee at a later date and not at the time of execution of the Agreement, at the time Bandwidth Services are requested or ordered by Licensee. Licensee shall be invoiced for any Installation Charge associated with any subsequently provided Additional Bandwidth and, unless otherwise specified on said invoice, Licensee shall pay such invoice within thirty (30) days following receipt thereof.
13 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 RESTRICTIONS AND TERMS OF USE .
Use of the Bandwidth Services. The Bandwidth Services may only be used in connection with the Licensee’s business permitted under and in accordance with the Agreement. Licensee, at its sole expense, shall comply, and shall cause its Users to comply, with all applicable laws, orders, regulations and ordinances of federal, state, county and municipal authorities, with all applicable rules and regulations of governmental agencies, and with any direction of any public officer pursuant to law which shall impose any violation, order or duty upon Studio or Licensee with respect to the Bandwidth Services. Without limiting the foregoing, Licensee shall not, and shall not allow its Users to, use the Bandwidth Services to impersonate another person with fraudulent or malicious intent, to contact another person so as to annoy, abuse, threaten, or harass such other person, or for any purpose in violation of law. Licensee hereby acknowledges that any transmission of any material in violation of any federal, state, county or municipal law or regulation, including, but not limited to, with respect to copyrighted material, material which is threatening or obscene, or material protected by trade secret, is expressly prohibited.
No Harm to Equipment, Software or Processes. Licensee shall not, and shall not allow its Users to, cause harm to the equipment, software, or processes used in connection with Studio’s network or furnishing the Bandwidth Services. Licensee shall not, and shall not allow its Users to, restrict, inhibit, or otherwise interfere with the ability of any other person to use or enjoy the Internet, including, without limitation, hosting or transmitting any information or software which contains a virus, lock, key, bomb, worm, Trojan horse, or other harmful or debilitating feature; or generating levels of traffic that may impede the ability of another person (including but not limited to any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof) to send or retrieve information. In addition to constituting a default under the Agreement, any breach of this Section may result in civil and/or criminal penalties pursuant to applicable federal, state, county and municipal law.
Security Features. Licensee and its Users are prohibited from violating or attempting to violate any security features of the Bandwidth Services or any associated equipment, system or network, including, without limitation, (a) accessing content or data not intended for Licensee, or logging onto a server or account that Licensee is not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Bandwidth Services or any associated equipment, system or network, or to breach security or authentication measures without proper authorization; (c) using the Bandwidth Services to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (d) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Bandwidth Services; or (e) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Studio in providing the Bandwidth Services.
Resale; Assignment. Licensee shall limit access to and use of the Bandwidth Services provided by Studio to Licensee hereunder to its agents, representatives, officers, employees, contractors and invitees (its “Users”) solely for Licensee’s business purposes permitted under the Agreement and shall not resell, assign or otherwise generate income by providing access to the Bandwidth Services to third or related persons. Licensee’s right to use the Bandwidth Services provided hereunder is limited to Licensee and is nontransferable.
Bandwidth Interference. Licensee and its Users shall not use the Bandwidth Services to engage in conduct that may interfere with Studio’s ability to provide Bandwidth service to others. To the extent Studio determines that Licensee’s usage of the Studio’s network is so interfering, Studio reserves the right to partially or entirely restrict Licensee’s usage or terminate the Bandwidth Services as Studio deems necessary, in its sole and absolute discretion, to maintain the quality of the Studio’s network for Studio and its licensees.
Other Terms of Use. Licensee, at its sole expense, shall comply, and shall cause its Users to comply, with any terms of use governing the access to and use of Studio’s network resources (the “Terms of Use”) as may be imposed and modified from time to time and made available to Licensee either (a) in writing; or (b) in the case of web-accessible documents, by granting Licensee access thereto. Studio shall not be responsible to Licensee for the non-performance of any such Terms of Use by any other licensee, tenant or occupant of the Studio Lot. Licensee acknowledges receipt of the Terms of Use.
