Common use of Production Services Clause in Contracts

Production Services. Section 3.4(b) of the Magazine Agreement is hereby deleted and replaced with the following: Effective as of the date of this Amendment and continuing until the third anniversary date hereof, Hearst hereby agrees to purchase from iVillage and iVillage agrees to provide to Hearst, Production Services in the minimum guaranteed amount of five million dollars ($5,000,000) in each consecutive twelve month period (the "Production Commitment"), which services include the creation of Original Site Content and Third Party Work in a manner which is consistent with the quality, performance and cost standards set forth in Exhibit B as provided by ▇▇▇▇▇.▇▇▇ prior to the effective date of this Amendment and as enhanced by the amendments to Exhibit B set forth herein, in order that the Magazine Sites provided for in Exhibit B shall continue to operate in a substantially similar manner as existed prior to the effective date of this Amendment and as enhanced by the amendments to Exhibit B set forth herein. To the extent that in any consecutive twelve month period Hearst requests that modifications be made to the Magazine Sites outlined in Exhibit B and as enhanced by the amendments to Exhibit B set forth herein, which would materially modify or change the Magazine Sites from the manner in which each looks and functions during the period prior to the effective date of this Amendment and as enhanced by the amendments to Exhibit B set forth herein, and such material modifications or changes result in the amount of Production Services performed by iVillage exceeding in any consecutive twelve (12) month period throughout the Term, the sum of five million dollars ($5,000,000) those costs shall be billed to Hearst in addition to the Production Commitment of five million dollars. These Production Services may be performed for the Magazine Sites that are the subject of this Agreement, or for other sites associated with other units, divisions or affiliates of Hearst (the "Hearst Sites"). The precise Production Services to be performed with respect to each Magazine Site and Hearst Site shall be determined by mutual agreement of the parties as soon as reasonably practicable following the mutual execution of this Amendment and shall be consistent with the quality, performance and cost standards provided by ▇▇▇▇▇.▇▇▇ prior to the effective date of this Amendment and as enhanced by the amendments to Exhibit B set forth herein. Until Hearst specifies otherwise, the Production Services shall be performed for the Magazine Sites specified at Exhibit B. A written work order, signed by both parties, shall be issued with respect to all Production Services to be rendered. The quality, performance and cost standards set forth herein with respect to the Magazine Sites shall also apply to any Hearst Sites for which iVillage performs Production Services. Any Original Site Content will be a work made for hire for Hearst as a contribution to a collective work in accordance with 17 USC Sec 101 et. seq. To the extent any Original Site Content may not constitute a work made for hire, iVillage hereby grants and assigns exclusively to Hearst all right, title and interest in and to such Content for the term of copyright. iVillage will use diligent efforts to secure ownership rights to Third Party Work for Hearst. In the event iVillage is not able to secure ownership of Content from any third party for Hearst, it will consult with Hearst and based on Hearst's direction, will either refrain from securing any Content from that third party or will use commercially reasonable efforts to license such rights to that Content in Hearst's favor as Hearst may approve. In the event that Hearst Content or Magazine Content is edited or abridged by iVillage for posting to a Magazine Site, such edited or abridged version shall nonetheless be considered Hearst Content or Magazine Content, as applicable. In that event Hearst fails to expend the Production Commitment in either of the two consecutive twelve month periods following the first anniversary date of this Amendment, it will provide iVillage with notice of same 90 days prior to the end of each twelve (12) month period, so that the parties can create mutually approved optimization plans for the implementation of the Advertising Commitment, and : (i) the amount of the Advertising Commitment set forth herein at Section 7 applicable to that twelve month period shall be increased by the amount of forty cents ($.40) for each dollar less than the Production Commitment that Hearst has failed to expend; and (ii) the amount of Guaranteed Advertising Royalty as set forth in this Amendment applicable to that twelve month period shall be reduced pro rata (i.e., if Hearst expends 5% less than the Production Commitment in any twelve month period the Guaranteed Advertising Royalty shall be reduced by 5% for that twelve month period). For avoidance of doubt, this opportunity to convert any unexpended portion of the Production Commitment to an increase in the Advertising Commitment shall not be available to Hearst for the twelve-month period following the effective date of this Amendment.

