Common use of Content Protection Clause in Contracts

Content Protection. AND USAGE RULES Licensee shall at all times comply with the Content Protection Requirements and Usage Rules with respect to all Programs. The Programs designated as SEL Programs in Exhibit A (the “SEL Programs”) shall be made available to Eligible Consumers who validate/authenticate their Approved Devices with Licensee’s service for no additional charge by the delivery from Licensee or its vendors of a decryption key to such Eligible Consumers after they have completed such validation/authentication. All other Programs (“SEN Programs”) shall only be viewable by Eligible Consumers who purchase a decryption key for an additional charge per Program per transaction through Sony Entertainment Network (“SEN”), which transaction shall be subject to the terms and conditions of another agreement between Licensor and SEN. The Content Protection Requirements and Usage Rules shall be non-precedential with respect to any future agreement between the parties that permits programs to be delivered via other means of delivery. LICENSE FEE Licensee shall pay to Licensor a wholesale fee of $25.50 for each SEL Program per Approved Device distributed to an Eligible Consumer and not returned (collectively for all SEL Programs on all Approved Devices, the “License Fees”). The License Fees shall be payable regardless of whether decryption keys are sent to or used by Eligible Consumers or whether Programs are viewed by Eligible Consumers. By way of example, if Licensee distributes 400 Approved Devices with all SEL Programs loaded thereon and no Approved Devices are returned, Licensee will owe Licensor a total of $102,000 (i.e., $25.50 multiplied by 10 SEL Programs, multiplied by 400 Units). No deductions of any kind are permitted before remitting payment to Licensor (including any tax, levy or charge, the payment of which shall be the responsibility of Licensee). For the avoidance of doubt, the price charged by Licensee for each Approved Device shall be established by Licensee in its sole and absolute discretion; provided that Licensee shall not charge any per transaction or per program fee for any Programs. AGREED TO AND ACCEPTED: Sony Electronics Inc. Sony Pictures Home Entertainment Inc. By Title By Title