ILLEGAL USE . Licensee shall, and shall cause its Users to, cooperate in any investigation of Licensee’s or its Use r’s alleged illegal use of the Bandwidth Services, any associated system or network, or other networks accessed through t he Bandwidth Services. If Licensee fails to cooperate with any such investigation, Studio may, in its sole and absolute dis cretion, suspend and/or terminate the Bandwidth Services. Additionally, Studio may modify or suspend the Bandwidth Ser vices in the event of any illegal use of the Bandwidth Services, any associated system or network, or other networks acces sed through the Bandwidth Services, or as necessary to comply with any law or regulation, including without limitation, th e Digital Millennium Copyright Act of 1998, as determined by Studio in its sole and absolute discretion.
14 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 CONFIDENTIAL INFORMATION .
Relevant Definitions:
(a) “Confidential Information” shall include all information disclosed by the Studio to Licensee, whether such disclosure is written, oral, visual or by electronic media or transmission. The term Confidential Information shall include, without limitation, all information relating to the current, future, or proposed business services or products, technical data or know-how, research, products, services, developments, inventions, processes, techniques, designs, systems architecture, distribution, engineering, marketing strategies, business plans, financial, merchandising and/or sales information which is disclosed by Studio, its Representatives (as defined below), or otherwise on Studio’s behalf, to Licensee or its Representatives. Notwithstanding the foregoing, Confidential Information shall not include: (a) information which, at the time of disclosure to Licensee, is in the public domain; (b) information which, after disclosure, becomes part of the public domain by publication or otherwise, except by breach of the Agreement; (c) information which was in Licensee’s possession at the time of disclosure by Studio, and which was not acquired, directly or indirectly, from Studio; (d) information which Licensee can demonstrate resulted from its own research and development, independent of disclosure from Studio; (e) information which Licensee receives from third parties; or (f) information which is produced in compliance with applicable law or a court order.
(b) “Representatives” means the legal counsel, officers, directors, agents, representatives, employees and contractors of a party.
Ownership of Confidential Information. All right, title and interest in and to the Confidential Information shall be and remain vested in Studio. Nothing herein shall grant Licensee or its Representatives any license or right of any kind with respect to the Confidential Information, other than the privilege to review and evaluate such information solely for the purposes contemplated in the Agreement.
Obligations of Licensee. Licensee shall:
(a) use commercially reasonable efforts to safeguard the Confidential Information and to prevent any unauthorized access, reproduction, disclosure, and/or use of any of the Confidential Information;
(b) disclose the Confidential Information only to those Representatives who need to know such information in order to carry out the purposes contemplated by the Agreement, and, in the even employment or appointment of any such person is terminated, Licensee shall use commercially reasonable efforts to recover any Confidential Information in such person’s custody or control;
(c) cause the compliance of the Representatives of Licensee’s obligations with respect to the Confidential Information and be responsible for any breach of the Agreement by Licensee’s Representatives (including Representatives who become former Representatives); and
(d) notify Studio immediately upon any loss or unauthorized disclosure of Confidential Information and use commercially reasonable efforts to retrieve such Confidential Information.
No License of Confidential Information. Nothing contained herein shall be construed as granting or conferring any right by license or otherwise in any Confidential Information disclosed, or under any trademark, patent, copyright or any other intellectual property right. None of the information which may be disclosed by Studio shall constitute any representation, warranty, assurance or inducement by Studio to Licensee of any kind, and, in particular, with respect to the non- infringement of trademarks, patents, copyrights, or any other intellectual property right.
Remedies of Studio. Licensee agrees that Studio may be irreparably injured by a breach of this Section 7 by Licensee or its Representatives and that Studio may be entitled to equitable relief, including injunctive relief and specific performance of this Section 7, in the event of any breach of the provisions of this Section 7. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 7, but shall be in addition to all other remedies available in law or in equity.
MAINTENANCE . If scheduled maintenance requires interruption of the Bandwidth Services from time to time, Stu dio will provide Licensee with no less than three (3) days’ prior written notice and work with Licensee and use commerciall y reasonable efforts to minimize interruptions to the Bandwidth Services; provided that e mergency maintenance and repai rs will be performed as required in Studio’s sole and absolute discretion and Studio shall not be required to provide advan ce notice to Licensee in the event of any such emergency maintenance or repair. To the extent commercially reasonable, all maintenance will be performed so as to minimize interruptions to the Bandwidth Services.
15 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 WAIVER OF REPRESENTATIONS AND WARRANTIES .
