Common use of Development of the Service Clause in Contracts

Development of the Service. All operational costs associated with LLC’s procurement, preparation and delivery of the Service (including Inventory and other promotional materials as provided herein) to the Theatres shall be borne exclusively by LLC. Except as provided herein, all in-Theatre operational costs associated with [Circuit A]’s receipt and exhibition of the Service within the Theatres shall be borne exclusively by [Circuit A]; provided that, upon prior written notice to and consultation with LLC, LLC shall reimburse [Circuit A] for its reasonable incremental out-of-pocket third party costs incurred in connection with receipt and exhibition of the Service within the Theatres. Any excess on-screen Inventory which may be made available to [Circuit A] in LLC’s discretion pursuant to Section 5.04 or otherwise, and any other on-screen Inventory provided by [Circuit A] pursuant to Section 4.05, will be subject to both Parties’ review and approval, which will not be unreasonably withheld. LLC will provide at its own expense all creative and post-production services necessary to ingest, encode and otherwise prepare for distribution all other on-screen Inventory as part of the Digital Content Service. All on-screen Inventory provided by [Circuit A] for inclusion in the Digital Content Service must (i) be submitted to LLC for review for compliance with (ii) and (iii) below as LLC may reasonably request, but in any event at least twenty (20) business days before scheduled exhibition (unless otherwise previously approved by LLC), (ii) satisfy the content restrictions enumerated in Section 4.03(i) through (vii) hereof, and (iii) be fully produced in accordance with LLC’s technical specifications as promulgated by LLC from time to time (all as provided in written or electronic form to [Circuit A] in a reasonable time period prior to implementation, including any amendments thereto; and which are equally applied to all exhibitors), ready for exhibition, as well as in accordance with applicable LLC commercial standards and operating policies, and all applicable federal, state and local laws and regulations. LLC must reject or approve all Inventory provided by [Circuit A] within five (5) business days. Any such Inventory provided by [Circuit A] and not rejected within such time frame shall be deemed approved and incorporated into the Service. Any Inventory provided by [Circuit A] for review and approval by LLC need not, once approved by LLC, be resubmitted by [Circuit A] for approval in connection with any future use.

Development of the Service. All operational costs associated with LLC’s procurement, preparation and delivery of the Service (including Inventory and other promotional materials as provided herein) to the Theatres shall be borne exclusively by LLC. Except as provided herein, all in-Theatre operational costs associated with [Circuit A]Regal’s receipt and exhibition of the Service within the Theatres shall be borne exclusively by [Circuit A]Regal; provided that, upon prior written notice to and consultation with LLC, LLC shall reimburse [Circuit A] Regal for its reasonable incremental out-of-pocket third party costs incurred in connection with receipt and exhibition of the Service within the Theatres. Any excess on-screen Inventory which may be made available to [Circuit A] Regal in LLC’s discretion pursuant to Section 5.04 or otherwise, and any other on-screen Inventory provided by [Circuit A] Regal pursuant to Section 4.05, will be subject to both Parties’ review and approval, which will not be unreasonably withheld. LLC will provide at its own expense all creative and post-production services necessary to ingest, encode and otherwise prepare for distribution all other on-screen Inventory as part of the Digital Content Service. All on-screen Inventory provided by [Circuit A] Regal for inclusion in the Digital Content Service must (i) be submitted to LLC for review for compliance with (ii) and (iii) below as LLC may reasonably request, but in any event at least twenty (20) business days before scheduled exhibition (unless otherwise previously approved by LLC), (ii) satisfy the content restrictions enumerated in Section 4.03(i) through (vii) hereof, and (iii) be fully produced in accordance with LLC’s technical specifications as promulgated by LLC from time to time (all as provided in written or electronic form to [Circuit A] Regal in a reasonable time period prior to implementation, including any amendments thereto; and which are equally applied to all exhibitors), ready for exhibition, as well as in accordance with applicable LLC commercial standards and operating policies, and all applicable federal, state and local laws and regulations. LLC must reject or approve all Inventory provided by [Circuit A] Regal within five (5) business days. Any such Inventory provided by [Circuit A] Regal and not rejected within such time frame shall be deemed approved and incorporated into the Service. Any Inventory provided by [Circuit A] Regal for review and approval by LLC need not, once approved by LLC, be resubmitted by [Circuit A] Regal for approval in connection with any future use.

Development of the Service. All operational costs associated with LLC’s procurement, preparation and delivery of the Service (including Inventory and other promotional materials as provided herein) to the Theatres shall be borne exclusively by LLC. Except as provided herein, all in-Theatre operational costs associated with [Circuit A]Cinemark’s receipt and exhibition of the Service within the Theatres shall be borne exclusively by [Circuit A]Cinemark; provided that, upon prior written notice to and consultation with LLC, LLC shall reimburse [Circuit A] Cinemark for its reasonable incremental out-of-pocket third party costs incurred in connection with receipt and exhibition of the Service within the Theatres. Any excess on-screen Inventory which may be Table of Contents made available to [Circuit A] Cinemark in LLC’s discretion pursuant to Section 5.04 or otherwise, and any other on-screen Inventory provided by [Circuit A] Cinemark pursuant to Section 4.05, will be subject to both Parties’ review and approval, which will not be unreasonably withheld. LLC will provide at its own expense all creative and post-production services necessary to ingest, encode and otherwise prepare for distribution all other on-screen Inventory as part of the Digital Content Service. All on-screen Inventory provided by [Circuit A] Cinemark for inclusion in the Digital Content Service must (i) be submitted to LLC for review for compliance with (ii) and (iii) below as LLC may reasonably request, but in any event at least twenty (20) business days before scheduled exhibition (unless otherwise previously approved by LLC), (ii) satisfy the content restrictions enumerated in Section 4.03(i) through (vii) hereof, and (iii) be fully produced in accordance with LLC’s technical specifications as promulgated by LLC from time to time (all as provided in written or electronic form to [Circuit A] Cinemark in a reasonable time period prior to implementation, including any amendments thereto; and which are equally applied to all exhibitors), ready for exhibition, as well as in accordance with applicable LLC commercial standards and operating policies, and all applicable federal, state and local laws and regulations. LLC must reject or approve all Inventory provided by [Circuit A] Cinemark within five (5) business days. Any such Inventory provided by [Circuit A] Cinemark and not rejected within such time frame shall be deemed approved and incorporated into the Service. Any Inventory provided by [Circuit A] Cinemark for review and approval by LLC need not, once approved by LLC, be resubmitted by [Circuit A] Cinemark for approval in connection with any future use.

