iTunes Store c/o Apple Inc. 1 Infinite Loop, M/S: 3-ITMS Cupertino, CA 95014 Senior Management: Royalties: Eddy Cue, VP, iTunes [email protected] [email protected] (512) 674-2456 (408) 974-3484 Legal/Business Affairs: Content Operations, Production & Kevin Saul, Associate General Design: Counsel Robert Kondrk, Director Design [email protected] and Production (408) 974-8849 direct dial [email protected] (408) 253-0186 fax (408) 974-6840 Matt Railo, Senior Counsel Music Programming, iTunes Radio, [email protected] Store Promotions: (408) 974-3504 direct dial Alex Luke, Director of Music (408) 974-9105 fax Programming & Label Relations [email protected] Matt Burrows, Senior Counsel (408) 974-0805 [email protected] (408) 974-1588 direct dial Marketing & Promotions: (408) 974-9105 fax Matt Fischer, Sr. Music Mktg. Mgr. Contract Administration: [email protected] Lorrie Bossie, Contract Administrator (408) 974-0828 [email protected] (408) 974-3675 direct dial Technical: (408) 974-9105 fax Brian Larson, [email protected], (408) 974-9016

Sony Pictures Television Inc. 2 Apple Inc. Rev. 3-20-07

CONFIDENTIAL

DIGITAL VIDEO DOWNLOAD DISTRIBUTION AGREEMENT

This Agreement (as hereinafter defined) is by and between Apple Inc. ("APPLE"), having its principal place of business at 1 Infinite Loop, Cupertino, California 95014, and Sony Pictures Television Inc. (“SPT”), having its principal place of business 10202 W. Washington Bl., Culver City, California 90232, and is entered into as of the date this Agreement set forth below and is effective once signed by both APPLE and SPT (the "Effective Date").

WHEREAS, APPLE desires to distribute downloads of certain Videos (as hereinafter defined) and other audio-visual content made available by SPT hereunder; and

WHEREAS, SPT is willing to allow the distribution of Video downloads of certain such audio-visual content, as set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, APPLE and SPT (collectively the "Parties") hereby agree as follows:

1. Definitions.

All capitalized terms used herein and not otherwise defined in this Agreement shall have the following meanings:

(a) “Agreement” means this Agreement the Content File (including, without and the exhibits expressly attached hereto limitation, in any metadata) by SPT during and made a part hereof. In the event of any which Programs provided by SPT are conflict between the provisions set forth in available to APPLE for distribution through the main body of this Agreement and any the Online Store, commencing on an initial exhibit, the conflicting provisions set forth availability date specified therein by SPT in the applicable exhibit shall control. and ending on the date set therein by SPT, unless earlier suspended and/or withdrawn (b) "Artwork" means any artwork by SPT pursuant to Section 6(d) of this relating to SPT Content that SPT owns, Agreement. Notwithstanding the foregoing, controls or is authorized to distribute for use once APPLE accepts and distributes a or exploitation and makes available to Apple Program which is part of a current broadcast in accordance with this Agreement. series, then SPT shall make each episode of such series available for distribution (c) “Authorized Version” of a Program hereunder for an Availability Period that shall mean the version made available by extends at least through the end of the then- SPT to APPLE in SPT’s sole discretion. current broadcast season, unless earlier suspended and/or withdrawn by SPT (d) “Availability Period” means the time pursuant to Section 6(d). period set by and provided in writing or in

Sony Pictures Television Inc. 3 Apple Inc. Rev. 3-20-07

(e) "Content File" means a digital file (j) “Digital Delivery Home containing SPT Content, Artwork (if any), Entertainment” shall mean that mode of parental advisory notices (if any), copyright home video distribution in which an notices (if any), and associated metadata that electronic digital file embodying a program the Parties mutually agree upon in writing, is delivered to a customer pursuant to an or which SPT or its designees delivers to authorized transaction whereby such APPLE hereunder. customer is authorized to retain such program for playback an unlimited number (f) "Content Usage Rules" means the of times. usage rules applicable to audio-visual works in the form of Videos available on the (k) “Download” means the delivery of a Online Store that specify the terms under download to a Customer’s Transfer Device which a Video may be used, as set forth in over the Internet using technology currently Exhibit A attached hereto and made a part known as Internet Protocol in exchange for hereof by this reference, and which may be the Customer Price and the grant of right to modified by APPLE, from time to time, use Programs set forth herein. “Download” subject to prior written approval by SPT shall not include, without SPT’s prior (which approval may be given, withheld or written approval, any means of viral delayed in SPT’s sole discretion). distribution or the delivery of SPT Content by means of “push download” (download (g) “Customer” shall mean a registered first initiated by APPLE rather than user of the Online Store authorized by Customer). “Download” may include “pre- APPLE to receive, decrypt and play a ordering” (download requested by the Program from the Online Store in Customer prior to the Availability Date of a accordance with the terms and conditions Program) of an encrypted file by a Customer hereof. in anticipation of a Customer Transaction, provided that such file cannot be delivered, (h) “Customer Transaction” shall mean decrypted and/or otherwise viewed prior to each instance in which a Customer is (i) the Availability Date for such Program authorized by APPLE to receive, decrypt and (ii) the completion of a Customer and play a copy of a Program from the Transaction in respect thereof. Online Store. (l) "Format" means the digital format (i) "Device" means any digital player for audio and video content set forth in device or cellular phone (excluding use of Exhibit C attached hereto and made a part the over-the-air cellular network) employing hereof by this reference. the Security Solution that is capable of receiving audio-visual files from a Transfer (m) "Fulfillment Activities" means Device through a direct physical connection APPLE’s activities relating to its or nearby wireless connection (e.g., solely distribution and delivery of Videos, within the user’s home or over a single Artwork, Clips, trailers or other items local-area network in accordance with the provided by SPT to Customers pursuant to requirements set forth in Exhibit A), for the terms and conditions of this Agreement. playback of such audio-visual files, but that does not allow the transfer of such audio- (n) “Internet” shall mean the public, free visual files with the keys necessary for to the consumer (other than a common playback, unless such Device is acting as a carrier/ISP access charge) network of Transfer Device. interconnected networks (including, without Sony Pictures Television Inc. 4 Apple Inc. Rev. 3-20-07

limitation, the so-called Internet, Internet2 Program season, as mutually agreed to by and World Wide Web), each using the Parties in writing. technology which is currently known as Internet Protocol (“IP”). Subject to the (u) "Security Solution" means the foregoing, Internet shall not include any APPLE proprietary content protection cellular network (except as a means to system, marketed as Fairplay, in effect as of access the Internet) or private, closed, the Effective Date, as modified and updated, intranet or private, closed distribution from time to time, during the Term, intended network. to reasonably protect Videos distributed via the Online Store pursuant to this Agreement, (o) “Licensed Language” for a Program which content protection system performs, shall mean its original language or, if its at a minimum, the operations and functions original language is not English, the original described in Exhibit H attached hereto and language dubbed or subtitled in English. made a part hereof by this reference and shall, at all times during the Term (i) be no (p) “Multi-Pass” shall mean a series of less protective than, and the same as, the Programs, as mutually agreed to by the protection system used to protect any similar Parties in writing. third party audio-visual content from similar third parties, on the Online Store, and (ii) (q) "Online Store" means the electronic offer a level of protection not less than the store which is currently marketed as the level of protection afforded by Fairplay as of “iTunes Store,” or as may otherwise be the Effective Date. APPLE may modify the uniformly and consistently branded by Security Solution, from time to time, subject APPLE from time to time as the case may to prior written approval by SPT (which be, and wholly-owned, operated and SPT approval may be given, unreasonably controlled by APPLE. The Online Store withheld, delayed or conditioned in SPT’s shall not be supported by advertising sole discretion before a modification to the revenue if such revenue is directly Security Solution may be applied to SPT attributable to SPT Content without written Content), except that approval may be given consent from SPT. subsequently to implementation by SPT in the case of modifications intended to cure a (r) “Personal Use” means the personal, compromise to the Security Solution. private viewing of a program and shall not include non-theatrical exhibition or any (v) "SPT Content" means the audio- other viewing or exhibition for which (or in visual files of Programs made available by a venue in which) an admission, access or SPT to APPLE for distribution pursuant to viewing fee is charged, or any public this Agreement, as more particularly exhibition. described in Section 3(c) below, and any Artwork, Clips and other material furnished (s) “Programs” refers, individually or by SPT or its designees hereunder. collectively, to Television Episodes or Television Series made available by SPT to (w) “Television Episode(s)” shall mean APPLE for distribution hereunder. serialized half broadcast-hour, broadcast television program hour episodes, or other (t) “Season Pass” shall mean all then short-form content for which SPT currently available from the applicable unilaterally controls without restriction all season, if any, and future episodes of a

Sony Pictures Television Inc. 5 Apple Inc. Rev. 3-20-07

necessary exploitation or distribution rights (aa) “Transfer Device” means an hereunder. individually addressed and addressable IP- enabled hardware device of a Customer (x) “Television Series” shall mean a single using the Security Solution including, series of Television Episodes including all without limitation, a computer that is able broadcast seasons thereof. to: (i) play Videos (via either analog or digital outputs); (ii) store Videos; and (iii) (y) "Term" means the period commencing transfer Videos with their content rights on the Effective Date and continuing for a keys to any Device. period of one (1) year (“Initial Term”) and any extension or renewal periods as are (bb) "Video" or "Videos" means copies of mutually agreed to in writing by the Parties SPT Content in digital format suitable for or as otherwise permitted by this exploitation on the Online Store, in the Agreement. Format and protected by the Security Solution, which APPLE has the right to (z) "Territory" means the fifty (50) distribute via the Online Store pursuant to states of the United States of America (U.S.) the terms and conditions of this Agreement. and the District of Columbia, and all U.S. territories, U.S. possessions, U.S. protectorates and Puerto Rico.