Content; Accuracy of Information. Licensee hereby acknowledges that Studio, its affiliates, and any third party network service providers, exercise no control whatsoever over the content of the information passing through Studio’s network. Studio makes no representations, warranties or guaranties of any kind, whether expressed or implied, of the content of the information passing through its network. Licensee hereby acknowledges and agrees that its use of any information obtained via the Studio’s network shall be at Licensee’s sole and exclusive risk. Studio specifically disclaims any and all responsibility for, and the Indemnified Parties shall not have, and hereby expressly disclaim, any liability whatsoever for any Losses resulting directly or indirectly from, arising out of or in connection with, or otherwise relating to, the accuracy or quality of information obtained through the Bandwidth Services or the Studio’s network.
Warranties. Except as expressly set forth herein, Licensee hereby accepts any and all risk (including, without limitation, that associated with suitability, use and performance) of any and all Losses arising from or associated with the use of, or inability to use, the Bandwidth Services. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, STUDIO HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES WHATSOEVER REGARDING THE BANDWIDTH SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (INCLUDING, WITHOUT LIMITATION, THE SUFFICIENCY OF THE BANDWIDTH SERVICES TO MEET LICENSEE’S PARTICULAR REQUIREMENTS OR GUARANTIES THAT THE OPERATION OF THE BANDWIDTH SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE), OR NON-INFRINGEMENT. In the event of any Loss arising from, related to or involving performance or nonperformance by Studio with respect to the Bandwidth Services, Licensee’s sole and exclusive remedy shall be a refund of the Bandwidth Fees for the portion of the Bandwidth Term in which Bandwidth Services were not provided, prorated for such partial period based on the actual number of days in the Bandwidth Term. Notwithstanding the foregoing, refunds will be provided only for periods of lost service greater than twelve (12) hours.
LIMITATION OF LIABILITY . The following limitation of liability shall apply regardless of whether the Losses arise o ut of breach of contract, tort, or any other legal theory or form of action. Except as otherwise expressly provided in this E xhibit or the Agreement, the Indemnified Parties shall not have, and hereby expressly disclaim, any liability whatsoever to Licensee, its affiliates or any User (collectively, the “Licensee Parties”) for any Losses resulting directly or indirectly from, arising out of or in connection with, or otherwise relating to:
(a) Interruptions caused by (i) any failure or incompatibility of any equipment or service not provided by Studio, (ii) any failure of communications equipment or service, power outages, or other interruption, or (iii) any performance deficiencies caused or created by Licensee’s or its Users’ equipment;
(b) Any damage resulting from the installation of, or other file modifications to, or loss or destruction of computers, peripherals, software, files or data;
(c) Any damage or theft of content from Licensee’s or its Users’ equipment by any person other than Studio, whether from outside the Studio’s network (general Internet) or another Studio licensee or person accessing the Bandwidth Services or Studio’s network;
(d) Changes in operation, procedures, or services that require file modification or alteration of Licensee’s or its Users’ equipment that render the same obsolete or otherwise affect its performance;
(e) Any content, including a computer virus, accessed via the Studio’s network or the Bandwidth Services;
(f) Any indirect, incidental, special, consequential, or punitive damages, including, without limitation, loss of profits, loss of business or business opportunity, loss of use, or personal injuries (including death) resulting directly or indirectly from, arising out of or in connection with, or otherwise relating to the use of the Bandwidth Services or the Studio’s network, or any omissions, interruptions, deletion of files, errors, defects, delays in operation, transmission, or any failure of performance of the Bandwidth Services or the Studio’s network;
(g) Any Losses resulting directly or indirectly from, arising out of or in connection with, or otherwise relating to any claim that the use of the Bandwidth Services or Studio’s network by Licensee or a third party infringes the intellectual property rights of a third party, including copyright, patent, trademark, trade secret, confidentiality, privacy or other rights of any third party. Notwithstanding the foregoing, the Indemnified Parties shall not have, and hereby expressly disclaim, any liability whatsoever for any Losses resulting directly or indirectly from, arising out of or in connection with, or otherwise relating t o the following circumstances:
(a) Eavesdropping. Bandwidth Services provided pursuant to the Agreement may be provided on a network shared amongst Studio and other Studio licensees. Accordingly, Licensee hereby expressly acknowledges that there is a risk that Licensee could be subject to "eavesdropping" whereby other parties may be able to access, monitor, and/or decode Licensee’s network 16 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 traffic. This risk of eavesdropping exists not only over Studio’s network, but also on the Internet and the other services to which access is provided by Studio as part of the Bandwidth Services hereunder. Licensee hereby expressly acknowledges and agrees that any information sent by Licensee over the Studio’s network or otherwise using the Bandwidth Services is sent at Licensee’s sole and exclusive risk.
