Common use of Development and Delivery Clause in Contracts

Development and Delivery. 4.1 Red Mile shall, at its sole cost and expense, perform or ensure the performance of all services necessary to develop a working, saleable, top quality Product to (a) meet the milestone dates attached hereto as Schedule B, (b) develop the Product so as to ensure ease of translation into the languages below (including, but not limited to, “double byte” compatibility) and (c) secure final approval by SCE in each portion of the Territory (collectively, “Final Approval”). Red Mile’s services hereunder shall not be considered complete until the Product is localized into English, French, German, Spanish and Japanese, and Final Approval is granted in writing. Text translations shall be at SOE’s expense; integration of such translations shall be at Red Mile’s expense. As between the parties, Red Mile shall bear all cost and expense of programming, artwork, sound, music and other developmental services for the Product up through Final Approval (and any post-approval bug fixes which may reasonably be required by SOE or SCE); provided, however, that if SOE requires Red Mile to incorporate sound and/or music into the Product that is in addition to or different than the sound or music that had been incorporated into the Product as it exists as of the Effective Date, SOE shall provide such additional and/or different sound/music to the Product Developer at SOE’s expense (and the sound/music shall be incorporated into the Product at no additional charge). 4.2 SOE shall, at its sole cost and expense, test the Product (or ensure that the Product is tested) for bugs and full compliance with TRC’s and all other requirements and standards promulgated by SCE. Red Mile and the Product Developer shall, at their expense, make whatever changes and fixes are necessary to correct such bugs and comply with such TRC’s and requirements and standards, and provide the appropriate number of gold masters for replication. SOE – Red Mile Co-publishing Agreement Execution Version dated March 30, 2005 4.3 Promptly following the Effective Date, SOE and Red Mile (in consultation with the Product Developer) shall agree on a list of Product content enhancements and changes (which may be updated throughout the remainder of the development cycle) – the implementation of which shall require no more than, in the aggregate, six weeks of industry standard development time. Each Milestone delivery to SOE shall include all executable files necessary for SOE to rebuild and test the deliverable. Following receipt of each delivery, SOE shall have a period of seven (7) days to test and evaluate the deliverable and notify Red Mile in writing of (i) any content tweaks which SOE shall reasonably require, (ii) any material failures to meet SOE’s reasonable acceptance criteria for such deliverable, and (iii) any bugs or defects of which SOE has become aware. Following receipt of each such written report, Red Mile shall have a period of seven (7) days (or, with respect to changes, such longer period of time which is reasonable and customary in the industry) to make the necessary revisions and provide the corrected deliverable to SOE. 4.4 Red Mile shall promptly provide SOE, in each instance upon SOE’s written request and at no cost to SOE, with any other files and materials (e.g. screenshots, art files, game play description and ongoing cooperation for manual creation and the like) that SOE may reasonably required for SOE’s creation of any Collateral Materials. 4.5 Red Mile shall promptly provide SOE, in each instance upon SOE’s written request, with (a) Red Mile’s logo artwork, (b) the logo artwork for the Product Developer, (c) text of the appropriate copyright notice for the Product, and (d) a list of credits for Red Mile personnel, the Product Developer’s personnel, and any other entities required under existing contract to receive credit in the Product and/or Product manual. 4.6 For a one (1) year period following commercial launch of the Product in North America, Red Mile shall, at no additional charge, cause the Product Developer to (a) provide SOE with reasonable assistance with any consumer inquiries that SOE may receive regarding the Product and (b) make reasonable efforts to correct any bugs or errors in the Product of which SOE notifies Red Mile in writing. 4.7 SOE shall have the right, at any time and on an ongoing and regular basis prior to Final Acceptance, to interface and work directly with the Product Developer regarding the Product – provided, however, that a representative of Red Mile is included in the discussions of and agreement upon the content enhancements and changes referenced in section 4.3 above (and any further content enhancements and/or changes to which the parties may agree).