Sony Pictures Television Inc. 6 Apple Inc. Rev. 3-20-07 2. Authorization; License.

(a) Platform. Pursuant to the licenses granted in this Section 2, APPLE shall have the non- exclusive right to offer the Programs on a Downloading basis over the Online Store via Internet delivery directly to Online Store Customers (up to the resolution specified in Exhibit C), for the Term and throughout the Territory. APPLE shall not distribute the Programs on any basis other than directly to Customers of the Online Store. APPLE shall not syndicate the Online Store or any rights granted under this Section 2 hereof. SPT acknowledges that APPLE may use non-branded independent contractors, such as, by way of example, Akamai, to deliver its services, subject to APPLE’S compliance with the terms of Section 19(b), and such use shall not be deemed a breach hereof. Accordingly, subject to APPLE’S compliance with the terms and conditions of this Agreement, SPT hereby grants to APPLE, and APPLE hereby accepts a non-exclusive non-transferable, non-sublicensable license, during the Term and throughout the Territory, to:

i. reproduce and Format (as defined in Exhibit C) and encrypt SPT Content Delivered (as hereinafter defined) by SPT or its designees into Videos for use and exploitation solely as contemplated under and in accordance with this Agreement;

ii. subject to Exhibit E attached hereto and made a part hereof by this reference, perform, exhibit and make available by streaming clips of SPT Content approved by SPT ("Clips") without charge to registered users of the Online Store in order to promote the availability of Videos on the Online Store, which Clips shall be provided by SPT;

iii. promote, distribute, and electronically fulfill and deliver the Authorized Version of Videos in the Licensed Language, and associated metadata, to Customers located in the Territory solely in the medium of Digital Delivery Home Entertainment via the Online Store for Personal Use on Transfer Devices and Devices, only during the Availability Periods for such Programs, pursuant in each instance to a Customer Transaction and, subject at all times to the Content Usage Rules, Content Protection requirements and Terms of Service;

iv. display and electronically fulfill and deliver Artwork, provided or approved by SPT or its designees hereunder, for Personal Use solely in conjunction with the applicable Downloaded Video.

APPLE is not authorized to use SPT Content in any manner or form not expressly authorized herein; provided that APPLE may modify metadata as APPLE deems reasonably necessary in order to correct errors or to append sub-genres or like information, upon written notice to SPT, which may be by email; provided that any inadvertent failure to provide such notice shall not be deemed a breach hereof. Nothing in this Agreement shall be construed to prevent SPT from marketing or selling SPT Content by any means. SPT expressly reserves all rights in and to the SPT Content, subject to the terms and conditions hereof. No right, title or interest in any Downloaded Program shall be deemed transferred to Customers of the Online Store as a result of any downloading or copying, or otherwise, other than the grant of rights to

use the Programs for Personal Use in accordance with the terms of this Agreement and the Terms of Service. APPLE shall not pledge, mortgage or otherwise encumber any part of the SPT Content.

(b) APPLE shall not edit or modify, the SPT Content without SPT's prior approval, except as expressly set forth herein to the contrary. All uses by APPLE of SPT’s names, logos, trademarks and Artwork shall be in accordance and conformity with SPT’s written specifications and guidelines for the use of such materials, as provided to APPLE in writing concurrent with the execution hereof and/or from time-to-time during the Term, when provided or made available to APPLE either concurrently with the delivery of subsequent SPT Content or prospectively (but which shall only be binding prospectively upon APPLE, a commercially reasonable time thereafter).

(c) APPLE shall not assign, transfer, syndicate or sublicense any of its rights under this Section 2 hereof or appoint or engage agents, subagents or other third parties to exercise any of such rights, except for the limited right to employ or hire contractors to perform certain of its duties hereunder in accordance with Section 18(b) hereof.

(d) APPLE and SPT shall brand and market the availability of the Videos on the Online Store sold hereunder as provided in Exhibit F, attached hereto and made a part hereof by this reference.

(e) Exclusivity. APPLE’s rights hereunder are non-exclusive. Nothing in this Agreement shall restrict SPT’s ability to offer the Programs on any platform or in any media or market during the Term.

(f) Functionality. The Online Store shall have the functionality described on Exhibit E.

(g) Advertising and Promotion. The Parties agree to the advertising and promotion provisions described in Exhibit G, attached hereto and made a part hereof by this reference.

(h) APPLE shall comply with the content protection obligations set forth in Section 12.

(i) APPLE shall be responsible for the encoding of Content Files pursuant to the specifications set forth in Exhibit C at its cost. SPT reserves the right to review a sampling of the encodes of the Content Files and/or Videos to determine APPLE’s compliance with this Agreement.

(j) APPLE shall make each Program supplied by SPT hereunder, in accordance with the terms and conditions hereof, continuously available on the Online Store at all times during its Availability Period, subject to the terms and conditions of Section 2(n), 12, 14, 17(l) , or as otherwise expressly provided herein.

(m) APPLE agrees that (i) no Adult Program shall be distributed, exhibited, promoted or listed on the same or previous screen (within the TV Store portion of the Online Store) as a screen on the Online Store on which a Program is promoted or listed, and (ii) no Adult 8 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

Program will be classified within the same genre/category as any Program. As used herein, “Adult Program” shall mean any motion picture or related promotional content that has either been rated NC-17 (or successor rating, or if unrated would likely have received an NC-17 rating, other than a title released by Sony Pictures, Universal Studios, Twentieth Century Fox, The Walt Disney Company, DreamWorks SKG, Paramount Pictures, MGM, Lions Gate or Warner Bros., or their subsidiaries, or a title otherwise deemed not to be an Adult Program by SPT in its sole discretion) or X or is unrated and would have likely received an X if it had been submitted to the MPAA for rating.

(n) Notwithstanding anything contained herein to the contrary, APPLE shall have the right to remove, on temporary or permanent basis, certain Videos from the Online Store (i) if such removal is made pursuant to the Digital Millennium Copyright Act, as amended from time to time (“DMCA”), pursuant to a notification in accordance with 17 U.S.C. § 512 or other applicable sections of the DMCA; provided that SPT shall have the right to submit a counter-notification in accordance with 17 U.S.C. §512(g) or other applicable provisions and Apple may, without limiting SPT’s rights hereunder or in law, continue distributing such Video(s) promptly after receiving such counter-notification; or (ii) if a claim, demand or suit is made or brought against Apple concerning such Video(s). In addition, Apple shall have the right to remove individual Videos from the Online Store if Apple reasonably determines that such Video(s) do not meet Apple’s technical quality requirements, provided that SPT shall have the opportunity to submit a replacement Video and Apple shall promptly make such replacement Video available via the Online Store. In the event a particular Video, in Apple’s reasonable discretion, causes, or is likely to cause, material harm to Apple’s reputation or sales on the Online Store, then APPLE shall advise SPT of same in writing. In such event, SPT shall provide APPLE with a meaningful opportunity to request that such Video be removed or replaced.

(o) SPT shall deliver all SPT Content to APPLE in accordance with the delivery process specified in Exhibit C.

3. Certain SPT Obligations.

(a) SPT shall, from its location in Culver City, California electronically deliver to APPLE at its location in Cupertino, California, in a timely manner, as set forth herein, during the Term, at SPT's sole expense, Content Files in the Delivery Format and via the Delivery Method set forth in Exhibit C. Provided that the Content Files are delivered to APPLE in accordance with the terms of Exhibit C and all other terms of this Agreement, then the Content Files shall be deemed delivered hereunder (“Delivered”).

(b) Subject to the terms of Exhibit D, SPT, or a third party designated by SPT in writing and approved by APPLE, shall commence Delivery of Content Files as soon as reasonably possible after the Effective Date. Thereafter, SPT shall notify APPLE in writing (each, an “Availability Notice”) of additional Programs to be made available by SPT to APPLE for distribution hereunder. APPLE shall have the right to approve such additional Programs.

9 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

(c) SPT shall make SPT Content available to APPLE, for use hereunder, as provided in Exhibit D.

4. Rights Clearances and Royalties.

As between SPT and Apple, SPT shall be solely responsible for paying: (i) all applicable royalties or other payments to artists, talent, producers, directors and other third parties related to the use or other exploitation of SPT Content hereunder; (ii) all applicable mechanical (i.e., reproduction and distribution) and synchronization royalties or payments payable to composers, lyricists, authors and publishers of compositions embodied in SPT Content related to the use or other exploitation of SPT Content hereunder; (iii) all applicable payments that may be required under any collective bargaining agreements and guilds applicable to SPT or third parties; and (iv) any other royalties, fees and/or sums payable with respect to SPT Content, Artwork, metadata and other materials provided by SPT or its designees and/or APPLE's use or exploitation thereof hereunder including, but not limited to, participation and residual fees and synchronization fees. As between SPT and APPLE, APPLE shall be, responsible for any third party public performance rights payments (to the extent such rights may be implicated, if at all, hereunder) for musical compositions and sound recordings exploited hereunder.