(b) FTP/HTTP/Proxy/Gateway Server Setup. Licensee hereby expressly acknowledges that, when using the Bandwidth Services or Studio’s network to access the Internet or any other on-line service, there are certain applications, such as FTP (File Transfer Protocol), HTTP (Hyper Text Transfer Protocol), proxy server, or gateway server applications, which may be used that allow other users of the Bandwidth Services or Studio’s network or Internet users to gain access to Licensee’s computer equipment. Licensee hereby expressly acknowledges and agrees that any and all Losses arising out of the use of such applications by Licensee, including, without limitation, Losses resulting from others accessing Licensee’s computer or from any loss or corruption of data, shall be Licensee’s sole and exclusive risk.
LIMITATION OF LOSSES . Licensee hereby acknowledges and agrees that any liability of the Indemnified Parties t o the Licensee Parties for actual proven Losses for any cause whatsoever, including but not limited to any failure of or dis ruption of Bandwidth Services, regardless of the form of action, whether in contract or in tort or otherwise, including negli gence, shall be limited to an amount equivalent to the Bandwidth Fees paid by Licensee for the Bandwidth Services prior t o the period such Losses occur.
INDEMNITY . Except as expressly provided for in this Exhibit, and in addition to and in no way limiting the indemni ties set forth in the Agreement, Licensee agrees to indemnify, defend, and hold harmless the Indemnified Parties from and against any Losses to third parties, resulting directly or indirectly from, arising out of or in connection with, or otherwise r elating to the breach of the terms and conditions of this Exhibit by Licensee or the use of the Bandwidth Services by Licen see and its Users, whether or not Licensee has knowledge of or has authorized such access or use, including, without limi tation, claims for libel, slander, invasion of privacy, infringement of copyright, patent, trademark, design or any other intell ectual property rights where Licensee or any of its Users has used, connected, or combined the Bandwidth Services with t he products or services of others. Licensee shall further indemnify, defend, and hold harmless the Indemnified Parties fro m and against any Losses resulting directly or indirectly from, arising out of or in connection with, or otherwise relating to any claim by Studio or any person relating to a violation of the law by Licensee or its Users in connection with their use of the Bandwidth Services.
LICENSEE RESPONSIBILITY . Licensee acknowledges that it is entering into the Agreement on behalf of its Users and all other persons who use the Bandwidth Services or access Studio’s network through Licensee’s equipment. License e shall have sole responsibility for ensuring that all Users and such other persons understand and comply with the terms and conditions of the Agreement with respect to the Bandwidth Services. Licensee further acknowledges and agrees that t he Licensee is solely responsible and liable for any and all breaches of the terms and conditions of the Agreement, whethe r such breach is the result of use of the Bandwidth Services or Studio’s network by Licensee, its Users or any other perso n using Licensee’s equipment. Any access by Licensee, its Users or any other person using Licensee’s equipment to othe r networks connected to Studio’s network must comply with the rules of such other networks.
TERMINATION FEE . S tudio and Licensee hereby acknowledge and agree that in the event the Bandwidth Services are terminated prior to the expiration of the Bandwidth Term, L icensee shall pay to Studio an amount equal to such amoun t that would have been due had the Bandwidth Services remained in effect for the unexpired portion of the Bandwidth Ter m (the “Termination Fee”). STUDIO AND LICENSEE EXPRESSLY ACKNOWLEDGE AND AGREE THAT IT IS DIFFICULT OR IMPOSSIBLE TO DETERMINE THE EXACT DAMAGES THAT STUDIO WOULD SUFFER AS A RESULT OF LICENSEE’S BRE ACH OF THE AGREEMENT WITH RESPECT TO THE BANDWIDTH SERVICES BUT THAT THE TERMINATION FEE REPRESE NTS A REASONABLE ESTIMATE OF THE DAMAGES THAT STUDIO WOULD SUFFER AS A RESULT OF LICENSEE’S BREA CH WITH RESPECT TO THE BANDWIDTH SERVICES.