Production Services. Section 3.4(b(b) of the Magazine Agreement is hereby deleted and replaced with the following: Effective as of the date of this Amendment and continuing until the third anniversary date hereof, Hearst hereby agrees to purchase from iVillage and iVillage agrees to provide to Hearst, Production Services in the minimum guaranteed amount of five million dollars ($5,000,000) in each consecutive twelve month period (the "Production Commitment"), which services include the creation of Original Site Content and Third Party Work in a manner which is consistent with the quality, performance and cost standards set forth in Exhibit B as provided by ▇▇▇▇Wome▇.▇▇▇ prior ▇▇▇or to the effective date of this Amendment and as enhanced by the amendments to Exhibit B set forth herein, in order that the Magazine Sites provided for in Exhibit B shall continue to operate in a substantially similar manner as existed prior to the effective date of this Amendment and as enhanced by the amendments to Exhibit B set forth herein. To the extent that in any consecutive twelve month period Hearst requests that modifications be made to the Magazine Sites outlined in Exhibit B and as enhanced by the amendments to Exhibit B set forth herein, which would materially modify or change the Magazine Sites from the manner in which each looks and functions during the period prior to the effective date of this Amendment and as enhanced by the amendments to Exhibit B set forth herein, and such material modifications or changes result in the amount of Production Services performed by iVillage exceeding in any consecutive twelve (12) month period throughout the Term, the sum of five million dollars ($5,000,000) those costs shall be billed to Hearst in addition to the Production Commitment of five million dollars. These Production Services may be performed for the Magazine Sites that are the subject of this Agreement, or for other sites associated with other units, divisions or affiliates of Hearst (the "Hearst Sites"). The precise Production Services to be performed with respect to each Magazine Site and Hearst Site shall be determined by mutual agreement of the parties as soon as reasonably practicable following the mutual execution of this Amendment and shall be consistent with the quality, performance and cost standards provided by ▇▇▇▇▇.▇▇▇ prior to the effective date of this Amendment and as enhanced by the amendments to Exhibit B set forth herein. Until Hearst specifies otherwise, the Production Services shall be performed for the Magazine Sites specified at Exhibit B. A written work order, signed by both parties, shall be issued with respect to all Production Services to be rendered. The quality, performance and cost standards set forth herein with respect to the Magazine Sites shall also apply to any Hearst Sites for which iVillage performs Production Services. Any Original Site Content will be a work made for hire for Hearst as a contribution to a collective work in accordance with 17 USC Sec 101 et. seq. To the extent any Original Site Content may not constitute a work made for hire, iVillage hereby grants and assigns exclusively to Hearst all right, title and interest in and to such Content for the term of copyright. iVillage will use diligent efforts to secure ownership rights to Third Party Work for Hearst. In the event iVillage is not able to secure ownership of Content from any third party for Hearst, it will consult with Hearst and based on Hearst's direction, will either refrain from securing any Content from that third party or will use commercially reasonable efforts to license such rights to that Content in Hearst's favor as Hearst may approve. In the event that Hearst Content or Magazine Content is edited or abridged by iVillage for posting to a Magazine Site, such edited or abridged version shall nonetheless be considered Hearst Content or Magazine Content, as applicable. In that event Hearst fails to expend the Production Commitment in either of the two consecutive twelve month periods following the first anniversary date of this Amendment, it will provide iVillage with notice of same 90 days prior to the end of each twelve (12) month period, so that the parties can create mutually approved optimization plans for the implementation of the Advertising Commitment, and : (i) the amount of the Advertising Commitment set forth herein at Section 7 applicable to that twelve month period shall be increased by the amount of forty cents ($.40) for each dollar less than the Production Commitment that Hearst has failed to expend; and (ii) the amount of Guaranteed Advertising Royalty as set forth in this Amendment applicable to that twelve month period shall be reduced pro rata (i.e., if Hearst expends 5% less than the Production Commitment in any twelve month period the Guaranteed Advertising Royalty shall be reduced by 5% for that twelve month period). For avoidance of doubt, this opportunity to convert any unexpended portion of the Production Commitment to an increase in the Advertising Commitment shall not be available to Hearst for the twelve-month period following the effective date of this Amendment.the