Development of the Service. All operational costs associated with LLC’s procurement, preparation and delivery of the Service (including Inventory and other promotional materials as provided herein) to the Theatres shall be borne exclusively by LLC. Except as provided herein, all in-Theatre operational costs associated with [Circuit A]Cinemark’s receipt and exhibition of the Service within the Theatres shall be borne exclusively by [Circuit A]Cinemark; provided that, upon prior written notice to and consultation with LLC, LLC shall reimburse [Circuit A] Cinemark for its reasonable incremental out-of-pocket third party costs incurred in connection with receipt and exhibition of the Service within the Theatres. Any excess on-screen Inventory which may be made available to [Circuit A] Cinemark in LLC’s discretion pursuant to Section 5.04 or otherwise, and any other on-screen Inventory provided by [Circuit A] Cinemark pursuant to Section 4.05, will be subject to both Parties’ review and approval, which will not be unreasonably withheld. LLC will provide at its own expense all creative and post-production services necessary to ingest, encode and otherwise prepare for distribution all other on-screen Inventory as part of the Digital Content Service. All on-screen Inventory provided by [Circuit A] Cinemark for inclusion in the Digital Content Service must (i) be submitted to LLC for review for compliance with (ii) and (iii) below as LLC may reasonably request, but in any event at least twenty (20) business days before scheduled exhibition (unless otherwise previously approved by LLC), (ii) satisfy the content restrictions enumerated in Section 4.03(i) through (vii) hereof, and (iii) be fully produced in accordance with LLC’s technical specifications as promulgated by LLC from time to time (all as provided in written or electronic form to [Circuit A] Cinemark in a reasonable time period prior to implementation, including any amendments thereto; and which are equally applied to all exhibitors), ready for exhibition, as well as in accordance with applicable LLC commercial standards and operating policies, and all applicable federal, state and local laws and regulations. LLC must reject or approve all Inventory provided by [Circuit A] Cinemark within five (5) business days. Any such Inventory provided by [Circuit A] Cinemark and not rejected within such time frame shall be deemed approved and incorporated into the Service. Any Inventory provided by [Circuit A] Cinemark for review and approval by LLC need not, once approved by LLC, be resubmitted by [Circuit A] Cinemark for approval in connection with any future use.

Development of the Service. All operational costs associated with LLC’s procurement, preparation and delivery of the Service (including Inventory and other promotional materials as provided herein) to the Theatres shall be borne exclusively by LLC. Except as provided herein, all in-Theatre operational costs associated with [Circuit A]AMC’s receipt and exhibition of the Service within the Theatres shall be borne exclusively by [Circuit A]AMC; provided that, upon prior written notice to and consultation with LLC, LLC shall reimburse [Circuit A] AMC for its reasonable incremental out-of-pocket third party costs incurred in connection with receipt and exhibition of the Service within the Theatres. Any excess on-screen Inventory which may be made available to [Circuit A] AMC in LLC’s discretion pursuant to Section 5.04 or otherwise, and any other on-screen Inventory provided by [Circuit A] AMC pursuant to Section 4.05, will be subject to both Parties’ review and approval, which will not be unreasonably withheld. LLC will provide at its own expense all creative and post-production services necessary to ingest, encode and otherwise prepare for distribution all other on-screen Inventory as part of the Digital Content Service. All on-screen Inventory provided by [Circuit A] AMC for inclusion in the Digital Content Service must (i) be submitted to LLC for review for compliance with (ii) and (iii) below as LLC may reasonably request, but in any event at least twenty (20) business days before scheduled exhibition (unless otherwise previously approved by LLC), (ii) satisfy the content restrictions enumerated in Section 4.03(i) through (vii) hereof, and (iii) be fully produced in accordance with LLC’s technical specifications as promulgated by LLC from time to time (all as provided in written or electronic form to [Circuit A] AMC in a reasonable time period prior to implementation, including any amendments thereto; and which are equally applied to all exhibitors), ready for exhibition, as well as in accordance with applicable LLC commercial standards and operating policies, and all applicable federal, state and local laws and regulations. LLC must reject or approve all Inventory provided by [Circuit A] AMC within five (5) business days. Any such Inventory provided by [Circuit A] AMC and not rejected within such time frame shall be deemed approved and incorporated into the Service. Any Inventory provided by [Circuit A] AMC for review and approval by LLC need not, once approved by LLC, be resubmitted by [Circuit A] AMC for approval in connection with any future use.