5. Distributor Price.

For each Customer Transaction, APPLE shall pay SPT the distributor price as set forth in Exhibit B attached hereto and made a part hereof by this reference. SPT shall not increase such distributor price during the Term. APPLE shall provide notice (which may be made by email) at least five (5) days prior to an increase in the retail price of a Video. For the avoidance of doubt, APPLE reserves the right to determine the retail price hereunder in its discretion.

6. Certain APPLE Obligations.

(a) APPLE shall condition the distribution and delivery of Videos on an end user's acknowledgement of and agreement (as determined by APPLE) to the terms of service for the use of such Videos as set forth on the Online Store ("Terms of Service"), a copy of which is attached hereto as Exhibit K and made a part hereof by this reference. Such Terms of Service, to the fullest extent of applicable law, shall be intended to be an enforceable agreement between APPLE and such end user, shall be no less restrictive than the Content Usage Rules, and shall state that the distribution of Videos does not transfer to such end user any commercial or promotional use rights in the Videos or any intellectual property rights in the content embodied in the Videos. APPLE shall require that Customer’s use of the Program(s) must be in accordance with the Usage Rules, except for the rights explicitly granted to Customer, all rights in the Program(s) are reserved by Apple and/or SPT. APPLE shall notify SPT in writing of any substantive changes to the Terms of Service and SPT shall have the right to terminate this Agreement

10 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

upon written notice to APPLE if such changes have a material, negative, impact on SPT’s rights or interests under the Terms of Service.

(b) APPLE shall use the Security Solution to administer compliance by end users with the Terms of Service and shall take all actions, as deemed appropriate by APPLE, in its sole discretion, against any end user who violates the Terms of Service, which may include, without limitation, terminating or restricting such end user's right to make purchases through the Online Store and/or initiating legal action. APPLE shall notify SPT in writing of any violations by Consumers of Videos of the Terms of Service of which APPLE becomes aware and the actions taken by APPLE against such end user. Notwithstanding the foregoing, (i) SPT reserves all of its rights and remedies under law and equity against any users and any other third parties who infringe SPT’s rights with respect to the SPT Content; and (ii) SPT shall promptly notify APPLE in writing of any intent by SPT to enforce any of its rights against any Online Store end users or other third parties with respect to SPT Content.

(c) Subject to Section 4 hereof, APPLE shall be responsible for all costs associated with APPLE's Fulfillment Activities.

(d) If during the Term: (i) SPT believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize APPLE to distribute a particular Video as provided herein; (ii) SPT believes that APPLE’s continued distribution of a particular Video will violate the terms of any of SPT’s agreements with any applicable copyright owner, artist, composer, producer, director, publisher, or similar third party rights holder; or (iii) SPT believes that APPLE’s continued distribution of a particular Video may adversely affect SPT’s material relations with any applicable copyright owner, artist, composer, producer, director, publisher, or similar third party rights holder (but not distributor), then SPT shall have the right to withdraw, upon written notice to APPLE's designated representative, authorization for the distribution of such Video hereunder. Following such withdrawal, APPLE shall cease to offer such Video for distribution within three (3) business days after APPLE's receipt of such notice of withdrawal. APPLE shall not be entitled to any right or remedy as a result of any such withdrawal.

7. Parental Advisory.

If SPT provides APPLE, in writing, an appropriate parental content advisory rating about a particular Video in the Content File, then APPLE shall display such parental advisory when other information about such Video is displayed before a Customer Transaction is initiated. SPT shall be solely responsible for determining parental advisory warning status and any need therefor. APPLE’s casual or inadvertent failure to display such advisory shall not be deemed a breach hereof.

8. Payment and Reports. See Exhibit B

11 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

9. Names, Voices and Likenesses. Subject to Sections 2(d) and 2(f) above, and in accordance with the terms, conditions and restrictions contained in Exhibit J, APPLE shall have the right, but not the obligation, to use and otherwise exploit the names, voices and, subject to prior approval by SPT, the authorized likenesses of and biographical material concerning the director(s), producer(s) or other key personnel involved in the development and/or production of the SPT Content (each a "Talent"), and the title(s) of SPT Content, in SPT Content and, in any marketing, advertising and promotional materials used in connection with the Sale, promotion and/or advertising of the applicable Video hereunder. By way of example, APPLE shall have the right to use a Talent name in an informational fashion, such as textual displays or other informational passages, in order to identify and represent authorship, production credits, and performances or services of the applicable Talent in connection with the authorized exploitation of applicable Videos. Written approval of SPT shall be required if any Talent's name or likeness is used in a manner other than as set forth above. Talent’s name or likeness shall not be used as an endorsement of APPLE, the Online Store, or other products. APPLE’s use of Talent name, voice and/or likeness pursuant to this Section 9 shall not be deemed an endorsement of APPLE, the Online Store or other products or services.

10. Copyright Notices; Ownership.

(a) SPT may provide a copyright notice for applicable SPT Content in the Content File. In such event, APPLE shall include such copyright notice in a manner that can be viewed prior to completion of a Customer Transaction with respect to such Video and any time the item bearing such copyright notice is displayed or reproduced; provided that any inadvertent failure to do so shall not be deemed a breach hereof; provided that APPLE takes commercially reasonable steps thereafter to cure any such breach upon receipt of notice thereof. The length of any such notice shall not exceed APPLE’s then-current technical limitations. APPLE shall not knowingly and willfully defeat, impair or alter any copyright notice or watermark in SPT Content distributed hereunder, including any such notice or watermark made a part of Artwork or materials Delivered by SPT or its designees hereunder.

(b) As between the Parties, all of SPE’s right, title and interest in and to: (i) the SPT Content; (ii) the Videos, excluding the Security Solution; (iii) the Clips; (iv) all copyrights and equivalent rights embodied in the Videos and Clips; and (v) all materials made available by SPT, shall remain the property of SPT. Notwithstanding the foregoing, in no event shall APPLE have any lesser rights than it would have as a member of the public with respect to the so-called fair use doctrine or the First Amendment of the U.S. Constitution. Upon written request, APPLE shall lend a copy of each Video to SPT solely for the purpose of securing copyright registration of the Video (and for no other purpose). Any wrapping of SPT Content in the Security Solution shall not be deemed to transfer any right, title or interest in the Security Solution to SPT.

12 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

11. Press Release.

Without limiting the provisions of Section 16 hereof, neither SPT nor APPLE shall make or issue any press release or, prior to the initial announcement thereof, public statement or press release regarding this Agreement or its subject matter without the prior written approval of the other Party.

12. Content Protection.

(a) APPLE shall use the Security Solution having the goal to prevent theft, pirating and unauthorized exhibition (including, without limitation, exhibition to non- Customers and exhibition outside the Territory), unauthorized copying or duplication of any video reproduction or compressed digitized copy of any Movie, which shall at all times during the Term (i) be no less protective and robust than, and the same as, the protection system used to protect any third party television shows or feature films distributed on the Online Store, and (ii) offer a level of protection not less than the level of protection afforded by Fairplay as of the Effective Date.

(b) If (i) a condition actually results or may, within a reasonable likelihood, result in the unauthorized availability of any Program on, or means to transfer any Program to, devices that are not Transfer Devices or Devices, or the use of the Programs other than in accordance with the Content Usage Rules set forth in Exhibit A; (ii) the Security Solution, including, but not limited to, the keys that form components thereof, is compromised by a readily accessible hack such that a condition actually results or, in SPT's reasonable judgment, may within a reasonable likelihood, result in either (i) Videos being unencrypted and are being made available without restriction or the keys have been cloned and are being made available such that, in either case, a material number of Videos are being or, within a reasonable likelihood, will be used in violation of the Content Usage Rules which in the good faith judgment of SPT result in actual or threatened harm to SPT (each, a “Security Breach”), or (iii) in SPT's reasonable judgment, a Security Breach is about to happen within a reasonable certainty or has happened, then, in the case of (i) and (ii) above, APPLE shall promptly notify SPT of such Security Breach (which obligation to notify shall include notification of material hacks regardless of whether they have become widely available), and in the case of either (i), (ii) or (iii) above, SPT may suspend the delivery of new SPT Content to APPLE for distribution on the Online Store, and APPLE shall use commercially reasonable efforts, taking into account the severity of the Security Breach, to promptly remedy the Security Breach and, at a minimum, restore the level of content protection afforded by the Security Solution or other content protection system implemented by APPLE, if any, to the level existing prior to such compromise of the Security Solution (a "Cure") without delay, and in no event longer than fifteen days (the "Cure Period") and shall promptly notify SPT once the Security Breach is Cured. If the Security Breach is not Cured during the Cure Period, Apple upon SPT's request shall immediately suspend the distribution 13 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

of all Videos until the Security Breach is Cured. Additionally, if in the good faith judgment of SPT, the Security Breach has not been Cured within thirty (30) days from notice of the Security Breach (including within that 30 days a meet and confer period during which senior management of both parties shall meet to discuss the Security Breach), SPT shall have the right to terminate this Agreement upon written notice to APPLE. The foregoing shall constitute APPLE's sole obligation and SPT's sole remedy from APPLE in the event of such a Security Breach , described in this Section 12(b) hereof.