Production Services. Section 3.4(b) If Customer has engaged SNEAKY BIG to perform any production and/or post-production services in connection with its rental and use of the Magazine Agreement is hereby deleted and replaced with Goods, SNEAKY BIG will, at no additional cost to Customer, store the following: Effective as footage shot during the use of the Goods for aperiod of seven (7) business days from the date of this Amendment production; provided, however, if the footage is not obtained by Customer within said seven (7) business day period and continuing Customer has not requested thatSNEAKY BIG store the footage or Customer has not otherwise engaged SNEAKY BIG to perform post-production services with respect to such footage, SNEAKY BIG will delete the footage after the expiration of said seven (7) business day period. If, on the other hand, the footage is not obtained by Customer within said seven (7) business day period, but Customer has requested that SNEAKY BIG store the footage, SNEAKY BIG will charge Customer a minimum storage fee of $10 per gigabyte of footage per day (“storage fee”) until the third anniversary date hereof, Hearst hereby agrees footage is obtained by Customer. The current storage fee will be communicated to purchase from iVillage and iVillage agrees Customer upon request. The aggregate storage fee will be added to provide to Hearst, Production Services the final invoice payable by Customer in the minimum guaranteed amount of five million dollars ($5,000,000) in each consecutive twelve month period (the "Production Commitment"), which services include the creation of Original Site Content and Third Party Work in a manner which is consistent accordance with the quality, performance and cost standards terms set forth in Exhibit B as provided by ▇▇▇▇▇.▇▇▇ prior the Payment/Deposit paragraph above. Notwithstanding the foregoing, if Customer hasengaged SNEAKY BIG to the effective date of this Amendment and as enhanced by the amendments to Exhibit B set forth herein, in order that the Magazine Sites provided for in Exhibit B shall continue to operate in a substantially similar manner as existed prior to the effective date of this Amendment and as enhanced by the amendments to Exhibit B set forth herein. To the extent that in any consecutive twelve month period Hearst requests that modifications be made to the Magazine Sites outlined in Exhibit B and as enhanced by the amendments to Exhibit B set forth herein, which would materially modify or change the Magazine Sites from the manner in which each looks and functions during the period prior to the effective date of this Amendment and as enhanced by the amendments to Exhibit B set forth herein, and such material modifications or changes result in the amount of Production Services performed by iVillage exceeding in any consecutive twelve (12) month period throughout the Term, the sum of five million dollars ($5,000,000) those costs shall be billed to Hearst in addition to the Production Commitment of five million dollars. These Production Services may be performed for the Magazine Sites that are the subject of this Agreement, or for other sites associated with other units, divisions or affiliates of Hearst (the "Hearst Sites"). The precise Production Services to be performed with respect to each Magazine Site and Hearst Site shall be determined by mutual agreement of the parties as soon as reasonably practicable following the mutual execution of this Amendment and shall be consistent with the quality, performance and cost standards provided by ▇▇▇▇▇.▇▇▇ prior to the effective date of this Amendment and as enhanced by the amendments to Exhibit B set forth herein. Until Hearst specifies otherwise, the Production Services shall be performed for the Magazine Sites specified at Exhibit B. A written work order, signed by both parties, shall be issued with respect to all Production Services to be rendered. The quality, performance and cost standards set forth herein provide post-production services with respect to the Magazine Sites footage, the seven (7) business day free storage period shall also apply commence on the date that the post-production services arecompleted and the footage is delivered to any Hearst Sites for which iVillage performs Production ServicesCustomer. Any Original Site Content will be a work made for hire for Hearst as a contribution Customer acknowledges and agrees that SNEAKY BIG shall have no liability with respect to a collective work in accordance with 17 USC Sec 101 et. seq. To damage, destruction or loss of footage remaining at SNEAKY BIG’s studio following the extent any Original Site Content may not constitute a work made for hire, iVillage hereby grants and assigns exclusively to Hearst all right, title and interest in and to such Content for the term of copyright. iVillage will use diligent efforts to secure ownership rights to Third Party Work for Hearst. In the event iVillage is not able to secure ownership of Content from any third party for Hearst, it will consult with Hearst and based on Hearst's direction, will either refrain from securing any Content from that third party or will use commercially reasonable efforts to license such rights to that Content in Hearst's favor as Hearst may approve. In the event that Hearst Content or Magazine Content is edited or abridged by iVillage for posting to a Magazine Site, such edited or abridged version shall