17 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 SCHEDULE C
INSPECTION SHEET
18 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 EXHIBIT A
ADDITIONAL CHARGES RATE SCHEDULE
19 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 20 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 21 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 22 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 EXHIBIT B THE CULVER STUDIOS RULES & REGULATIONS
OFFICE (x.3400) OPERATIONS Workspace and storage space is limited to the actual space rented by Licensee. No adjacent breezeways, hallways, lobbies or parking lots are to be used for workspace or storage. Any exterior filming, still or motion, must be scouted by Studio Relations and requires the prior written consent of Studio, at Studio’s sole and absolute discretion. Any alterations to the structure of any building require the prior written consent of Studio Operations, at Studio’s sole and absolute discretion. All alterations, including painting walls, hanging Celotex, whiteboards, bulletin boards, dry erase, chalk boards, or signs must be done by Studio’s Works Department. No cutting holes, painting walls without the prior written consent of the Studio’s Operations Department, at Studio’s sole and absolute discretion. No changes may be made to the electrical system. All repairs will be done by the Studio, and repair of damages caused by Licensee shall be at Licensee’s cost. Licensee is responsible for compliance with the Culver City Fire Code. Electric panels must be accessible at all times. Licensee shall not light fires, perform welding, have open flames or flammable materials, or discharge firearms, smoke effects or pyrotechnics on or about the Premises or the Studio Lot without Studio’s prior written consent (in Studio’s sole and absolute discretion), and obtaining and delivering to Studio copies of all necessary permits from any and all appropriate governmental authorities. Subject to the foregoing, Licensee shall ensure that only properly licensed persons will oversee, use and transport pyrotechnics and Licensee shall in all cases employ an operator licensed by the California State Fire Marshall’s Office to discharge pyrotechnics. Any standby personnel required by the Fire Department shall be paid directly by Licensee. All firearms and pyrotechnics brought on the Premises by Licensee shall be secured properly by Licensee at the end of each day in locked cases. Internet wireless access points must come from Studio and are otherwise prohibited. Please contact Telecommunications at x. 3555. If an unauthorized access point is discovered on Licensee’s network, the Studio will immediately disconnect Licensee’s service and apply penalties and/or reconnection charges. Licensee is required to use Studio Lighting, Electrical, Grip, Rigging and Expendables Department for its lighting and grip equipment and expendables (x.3363). Licensee is required to use electrical power obtained by or through the Studio (no Licensee-provided generators allowed). Licensee is required to use Arrowhead water service for 5-gallon bottled water delivery.
SECURITY / PARKING (x.3347) & MEDICAL (x.3242) Licensee must inform the Security Department of the following: - Deliveries to or pick-ups from the Premises - Production equipment vehicles requesting entry onto the Studio Lot - People entering the Studio Lot - All accidents – medical or otherwise All vehicles entering the Studio Lot must have a Studio parking sticker displayed and park only in their assigned space. Speed limit on the Studio Lot is 10 miles per hour and 5 miles per hour in the parking structure. Keys to the Premises are to be obtained from the Security Department. All keys must be returned or a new lock fee will be assessed. Licensee may not add their own locks to any doors. If such a lock requires forced entry, Licensee will be invoiced for any necessary repairs. Parking privileges on the Studio Lot may be revoked after two Studio parking citations for parking violations. Studio property may not be removed from the Studio Lot without the prior written consent of Studio Operations, at Studio’s sole and absolute discretion. The security of Studio property requires that Studio’s guards be permitted to reasonably search vehicles entering or leaving the Studio Lot for any of Studio’s property before they leave the Studio Lot. All personal security on Studio Lot is to be coordinated by Studio. Only authorized Studio personnel, law enforcement officers and personal security providers (subject to Studio’s conditions and prior written consent in its sole and absolute discretion) are permitted to carry loaded guns on the Studio Lot. Except as set forth in the preceding sentence, at no time shall live ammunition be brought onto the Studio Lot; provided that, unloaded firearms may be used on the Premises in connection with a production subject to prior coordination with Studio’s Security Department. Studio has a Medical Department for medic coverage while on the Studio Lot. Report all medical accidents to the Medical Department.