(c) Notwithstanding anything to the contrary, in the event that APPLE receives notice of a Security Breach of the servers or network components that store SPT Content on the Online Store such that unauthorized access to SPT Content becomes available via the Online Store, then APPLE will disable the ability to purchase, and offer the download of, Videos embodying SPT Content via the Online Store within twenty-four (24) hours following APPLE'S receipt of notice thereof, which shall be APPLE's sole obligation and, except as provided in Sections 12(b) and 12(c) hereof, SPT's sole remedy from APPLE in the event of such a Security Breach security breach of such servers or networks.

(d) SPT Content in APPLE's control or possession, including all hard drive, DVDs, tapes, media or other formats in which such content is Delivered to APPLE pursuant to Exhibit C, shall be stored in a reasonably secure location with restricted access. Once Formatted, such SPT Content shall reside solely on a network server, workstation or equivalent device owned or controlled by APPLE or its contractors, located in the Territory, and shall be reasonably secured with restricted access. Without limiting any right of SPT, but subject to the terms and conditions hereof, in the event that APPLE actually becomes aware of a security breach affecting its Formatting operations such that access to SPT Content becomes available to unauthorized APPLE personnel or other third parties, then APPLE shall promptly take commercially reasonable steps to correct and secure its operations anew.

(e) SPT acknowledges that APPLE shall use credit card billing address check to verify that the distribution of Videos to customers is limited to the Territory (if a credit card is used for payment and/or account setup). APPLE agrees to monitor the effectiveness of the address check technology in use on the Online Store, and to share the results with SPT not more than six (6) months after the Effective Date. If such results reveal that distribution of SPT Content through the Online Store is not sufficiently limited to the Territory, APPLE intends to implement IP address “look-back” technology within a reasonable period of time as a prior condition to creating or modifying an iTunes account.

(f) APPLE shall not intentionally remove, strip, alter, deactivate or otherwise interfere with any forensic information (e.g., watermarks), rights signaling information (e.g., CGMS-A or CCI) or other content protection trigger (collectively “Information”) as SPT in its reasonable discretion may embed or include with the SPT Content or the metadata, provided that such Information and the extent of such Information shall be commensurate with industry norms, but shall in no event be discernable by a Customer or adversely 14 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

affect the purchase experience. The Parties shall work together in good faith to determine if any such Information is in fact affected by APPLE’s encoding, preparation or delivery process. If the Information is affected to the extent its utility is rendered inadequate, APPLE and SPT shall use commercially reasonable efforts to address the issue within a reasonable period of time.

13. Record-Keeping and Audit. See Exhibit B

14. Termination and Effect of Termination.

(a) In addition to SPT's rights under Section 12 hereof, either Party shall have the right, but not the obligation, to terminate this Agreement prior to the expiration of the Term in the event that the other Party: (i) becomes insolvent; (ii) files a petition in bankruptcy; (iii) makes an assignment for the benefit of creditors; or (iv) breaches any material representation, obligation or covenant contained herein, unless such breach is cured prospectively, no later than thirty (30) days from the date of receipt of notice of such breach, or if not able to be so cured, then resolved to the other Party's satisfaction, not to be unreasonably withheld, delayed or conditioned.

(b) Sections 1, 4, 6(c), 8, l0(b), 11, 13, 14, 15, 16, 17, and 18 hereof shall remain in full force and effect following the expiration or earlier termination of this Agreement. The expiration or earlier termination of this Agreement shall not relieve SPT or APPLE of their respective obligations to make any payments with respect to the Sale of Videos in the periods prior to such expiration or termination (and the associated accounting) in accordance with this Agreement.

(c) Upon the expiration or earlier termination of this Agreement, all SPT Content, Videos, Clips, and Artwork in APPLE'S possession or control shall be promptly deleted or destroyed from all storage locations, excluding any archival copies required to be maintained by applicable law, rule or regulation.

(d) In the event that SPT Content is being distributed by Apple on a Season Pass or Mini- Pass basis, then the Initial Term (and any extension or renewals thereof hereunder) shall be extended, if applicable, for a period of ninety (90) days after the completion of the season applicable to the Season Pass or the Mini-Pass; provided, however, that (i) any such extension shall only apply to the SPT Content being distributed on a Season Pass or Mini-Pass basis, (ii) such extension shall not apply to any SPT Content that has been withdrawn by SPT pursuant to Section 6(d) and (iii) no extension shall take place if this Agreement has been terminated by SPT pursuant to Section 14(a).

15. Indemnification and Limitation of Liability.

(a) APPLE will indemnify and hold harmless, and upon SPT's request, defend, SPT and its affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and costs) arising out of a claim by a third party by reason of:

15 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

(i) any use or distribution by APPLE of the SPT Content in breach of this Agreement; (ii) a breach of any warranty, representation, covenant or obligation of APPLE under this Agreement; or (iii) any claim, suit or demand that the Security Solution or technology used by APPLE in the Fulfillment Activities infringes the intellectual property rights of a third party or violates any law; or (iv) any claim by ASCAP, BMI or SESAC or similar organization having jurisdiction in the Territory that APPLE exercised the performance rights in the musical compositions contained in the Programs without obtaining a valid performance license and/or without payment of a performing rights royalty or license fee, if any is required to be paid in connection with the exhibition or distribution of Programs hereunder (provided that such rights have been made available by SPT for licensing by such organization, on economic terms which are the same or substantially the same as those customarily offered by ASCAP, BMI and/or SESAC). APPLE will reimburse SPT and its affiliates on demand for any payments actually made in resolution of any liability or claim that is subject to indemnification under this Section 15 hereof; provided that SPT obtains APPLE's written consent prior to making such payments.

(b) SPT shall indemnify and hold harmless, and at SPT’S option, defend, APPLE and its affiliates (and their respective shareholders, directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including, without limitation, reasonable attorneys' fees and costs) arising out of a claim by a third party by reason of: (i) a breach of any warranty, representation, covenant, agreement, promise, or obligation of SPT under this Agreement or any act or omissions inconsistent therewith; or (ii) any claim, suit or demand that any SPT Content, metadata or any other materials provided, delivered or authorized by or on behalf of SPT or its designees hereunder or APPLE's use or other exploitation thereof in compliance with this Agreement violates or infringes the rights of another party (including, without limitation, any claim by a third party that the rights to the musical compositions contained in the Programs (not including payments for exploitation by APPLE of rights described in Section 15(a)(iv)) are controlled by SPT to the extent required for the licensing of the exhibition of such Programs in accordance hereunder). SPT shall reimburse APPLE and its affiliates on demand for any payments actually made in resolution of any liability or claim that is subject to indemnification under this Section 15, provided that APPLE obtains SPT written consent prior to making such payments.

(c) In any case in which indemnification is sought hereunder:

At the indemnifying Party’s option, the indemnifying Party may assume the handling, settlement or defense of any such claim or litigation. If the indemnifying Party assumes the handling, settlement or defense of any such claim or litigation, the Party to be indemnified shall cooperate in the defense of such claim or litigation, and the indemnifying Party’s obligation with respect to such claim or litigation shall be limited to holding the indemnified Party harmless from any final judgment rendered on account of such claim or settlement made or approved by the indemnifying Party in connection therewith, provided that the indemnifying Party may not obligate the indemnified Party without such indemnified Party’s written consent, and expenses and reasonable attorneys fees of the indemnified Party incurred in connection with the defense of such claim or 16 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

litigation prior to the assumption thereof by the indemnifying Party and any reasonable out-of-pocket expenses for performing such acts as the indemnifying Party shall request. If the indemnifying Party does not assume the handling, settlement or defense of any such claim or litigation, the indemnifying Party shall, in addition to holding the indemnified Party harmless from the amount of any damages awarded in any final judgment entered on account of such claim, reimburse the indemnified Party for reasonable costs and expenses and reasonable outside attorneys fees of the indemnified Party incurred in connection with the defense of any such claim or litigation; and The Party seeking indemnification shall fully cooperate with the reasonable requests of the other Party in its participation in, and control of, any compromise, settlement, litigation or other resolution or disposition of any such claim. The indemnifying Party shall not consent to the entry of any final judgment in any action without the indemnified Party’s prior written approval except, in the case where Supplier is the indemnifying Party, where such consent involves the agreement not to further exploit a Program.

(d) EXCEPT WITH RESPECT TO EACH PARTY’S EXPRESS INDEMNITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF SUCH POSSIBILITY.

NO WARRANTY OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ONLINE STORE, THE SECURITY SOLUTION, OR ANY ELEMENTS OF THE FOREGOING, IS GIVEN TO, OR SHOULD BE ASSUMED BY, SPT, AND ANY SUCH WARRANTIES AND TERMS ARE HEREBY EXCLUDED.

16. Confidentiality.

Each Party acknowledges that, by reason of this Agreement, it may have access to certain information and materials concerning the other Party's business plans, customers, technology and products that are confidential and of substantial value to such Party, which value would be impaired if such information were disclosed to third parties or used for purposes other than as expressly permitted by this Agreement (collectively "Confidential Information"). Each Party agrees to maintain any and all Confidential Information received from the other, in confidence, and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the disclosing Party. Each Party agrees that Confidential Information may be disclosed to its directors, officers, employees and other personnel under its control and supervision for purposes of performing such Party’s obligations under this Agreement, solely on a so called “need-to-know” basis in furtherance of this Agreement; provided that such Party causes such directors, officers and employees to be bound by non-disclosure obligations no less restrictive than the terms of this Section 16, 17 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

unless required by law, or court or governmental order. Confidential Information shall be deemed to include, without limitation: (i) information marked confidential, if conveyed in writing, and (ii) information identified orally as confidential, if conveyed orally. Confidential Information shall not be deemed to include any information which (a) is publicly known at the time of the disclosure, (b) becomes publicly known other than by breach of the terms of this Section 16, (c) becomes known to the disclosing Party, without restriction, from a source free of any obligation of confidentiality and without breach of this Section 16, (d) information that is already in the public domain, or (e) is independently developed by the disclosing Party.

