Common use of Films Clause in Contracts

Films. During the Avail Term, Licensee shall licence as VOD Included Films hereunder the following with respect to each VOD Service (“VOD Minimum Commitment”): For the Push VOD Service: all MegaHits, Current As and Current Bs with a VOD Availability Date during the Avail Term for exhibition in either High Definition or Standard Definition (whichever Licensee elects in its sole discretion), and at least 3 Current Cs with a VOD Availability Date during the Avail Term selected by Licensee for exhibition in High Definition and Standard Definition. Licensee represents and warrants to Licensor that as of the date of this Agreement it has not entered into any agreement with any other Qualifying Studio in which Licensee is obligated to license from such Qualifying Studio for exhibition on the Push VOD Service more than 3 programs that are current theatrical releases which have an Australian Gross Box Office and/or Domestic Box Office that would qualify as a “Current C” hereunder. For the PC VOD Service: at least all of the Current Films licensed pursuant to Section 3.1.1 and 3.1.2(a) above, provided, however, that Licensee shall have neither the right nor the obligation to licence any Current Films for High Definition exhibition on the PC VOD Service. If Licensee permanently ceases to offer the PC VOD Service to Subscribers, it shall have the right to terminate this Agreement to the extent it relates to the PC VOD Service with at least 30 days prior notice to Licensor. For the Internet TV VOD Service: at least all of the Current Films licensed pursuant to Section 3.1.1 and 3.1.2(a) above, and at least 100 Library Films provided that Licensor makes at least 200 Library Films available for Licensee’s selection; but if Licensor makes less than 200 Library Films available for Licensee’s selection, then Licensee shall license no less than half of such available Library Films. Notwithstanding the foregoing, nothing in subsections (b) or (c) of this Section 3.1.2 requires Licensee to license any titles which have a rating of R18+ for exhibition on the Internet TV VOD Service or PC VOD Service. For clarity, Licensee shall have the option, in its sole discretion, to license as VOD Included Films hereunder additional Current Films, Library Films, DTVs and MFTs made available by Licensor beyond the VOD Minimum Commitment. In addition, notwithstanding the foregoing, nothing in subsections (a), (b) or (c) of this Section 3.1.2 requires Licensee to license any title with an original language that is not English (i.e., which is subtitled or dubbed in English) unless such title had a theatrical release in the Territory. Licensee represents and warrants to Licensor that as of the date of this Agreement it has not entered into any agreement for PPV or VOD services with any other Qualifying Studio in which Licensee is obligated to license any film with an original language that is not English and which has not had a theatrical release in the Territory. Licensor may from time to time and upon written notice to Licensee (which notice may be given in the periodic availability lists delivered to Licensee pursuant to the Agreement) authorize Licensee to distribute solely on the Push VOD Service certain Current Films designated by Licensor in its sole discretion in High Definition Stereoscopic 3D as Included Films hereunder (“3D Current Films”). Licensee shall have the option (but not the obligation) to license any such 3D Included Film for distribution on the Push VOD Service, subject to agreement between the parties on the applicable licence fees payable by Licensee. To avoid doubt, any 3D Current Film licensed as Included Films hereunder will count towards the VOD Minimum Commitment applicable to the Push VOD Service but solely to the extent that Licensee is also licensing the 2D version of such 3D Current Film for exhibition on the Push VOD Service.