ELECTRICAL/HVAC (x.3273)
In no event shall Studio be responsible for damages resulting from dripping or leaking HVAC units. Report power problems to Electric Department. Studio’s Electric Department shall replace all light bulbs in Studio owned fixtures. 23 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 Outside HVAC units may not be brought on to the Studio Lot or Premises by Licensee.
TRASH / RECYCLE / HAZARDOUS WASTE STORAGE & DISPOSAL (x. 3430) The Studio has the exclusive right to supply, deliver and remove dumpsters on the Studio Lot. The Transportation Department at extension 3365 requires 24-hour notice for 40-yard dumpsters. Recyclable wastes (e.g., paper, aluminum cans, PET & HDPE plastics, glass, etc.), with the exception of construction debris, must be deposited in appropriate recycle bins. Call extension 3430 for information. Hazardous materials (e.g., liquid waste, hard paint waste, flammable liquids, chemicals, batteries or corrosive materials) must b e stored in safety cans or approved containers. Storage and disposal must be done in a manner which complies with the Studi o's Environmental Management Procedures and all relevant governmental regulations. Approved hazardous materials storage containers are available through the Studio Stage Manager's office at extension 3430. Disposal of these materials must be coo rdinated through the Stage Manager. Do not throw hazardous waste in dumpsters. This includes liquid paint, fluorescent lamp globes, computer parts, cell phones, batteries (including car batteries), or tires. Please call the Stage Manager with any questio ns or for any clarification. Any allowable hazardous materials brought and/or used on site (e.g., flammables, corrosives, etc.) must have Material Safety Data sheets (MSDS) on site and available for review by Studio upon request.
GOLF CARTS / BICYCLES Obey all regulations pertaining to vehicular traffic, including 10-mph speed limits and all posted signs, including Stop Signs. Those who fail to comply with the rules pertaining to the use of golf carts and bicycles will be subject to disciplinary action, including the revocation of the right to operate a golf cart or bicycle on the Studio Lot. Pedestrians, cars and trucks are always given the right of way. Only persons in possession of a valid driver’s license may operate golf carts. Golf carts must use the west sidewalk near the elevators when coming into and out of the Mansion area. Golf cart and bicycle traffic are restricted from pedestrian walk way adjacent to Gate #2, and are not permitted in the underground parking structure. Persons with bicycles are to use the elevator, not the ramp, (except in the event of an emergency) when entering or leaving the parking structure. Golf carts / utility carts must be rented through Studio only.
STUDIO STRICTLY PROHIBITS THE FOLLOWING Open flame or smoking inside any building on the Studio Lot. Using, selling, dispensing, or possessing illegal drugs or other unapproved controlled substances; or appearing at the workplace under the influence of alcohol or illegal drugs. Possession or use of a weapon on Studio property. Making unwanted sexual advances, or creating a hostile work environment through abusive or improper language or conduct. Pin-up photos and cartoons of a sexual nature. Skate boards, roller skates, roller blades, electric bicycles, manual and motorized scooters on the Studio Lot. Animals on the Studio Lot without the prior written consent of Studio unless they are cast in a production. Any such show anim als must be caged or leashed and accompanied at all times by a licensed trainer. Distribution of literature (written or printed material) of any type on Studio property without the prior written consent of Studio, at Studio’s sole and absolute discretion. Cameras (including the use of cell phone cameras outside the licensed Premises) without the prior written consent of Studio Op erations, at Studio’s sole and absolute discretion. Licensee’s personnel entering any stages or offices not licensed by Licensee. Violent behavior to include any threatening or intimidating of any person, employee, customer or vendor. Washing of trucks or personal vehicles on the Studio Lot, except by Studio’s car wash services.
24 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1 EXHIBIT C
ADDITIONAL TERMS AND CONDITIONS
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25 The Culver Studios Office License Agreement Columbia Pictures Industries, Inc. 'The Equalizer' 9/18/13 v1