17. Additional Representations and Warranties.

(a) Each Party represents and warrants that it has full right, power and authority to enter into this Agreement

(b) Each Party represents and warrants that it shall perform it obligations hereunder in compliance with any applicable laws, rules and regulations of any governmental authority having jurisdiction over the subject matter hereof.

18. General Provisions.

(a) No Agency or Joint Venture. The Parties agree and acknowledge that the relationship between the Parties is that of independent contractors acting as supplier and distributor. This Agreement shall not be deemed to create a partnership or joint venture, and neither Party is the other's agent, partner, employee, or representative.

(b) Contractors. Subject to Section 2(a) hereof, APPLE may enter into agreements with third parties in order to provide Fulfillment Activities on behalf of APPLE, provided that APPLE notifies SPT of the names and services provided by such third party contractors and APPLE causes all such third parties to comply with the terms and conditions this Agreement. To this end, APPLE shall be responsible for the performance of non- performance of such third parties in relation to the Fulfillment Activities hereunder, including, without limitation, with respect to all SPT Content provided to a third party by APPLE.

(c) Entire Agreement, Modification, Waiver. This Agreement contains the entire understanding of the Parties relating to the subject matter hereof, and supersedes all previous or contemporaneous agreements or arrangements between the Parties relating to the subject matter hereof. This Agreement cannot be changed or modified except by a writing signed by the Parties. A waiver by either Party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the Parties.

18 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

(d) Approvals. All rights of approval and all consents required to be given under this Agreement will be effective only if given in writing by an authorized representative of the applicable Party. Any email sent by SPT or any employee or designee thereof to APPLE for purposes of communicating approval or consent shall be deemed effective. Except as expressly set forth herein to the contrary, all approvals required hereunder shall not be unreasonably withheld.

(e) Assignment; Binding on Successors. Neither Party may assign this Agreement (including assignment by merger, consolidation or operation of law) without the written consent of the other party, and any attempted assignment without such consent shall be void; provided, however, that SPT may assign this Agreement to an affiliate without the consent of APPLE and provided, however, that APPLE may assign this Agreement to a subsidiary without the consent of SPT. This Agreement shall be binding on the assigns, heirs, executors, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of the Parties.

(f) Notices. Any notice under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes: (i) on the delivery date if delivered personally to the Party to whom the same is directed or delivered; (ii) upon delivery by confirmed-receipt facsimile to the appropriate facsimile number set forth below (and, further, confirmation of receipt is made by telephone); (iii) one (1) business day after deposit in the Territory with a commercial overnight carrier where such carrier is instructed to deliver such notice overnight, with written verification of receipt; or (iv) five (5) business days after the mailing date in the Territory, whether or not actually received, if sent by certified mail, return receipt requested, postage and charges prepaid, to the address of the Party to whom the same is directed as set forth below (or such other address as such other Party may supply by written notice duly given):

If to SPT, to the Senior Management contact specified by SPT on the attached Cover Sheet, with a mandatory concurrent copy to the Legal/Business Affairs contact specified by SPT on the attached Cover Sheet.

If to APPLE:

Apple Inc. 1 Infinite Loop, MS 60 1-EC Cupertino, CA 95014 Attn: Eddy Cue Fax: (408) 974-2140

with a courtesy copy, which copy shall not constitute notice hereunder, to:

Apple Inc. 1 Infinite Loop, MS 60 1-EC Cupertino, CA 95014 Attn: Associate General Counsel / ITS

19 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

Fax: (408) 253-0186

(g) Governing Law; Equitable Relief. Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of California, without regard to principles of conflict of laws. The Parties agree that any proceeding relating to this Agreement will take place in the Central District of California; and both Parties hereby waive the right to object to that choice of law, personal jurisdiction or venue. In the event that, subsequent to the Effective Date, APPLE enters into a separate written agreement with SPT or any parent or affiliate thereof (i.e., a company controlled by SPT or such parent) concerning the electronic sale of audiovisual content on the Online Store in the Territory (“Separate Agreement”), then the provisions of such agreement concerning law, venue and forum shall replace the terms of this paragraph 18(g).

Notwithstanding anything to the contrary herein, APPLE hereby irrevocably waives any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of SPT Content or the use, publication or dissemination of any advertising in connection with SPT Content. In the event that, subsequent to the Effective Date, APPLE enters into a Separate Agreement with SPT concerning motion pictures for sale on the Online Store, then the provision, if any, of such agreement concerning the waiver concept of this paragraph, shall replace the terms of this paragraph.

(h) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. Executed copies of this Agreement may be delivered by facsimile transmission in accordance with the notice provision hereof.

(i) Remedies. To the extent permitted by applicable law, the rights and remedies of the Parties provided under this Agreement are cumulative and in addition to any other rights and remedies of the Parties at law or equity.

(j) Headings. The titles used in this Agreement are for convenience only and are not to be considered in construing or interpreting the Agreement.

(k) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or party, other than the Parties and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(l) Force Majeure. For the purposes of this Agreement, "Force Majeure" shall mean any event which a Party could not foresee, such as fire, flood, acts of God or public enemy, Internet-related failures or interruptions, power outages, earthquakes, governmental or court order, national emergency, strikes, or labor disputes, the effect of which it could not reasonably prevent or predict and which renders impossible or impractical the 20 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

EXHIBIT A

Content Usage Rules

Customers obtaining Videos from APPLE pursuant to the terms of this Agreement may:

1. Play or view Videos in applications using QuickTime;

2. Store Videos on up to five (5) Transfer Devices at the same time;

3. Subject to Section 2 of this Exhibit A, transfer Videos to, and/or render from, a Device so long as such Device includes the Security Solution; provided that Videos may only be transferred from a Transfer Device to a Device or a Transfer Device via the transfer methods permitted herein;

4. Use Videos solely for the Customer’s Personal Use; and

5. Not “burn” or copy Videos onto recordable media except as a non-renderable data file (i.e., the “export” feature of QuickTime which enables video burning must be disabled for all transactions and Videos).

Transfer Methods: Video may be transferred from a Transfer Device to a Device, as permitted hereunder, through a tethered connection (e.g., by transfer cable via USB, ethernet, Firewire, or similar such means) or a “local” wireless connection (e.g., within the user's home or over a single local-area network). Ethernet or “local” wireless transfers will be restricted to local subnets only.

22 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

EXHIBIT B

Distributor Price

1. APPLE shall pay SPT the distributor price for each Customer Transaction (as described below) equal to the greater of: (i) 70% of the consumer price received by APPLE (excluding applicable taxes, duties, levies, or any other payments or deductions required by applicable law) for each episodic download of a Video or (ii) $1.40 per for each episodic download of a Video.

Season Passes/Mini-Passes: SPT shall have the option of making one or more Television Series available on a Season Pass or Mini-Pass basis, provided that SPT notifies Apple of such availability and APPLE confirms in writing its agreement therewith. In order for such notice to be effective, it must be in writing and must specify (i) the Television Series being made available on a Season Pass or Mini-Pass basis and (ii) the distributor price to be paid by Apple to SPT for each Season Pass and/or Mini-Pass acquired by a Customer.

2. Payment and Reports.

(a) APPLE shall remit payment of all sums due hereunder to SPT, as set forth herein. Payments shall accrue at the time a Customer Transaction is completed. For each Customer Transaction, APPLE shall pay to SPT an amount equal to the fee set forth above (collectively "Video Proceeds").

(b) APPLE shall furnish to SPT, for any month during which payments hereunder have accrued, access to a sales report in accordance with APPLE’s standard business practices, along with payments due for Customer Transactions hereunder, no later than thirty (30) days after the end of each calendar month during the Term. Such report shall set forth aggregate Customer Transaction information for each Program.

(c) APPLE may withhold any applicable taxes, duties, charges or levies on payments by APPLE to SPT imposed by a government entity having jurisdiction in the Territory. APPLE shall have the right to remit any such withheld taxes, duties, charges or levies to the appropriate governmental authority. Notwithstanding the foregoing, provided that SPT has fully satisfied all requirements, to APPLE’s reasonable satisfaction, to document its eligibility for a lower or zero rate of withholding tax, including, without limitation, providing APPLE with a valid Certificate of Residency, if applicable, then APPLE shall withhold based on the lower withholding tax rate, or, if applicable, shall not withhold.

(d) All payments made by APPLE to SPT hereunder shall be made by electronic funds transfer ("EFT"). APPLE shall, to the extent practicable, use the so-called “ACH” EFT method for payment transfers hereunder, for so long as such method does not cause APPLE to incur any costs or to change its normal custom and practice for making payments. Unless otherwise agreed to by the Parties, SPT shall be responsible for all bank transaction costs or fees arising from such payment and APPLE shall have the right to deduct, or authorize the applicable third party to deduct, such sums from such payments. SPT shall provide APPLE with SPT's banking information (on a form to be provided to SPT by APPLE) reasonably necessary to effect 23 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

payment including, but not limited to, the following: [EFT bank account information to be provided]

! ! Bank Name ! ! Account Name ! ! Account Number ! ! Routing Number

3. Record-Keeping and Audit.

(a) APPLE shall maintain and keep complete and accurate books and records concerning the amounts payable to SPT hereunder for a period of two (2) years thereafter.

(b) Upon reasonable advance written notice, in no event less than thirty (30) days, during the Term and for up to eighteen (18) months thereafter (the "Audit Period"), SPT, at its sole expense, may appoint an independent certified public accountant, or a person whose practice regularly includes audits concerning the subject matter hereof, not then engaged in any audit of APPLE or SPT to audit applicable books and records of APPLE at APPLE's principal place of business in the United States for the sole purpose of verifying the amounts due from APPLE to SPT hereunder. Such audit shall take place during regular business hours, and shall not occur more than twice during any twelve (12) month period. Such accountant or person shall not be engaged on a contingency-fee basis and, as a condition hereto, shall sign (and cause any employer or affiliated parties of such accountant or person to sign) and deliver to APPLE a confidentiality agreement in a form acceptable to APPLE that protects APPLE's Confidential Information no less favorably than the applicable terms of this Agreement and no less favorably than SPT protects its own similar information. SPT may audit information contained in a particular statement only once, and no audit shall be allowed or conducted for a period spanning less than six (6) months. If such audit indicates an error in excess of 10% of the Video Proceeds due for the period covered by such audit, Apple shall, in addition to making immediate payment of the additional payments due, pay to SPT (i) the actual, direct, reasonable out of pocket costs and expenses incurred by SPT for any audit, and (ii) any outside attorney’s fees incurred by SPT in enforcing the collection thereof (to the extent such fees are reasonable).

(c) SPT shall be deemed to have consented to all accountings rendered by APPLE hereunder, unless a written objection is made concerning such accountings during the applicable Audit Period, as set forth above.. Said accountings shall be binding upon SPT and shall not be subject to any objection by SPT for any reason, unless specific objections are provided to APPLE in writing or SPT commences an audit of APPLE during the Audit Period. SPT agrees that APPLE's books and records constitute Confidential Information.

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EXHIBIT C

Delivery / Conversion

1. Delivery

a. Format

SPT shall deliver each file of SPT Content to APPLE (or a third party consented to in writing by APPLE) using the highest source quality available as follows: (i) for the video track, in either the uncompressed Beta SP Format with video quality as close to original master quality as possible in light of the delivery format; (ii) for the audio track, in either the uncompressed WAV format for storing files (having a .WAV extension) or the compressed format for storing files marketed as the "Apple Lossless" codec (the encoding tool for which may be provided by APPLE to SPT); or (iii) in such other reasonable encoded Format as may be requested by APPLE from time to time with respect to video and/or audio tracks (collectively “Delivery Format”).

b. Method

SPT shall, from its offices in Culver City, California deliver each file of SPT Content to APPLE (or a third party designated in writing by APPLE) at APPLE’s or its designee’s offices in Cupertino, California by way of either an Internet server located in California or via a “load and leave” process as described in Title 18, California Code of Regulations § 1502. All right, title and interest in and to the physical media embodying the SPT Content delivered by SPT to APPLE hereunder shall remain with SPT. SPT shall deliver SPT Content in accordance with the technical specifications: (i) for the video track: (aa) 15+ mbit/sec; (bb) constant bitrate; (cc) 4:2:0 colorspace; (dd) program stream; (ee) long GOP; (ff) MPEG1 Layer II audio, 384kbps, stereo, mixed; (gg) cropped to eliminate 16x9 masks and underscan (if the original is not in the 4:3 aspect ratio, then files shall be cropped to 640 pixels wide, preserving the aspect ratio (except in the case of anamorphic content, which may be scaled to 640x480 resolution, but left as anamorphic, and tagged as such); and (hh) in the original native frame rate (e.g., film material at 24p; video material at 29.97i; 720p30 HD at 29.97p), with the MPEG2 file properly tagged; and (ii) for the audio track, in either the uncompressed WAV format for storing files (having a .WAV extension) or the compressed format for storing files marketed as the “Apple Lossless” codec (the encoding tool for which may be provided by APPLE to SPT) (collectively “Delivery Method”).

2. Conversion.

a. APPLE may convert each file of SPT Content into Videos and Format them for distribution from the Online Store as follows: (i) for the video track, into H.264 Advanced Video Codec (“AVC”); (ii) for the audio track, into MPEG-4 Advanced Audio Coding (“AAC”); (iii) in such other reasonable encoded format as APPLE may request for the video and/or audio track, provided that the quality and integrity, attributable to such Format(s), is no less than, and 25 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

at least commensurate with, the then-current quality and integrity of video and/or audio tracks of comparable content providers as SPT that are similarly made available for distribution on and delivered from the Online Store; or in such other encoded format as the Parties may mutually agree upon in writing.

b. Each Video may include more than one (1) copy of the video track (but in no event more than one (1) copy of the audio track), each in a different resolution (none greater than 720 x 576 pixels) in order to accommodate efficient transfer and rendering of the SPT Content to different Format Devices; provided that only one (1) copy of the video track of any Video may be copied by the Customer to a single Device. In the alternative, a Video may be transcoded to an appropriate Format and resolution as part of its transfer to a particular Device; provided that any given Device shall not receive a transfer of more than one (1) video track of the same Video. APPLE may redeliver Videos to customers in an enhanced format without the consent of SPT.

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EXHIBIT D

SPT Content

PHASE 1:

SPT shall deliver the following Programs to Apple and, provided that SPT has satisfied all requirements for the delivery of SPT Content hereunder, Apple shall use commercially reasonable efforts to make them available via the Online Store in the Territory:

Program Season Notes

‘Til Death 1 18 episodes at launch, includes ongoing new episodes, posted to Online Store for release on the day after first airing (for a total of 22 episodes).

Charlie’s Angels 1 23 episodes.

Starsky & Hutch 1 23 episodes.

News Radio 1 7 episodes.

Spider-Man (animated) 1 13 episodes.

PHASE 2:

SPT shall use commercially reasonable efforts to deliver the following Programs to Apple and Apple shall make them available via the Online Store:

Program Season Notes

Who’s the Boss? 1 17 episodes.

S.W.A.T. [TBD] 1, 2 12 episodes.

Action 1 13 episodes.

27 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

EXHIBIT E

FUNCTIONALITY

1. SPT Programs used or exploited by Apple hereunder shall be made available on an on- demand, episodic, and/or pay per download basis, for which the end user will pay a fee (the “Download Fee.”) Notwithstanding the foregoing, certain Program episodes may be designated by SPT in its sole discretion as “promotional.” APPLE may offer such promotional downloads free of charge by v-cast, podcast or cached streaming. Excerpt previews provided by SPT also may be available on a promotional basis by v-cast, podcast or cached streaming (within guild guidelines for promotional material) as specified by SPT. SPT acknowledges that it shall not receive a royalty or other compensation in connection with such promotional uses.

2. Payment of the Download Fee will allow the end user to store copies of the Program episode on up to a total of five (5) computers and unlimited personal iTunes compatible Devices (including the computer onto which the material originally is downloaded) until erased; provided that each Device shall not store content from more than five (5) iTunes accounts. All such downloads shall be authorized for use only by the applicable iTunes account holder as provided herein and in the Terms of Service and Content Usage Rules. SPT acknowledges and agrees that such downloads will, unless deleted by the user, remain on the end user’s Device after the expiration of the Term. APPLE acknowledges and agrees that, as a prerequisite for fulfilling Downloads from the Online Store, it shall require that the Customer’s iTunes account have a current and validated U.S.-based credit card on file.

3. If SPT discovers that an end user is violating the above-referenced computer/device limitations, then SPT shall provide APPLE with notice thereof. APPLE shall use reasonable efforts to cooperate and/or assist in SPT’s investigation or prosecution of such violations; provided that APPLE shall have no obligation to pursue litigation, incur outside counsel legal fees, or fund the cost of such investigation or prosecution.

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EXHIBIT F

BRANDING AND MARKETING

Without limiting the generality of the Agreement, APPLE shall have the following rights, in its sole discretion: (i) to place SPT Content in areas of the Online Store consistent with the subject matter of the SPT Content; and (ii) to promote SPT Content by way of so-called "bricks," “splashes” and newsletters.

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EXHIBIT G

ADVERTISING AND PROMOTION

1. SPT shall have the right to insert not more than two (2) minutes of cross-promotional content at the end of any Video, which content shall be solely owned and controlled by SPT and be consistent with the terms and conditions hereof. In no event shall any such cross-promotional content concern third party content or be a promotion therefor. In the event that such cross- promotional content concerns content other than SPT Content, then SPT hereby grants APPLE the right to exploit the content which is the subject of such cross-promotional content as if such content were SPT Content (and, in furtherance thereof, SPT shall deliver such content to APPLE in a timely manner consistent with the terms and conditions hereof).

2. APPLE shall not, for its own benefit, insert any advertising or promotional material in any SPT Content.

30 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

EXHIBIT H

SECURITY SOLUTION

1. Except as otherwise reasonably required by APPLE to perform its obligations under this Agreement, SPT Content shall reside on a network server, workstation or equivalent device owned or controlled by APPLE or its contractors, and shall be reasonably secured with restricted access. SPT Content shall be encrypted with its own unique key on the applicable server.

2. Any Videos Sold by APPLE shall be Sold solely in encrypted Format as described below. APPLE shall deliver a key to decrypt such Videos to the end user using Secure Socket Layer (“SSL”). A reasonable amount of the audio-visual portion of such Videos will be encrypted using AES-128 encryption, and secured to the end user’s key after purchase.

3. On a computer, an APPLE owned application shall store an end user’s keys in an encrypted format using AES-128 encryption, and the key to decrypt such key file will be known to APPLE owned applications and APPLE’s QuickTime software.

4. A key file shall contain a Global Unique ID (“GUID”), which may be an Ethernet MAC address for purposes of identifying the authorized computer and user account.

5. When access to the encrypted Videos is requested, the APPLE owned software or APPLE QuickTime software shall search the key file for the content key, and check so that the key file is associated with the authorized computer.

6. Removal of an end user’s keys de-authorizes a computer by removing the end user’s keys from the key file. APPLE will maintain and update a database when a computer is de- authorized.

7. APPLE may control the status of an end user’s authorized computers for purposes of customer support.

8. Videos transferred from a computer to a Device shall be in encrypted Format, and the end user’s keys shall be transferred and tied to such Device and stored in an encrypted key file. The key to decrypt the key file shall be known to both the APPLE owned software and the Device.

9. APPLE shall monitor activation and/or deactivation of authorized computers for purposes of monitoring compliance with the Content Usage Rules, and will take appropriate steps, in APPLE’s sole discretion, towards curing misuse of Videos.

31 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

EXHIBIT J

MARKETING AND PROMOTION REQUIREMENTS

Without limiting any other provision hereof, APPLE shall market and promote the Programs in accordance with the following guidelines:

a. APPLE shall have the right to use or authorize the use of written summaries, extracts, synopses, photographs and trailers prepared and provided or made available by SPT or, if not prepared by SPT, approved in writing in advance by SPT (“Advertising Materials”), solely for the purpose of advertising, promoting and publicizing the exhibition of the Programs on the Online Store and the right to advertise, publicize and promote, or authorize the advertising, publicity and promotion of the exhibition of any Program on the Online Store during the time periods and other restrictions specified herein. b. If SPT establishes a date prior to which no marketing or promotion may occur for any Program (“Public Announce Date”), and such date is communicated to APPLE in writing (such as, by way of example, in any metadata) without conflict with any other written communications received by APPLE, then APPLE may not “pre-promote” such Program, to include, without limitation: (a) solicit any pre-orders; (b) advertise referencing price or release date; or (c) use any title-related images or artwork. Violation of this provision shall constitute a material breach of the Agreement. If no Public Announce Date is specified by SPT, APPLE shall not pre- promote any Program more than 60 days prior to its release date unless otherwise directed by SPT (such as, by way of example, in any metadata) and in no event may APPLE promote any title prior to receiving an Availability Notice for such Program; provided that SPT shall, upon delivery of any such Program to APPLE, provide APPLE with an Availability Notice in the accompanying metadata for such Program. c. Advertising prior to release date must provide notice of the release date in such ad (e.g., Available July 27); provided that such date is provided to APPLE by SPT. APPLE shall not promote any Program after it is withdrawn from distribution hereunder by SPT; provided that APPLE receives notice thereof at least three (3) business days prior to the date which such Program is to be withdrawn. d. The rights granted in this Exhibit J shall be subject to, and APPLE shall comply with, any and all restrictions or regulations of any applicable guild or union and any third party contractual provisions with respect to the advertising and billing of the Program in accordance with such specific instructions as SPT may advise APPLE in writing prior to or concurrent with the delivery of applicable SPT Content or from time to time during the Term. e. Subject to the terms and conditions hereof, APPLE shall not, without the prior written consent of SPT, (a) modify, edit or make any changes to the Advertising Materials, or (b) promote the exhibition of any specific Program by means of a contest or giveaway. f. The names and likenesses of the characters, persons and other entities appearing in or connected with the production of Programs shall not be used separate and apart from the Advertising Materials which will be used solely for the purpose of advertising of the exhibition or availability of such Programs, and no such name or likeness shall be used so as to constitute

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an endorsement or testimonial, express or implied, of any party, product or service, by “commercial tie-in” or otherwise. APPLE shall not use SPT’s name or logo or any Program or any part of any Program as an endorsement or testimonial, express or implied, by SPT, for any party, product or service including APPLE, iTunes or any other service provided by APPLE. g. Within 30 calendar days after the day on which a Program is withdrawn, APPLE shall, upon written request by SPT, destroy (or at SPT’S request, return to SPT) all Advertising Materials for such Program which have been supplied by SPT hereunder. h. APPLE shall not knowingly and willfully discriminate against SPT Content on the Online Store with respect to similar content and shall not use SPT Content to denigrate any other form of program distribution. i. The Parties acknowledge and agree that APPLE’s acceptance of, and ongoing substantial compliance with, the Marketing and Promotion Requirements set forth in Exhibit J are a material inducement to SPT’S entering into this Agreement.

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EXHIBIT K

iTunes Store

TERMS OF SERVICE

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND APPLE INC. ("APPLE") STATING THE TERMS THAT GOVERN YOUR USE OF THE ITUNES STORE SERVICE. THIS AGREEMENT - TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, SOFTWARE LICENSES, AND ALL OF APPLE'S RULES AND POLICIES - COLLECTIVELY CONSTITUTE THE "AGREEMENT" BETWEEN YOU AND APPLE. TO AGREE TO THESE TERMS, CLICK "AGREE." IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK "AGREE," AND DO NOT USE THE SERVICE. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU: CHANGES, ADDITIONS, OR DELETIONS ARE NOT ACCEPTABLE, AND APPLE MAY REFUSE ACCESS TO THE ITUNES STORE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.

1. Definition of the iTunes Store Service. Apple is the provider of the iTunes Store (the "Service") that permits you to purchase downloads of digital content - such as sound recordings and videos - under certain terms and conditions as set forth in this Agreement.

2. Age requirements for use of the Service. This Service is available for individuals aged 13 years or older. If you are 13 or older but under the age of 18, you should review these terms and conditions with your parent or guardian to make sure that you and your parent or guardian understand these terms and conditions.

3. Objectionable Material. You understand that by using the Service, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the Service at your sole risk and that Apple shall have no liability to you for content that may be found to be offensive, indecent, or objectionable. Content types (including genres, sub-genres and Podcast categories and sub-categories and the like) and descriptions are provided for convenience, and you acknowledge and agree that Apple does not guarantee their accuracy.

4. System Requirements. Use of the Service requires a compatible device, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Service involves hardware, software, and Internet access, your ability to use the Service may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such system requirements, which may be changed from

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time to time, are your responsibility. The Service is not part of any other product or offering, and no purchase or obtaining of any other product shall be construed to represent or guarantee you access to the Service.

5. Policies and Rules. Your use of the Service and purchases made through it are subject to Apple's Terms of Sale at http://www.apple.com/legal/itunes/us/sales.html, which can be readily viewed on the Service, and any end-user agreements or other terms and conditions required for use of the Service, all of which are hereby made a part of this Agreement. If you have not already read Apple's Terms of Sale, you should do so now.

6. Apple's Privacy Policy. Except as otherwise expressly provided for in this Agreement, the Service is subject to Apple's Privacy Policy at http://www.apple.com/legal/privacy/, which is expressly made a part of this Agreement. If you have not already read Apple's Privacy Policy, you should do so now.

7. Your Information. You agree to provide accurate, current, and complete information required to register with the Service and at other points as may be required in the course of using the Service ("Registration Data"). You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. Apple may terminate your rights to any or all of the Service if any information you provide is false, inaccurate or incomplete. You agree that Apple may store and use the Registration Data you provide (including credit card and PayPal account information) for use in maintaining your accounts and billing fees to your credit card or PayPal account.

8. User Account and Security. a. Account and Password. As a registered user of the Service, you may receive or establish an account ("Account"). You are solely responsible for maintaining the confidentiality and security of your Account. You should not reveal your Account information to anyone else or use anyone else's Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify Apple of any unauthorized use of your Account or any other breach of security. Apple shall not be responsible for any losses arising out of the unauthorized use of your Account. b. Security. You understand that the Service, and products purchased through the Service, such as sound recordings, videos and related artwork ("Products"), include a security framework using technology that protects digital information and limits your usage of Products to certain usage rules established by Apple and its licensors ("Usage Rules"). You agree to comply with such Usage Rules, as further outlined below, and you agree not to violate or attempt to violate any security components. You agree not to attempt to, or assist another person to, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security components related to such Usage Rules for any reason whatsoever. Usage Rules may be controlled and monitored by Apple for compliance purposes, and Apple reserves the right to enforce the Usage Rules with or without notice to you. You will not access the Service by any means other than through software that is provided by Apple for accessing the Service. 35 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

You shall not access or attempt to access an Account that you are not authorized to access. You agree not to modify the software in any manner or form, or to use modified versions of the software, for any purposes including obtaining unauthorized access to the Service. Violations of system or network security may result in civil or criminal liability.

9. Purchase of Apple Content a. Products Requirements. You acknowledge that use of Products may require the use of other hardware and software products (e.g., the ability to make copies of Products on physical media and render performance of Products on authorized digital player devices), and that such hardware and software is your responsibility. Once a Product is purchased and you receive the Product, it is your responsibility not to lose, destroy, or damage the Product, and Apple shall be without liability to you in the event of any loss, destruction, or damage. b. Use of Products. You acknowledge that Products contain security technology that limits your usage of Products to the following Usage Rules, and you agree to use Products in compliance with such Usage Rules.

Usage Rules

Your use of the Products is conditioned upon your prior acceptance of the terms of this Agreement.

You shall be authorized to use the Products only for personal, noncommercial use.

You shall be authorized to use the Products on five Apple-authorized devices at any time.

You shall be entitled to export, burn (if applicable) or copy Products solely for personal, noncommercial use. You shall not be entitled to burn Video Products.

You shall be authorized to burn an audio playlist up to seven times.

You shall be able to store Products from up to five different Accounts on certain devices, such as an iPod, at a time.

Any burning (if applicable) or exporting capabilities are solely an accommodation to you and shall not constitute a grant or waiver (or other limitation or implication) of any rights of the copyright owners in any audio or video content, sound recording, underlying musical composition, or artwork embodied in any Product.

You agree that you will not attempt to, or encourage or assist any other person to, circumvent or modify any security technology or software that is part of the Service or used to administer the Usage Rules.

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The delivery of Products does not transfer to you any commercial or promotional use rights in the Products. c. You agree that your purchase of Products constitutes your acceptance of and agreement to use such Products solely in accordance with the Usage Rules, and that any other use of the Products may constitute a copyright infringement. The security technology is an inseparable part of the Products. The Usage Rules shall govern your rights with respect to the Products, in addition to any other terms or rules that may have been established between you and another party. Apple reserves the right to modify the Usage Rules at any time. d. You acknowledge that some aspects of the Service, Products, and administering of the Usage Rules entails the ongoing involvement of Apple. Accordingly, in the event that Apple changes any part of the Service or discontinues the Service, which Apple may do at its election, you acknowledge that you may no longer be able to use Products to the same extent as prior to such change or discontinuation, and that Apple shall have no liability to you in such case e. The Service may offer interactive features that allow you to, among other things, submit or post information, materials or links to third party content on areas of the Service accessible and viewable by other users of the Service and the public. You represent and agree that any use by you of such features, including any information, materials or links submitted or posted by you, shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, objectionable or in poor taste, and that you have obtained all necessary rights, licenses or clearances. You further agree to provide accurate and complete information in connection with your submission or posting of any information or materials on the Service. Moreover, you hereby grant Apple a worldwide, royalty-free, non-exclusive license to use such materials as part of the Service, and in relation to Products, without any compensation or obligation to you.

Apple reserves the right not to post or publish any materials, and to delete, remove or edit any material, at any time in its sole discretion without notice or liability.

Apple has the right, but not the obligation, to monitor any information and materials submitted or posted by you or otherwise available on the Service, to investigate any reported or apparent violation of this Agreement, and to take any action that Apple in its sole discretion deems appropriate, including, without limitation, under Section 14 below or under our Copyright Policy (http://www.apple.com/legal/trademark/claimsofcopyright.html).

10. Territory. The Service is currently available only in the United States, and is not available in any other location. You agree not to use or attempt to use the Service from outside of the available territory, and that Apple may use technologies to verify your compliance.

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11. Agreement to Pay. a. Payment for Products. You agree to pay for all Products you purchase through the Service, and that Apple may charge your credit card or PayPal account for any Products purchased, and for any additional amounts (including any taxes and late fees, as applicable) as may be accrued by or in connection with your Account. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING APPLE WITH A VALID CREDIT CARD OR PAYPAL ACCOUNT DETAILS FOR PAYMENT OF ALL FEES. All fees will be billed to the credit card, or the PayPal account, you designate during the registration process. If you want to designate a different credit card or if there is a change in your credit card or PayPal account status, you must change your credit card or PayPal account information online at the Account Info section of the Service. (There may be a temporary disruption of your access to the Service until Apple can verify the validity of the new credit card or PayPal account information.) b. Right to Change Prices and Availability of Products. Prices and availability of any Products are subject to change at any time. c. Electronic Signatures and Contracts. Your use of the Service includes the ability to enter into agreements and/or to make purchases electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND PURCHASES. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. d. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

12. Delivery of Products. On occasion, technical problems may delay or prevent delivery of your Product. Your exclusive and sole remedy with respect to Product that is not delivered within a reasonable period will be either replacement of such Product, or refund of the purchase price paid for such Product, as determined by Apple.

13. Intellectual Property. a. Acknowledgement of Ownership. You agree that the Service, including but not limited to graphics, audio clips, and editorial content, contains proprietary information and material that is owned by Apple and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with the terms of this Agreement. No portion of the Service may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service, in any manner, and you shall not exploit 38 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

the Service in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. b. Removal of Apple Content or Other Materials. Notwithstanding any other provision of this Agreement, Apple and its licensors reserve the right to change, suspend, remove, or disable access to any Products, content, or other materials comprising a part of the Service at any time without notice. In no event will Apple be liable for the removal of or disabling of access to any such Products, content or materials under this Agreement. Apple may also impose limits on the use of or access to certain features or portions of the Service, in any case and without notice or liability. c. Copyrights. All copyrights in and to the Service, including but not limited to, the iTunes Store (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources), and software, are owned by Apple and/or its licensors. THE USE OF THE SOFTWARE OR ANY PART OF THE SERVICE, EXCEPT FOR USE OF THE SERVICE AS PERMITTED IN THESE TERMS OF SERVICE, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT. d. Trademarks. Apple, the Apple logo, iTunes, and other Apple trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Apple Inc. in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks. e. Album Cover Art. As an account holder of the Service in good standing, Apple may provide you with limited access to download certain album cover art for music stored in the iTunes Library of your iTunes application, subject to availability. Such access is provided as an accommodation only, and Apple does not warrant or endorse and does not assume and will not have any liability or responsibility for such album cover art or your use thereof. You may only access album cover art (to the extent available) for music for which you are the lawful owner of a legal copy. Album cover art is provided for personal, noncommercial use only. You agree that you will not use album cover art in any manner that would infringe or violate these Terms of Service or the rights of any other party, and that Apple is not in any way responsible for any such use by you.

14. Termination. a. Termination by Apple. If you fail, or Apple suspects that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to make payment of fees due, failure to provide Apple with a valid credit card or with accurate and complete Registration Data, failure to safeguard your Account information, violation of the Usage Rules or any license to the software, or infringement or other violation of third parties' rights, Apple, at its sole discretion, without notice to you 39 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

may: (i) terminate this Agreement and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) terminate the license to the software; and/or (iii) preclude access to the Service (or any part thereof). b. Termination of the Service. Apple reserves the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time with or without notice to you, and Apple will not be liable to you or to any third party should it exercise such rights.

15. General Compliance with Laws. The Service is controlled and operated by Apple from its offices in the United States. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Service.

16. Enforcement of These Terms. Apple reserves the right to takes steps Apple believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Apple's right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third party claim that your use of the Service and/or Products is unlawful and/or infringes such third party's rights). You agree that Apple has the right, without liability to you, to disclose any Registration Data and/or Account information to law enforcement authorities, government officials, and/or a third party, as Apple believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Apple's right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third party claim that your use of the Service and/or Products is unlawful and/or infringes such third party's rights).

17. No Responsibility for Third-Party Materials or Web sites. Certain content, Products, and services available via the Service may include materials from third parties. In addition, Apple may provide links to certain third party Web sites. You acknowledge and agree that Apple is not responsible for examining or evaluating the content or accuracy of any such third-party material or Web sites. Apple does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or Web sites, or for any other materials, products, or services of third parties. Links to other Web sites are provided solely as a convenience to you. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that Apple is not in any way responsible for any such use by you.

18. Disclaimer of Warranties; Liability Limitations. a. APPLE DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME APPLE MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU. b. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT 40 Sony Pictures Television, Inc. –W- Apple Inc. Rev. 3-20-07

YOUR SOLE RISK. THE SERVICE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE ARE (EXCEPT AS EXPRESSLY STATED BY APPLE) PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU. c. IN NO CASE SHALL APPLE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, APPLE'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. d. APPLE SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND APPLE HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY. e. APPLE DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND APPLE DISCLAIMS ANY LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY PRODUCTS PURCHASED FROM THE ITUNES STORE THAT ARE STORED IN YOUR SYSTEM.

19. Waiver and Indemnity. BY USING THE SERVICE, YOU AGREE TO INDEMNIFY AND HOLD APPLE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICE, OR ANY ACTION TAKEN BY APPLE AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM APPLE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT

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OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF APPLE'S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.

20. Changes. Apple reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as "Additional Terms") will be effective immediately and incorporated into this Agreement. Your continued use of the iTunes Store following will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.

21. Notices. Apple may send you notice with respect to the Service by sending an email message to the email address listed in your Apple Account contact information, by sending a letter via postal mail to the contact address listed in your Apple Account contact information, or by a posting on the iTunes Store. Notices shall become effective immediately.

22. Governing Law. The laws of the State of California, excluding its conflicts of law rules, govern these Terms and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Apple or relating in any way to your use of the Service resides in the courts of the State of California.

23. Miscellaneous. These Terms of Service constitute the entire agreement between you and Apple and govern your use of the Service, superseding any prior agreements between you and Apple. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Apple's failure to enforce any right or provisions in these Terms of Service will not constitute a waiver of such provision, or any other provision of these Terms of Service. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and effect. Apple will not be responsible for failures to fulfill any obligations due to causes beyond its control.

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