nonetheless be considered Hearst Content or Magazine Content, as applicable. In that event Hearst fails to expend the Production Commitment in either expiration of the two consecutive twelve month periods following applicable seven (7) day free storage period absent a written agreement to the first anniversary date contrary between the parties or as Use - SNEAKY BIG must approve, in its sole discretion and in writing, the use of this Amendmentexotic animals, it will provide iVillage with notice of same 90 days automobiles, hazardous materials, stunts, explosives and/or pyrotechnics prior to the end commencement of each twelve the rental term or none of the foregoing may be used in the studio. Customer is responsible formaintaining and following all applicable laws and regulations in connection with its use of the Goods as well as obtaining all applicable permits and/or licenses as required by law. Inspection and Condition of Goods – Customer is required to inspect all Goods (12including the stage, if applicable) month periodupon the earlier of delivery or arrival, so that as the parties can create mutually approved optimization plans case may be, and if there are any concerns or defects in the Goods, it is the responsibility of Customer to bring this to the attention of SNEAKY BIG atsuch time or Customer will be deemed to have accepted the Goods “as is”, and without warranty or guarantee of any kind, expressed or implied, including, without limitation, the warranties of merchantability and fitness for a particular purpose. SNEAKY BIG assumes no responsibility, implied in fact or law, for the implementation performance or non- performance of the Advertising Commitment, and : (i) Goods. Customer may not alter the amount Goods in any manner without the prior written consent of SNEAKY BIG. Upon the earlier of the Advertising Commitment request of SNEAKY BIG or the termination of the rental period set forth herein at Section 7 applicable on the final bid proposal, Customer shall return the Goods to that twelve month SNEAKY BIG in as good condition and repair as when received by Customer, ordinary wear and tear excepted. No Transfer of Ownership – These Terms in no way constitute or imply transfer of ownership or title of a n d t o the Goods to Customer. Customer shall protect SNEAKY BIG’s title to the Goods during therental period and shall keep the Goods free and clear from all claims, liens and other encumbrances of any kind, nature or description. Screen Credit – SNEAKY BIG shall be increased given screen credit for all television or film projects shot on our stages as follows “Arizona production facilities provided by SNEAKY BIG Studios, Scottsdale, Arizona”. Publicity License – SNEAKY BIG may desire to use and publicize certain behind the amount scenes photographs, videos and audio recordings taken by or on behalf of forty cents SNEAKY BIG of work performed by Customer while using the Goods, which may include portions of Customer work product ($.40) collectively, the “Materials”), for each dollar less than print and social media advertising and website self-promotion of SNEAKY BIG and the Production Commitment that Hearst has failed to expend; Goods themselves, which shall include, without limitation, use of the Materials on the SNEAKY BIG website, SNEAKY BIG sizzle reels, other SNEAKY BIG social media sites, SNEAKY BIG marketing materials, internal SNEAKY BIG wall posters and at award ceremonies (ii) collectively, the amount of Guaranteed Advertising Royalty as set forth in this Amendment applicable to that twelve month period shall be reduced pro rata (i.e., if Hearst expends 5% less than the Production Commitment in any twelve month period the Guaranteed Advertising Royalty shall be reduced by 5% for that twelve month period“Permitted Uses”). For avoidance In exchange for the intangible value that Customer will gain by allowing SNEAKY BIG to usethe Materials for the Permitted Uses and other good and valuable consideration, the receipt and sufficiency of doubtwhich Customer hereby acknowledges, this opportunity Customer grants SNEAKY BIG a nonexclusive, royalty-free, right and limited license to convert any unexpended portion use of the Production Commitment to an increase in the Advertising Commitment shall not be available to Hearst Materials solely for the twelve-month period following Permitted Uses throughout the effective date of this Amendmentuniverse (the “Limited License”).

Production Services. Section 3.4(b) of 2.1 POV shall provide and supply to PEAK all the Magazine Agreement is hereby deleted and replaced with the following: Effective as of the date of this Amendment and continuing until the third anniversary date hereof, Hearst hereby agrees to purchase from iVillage and iVillage agrees to provide to Hearst, Production Services in the minimum guaranteed amount of five million dollars ($5,000,000) in each consecutive twelve month period (the "Production Commitment"), which services include the creation of Original Site Content and Third Party Work in a manner which is consistent with the quality, performance and cost standards set forth in Exhibit B as provided by ▇▇▇▇▇.▇▇▇ prior to the effective date of this Amendment and as enhanced by the amendments to Exhibit B set forth herein, in order that the Magazine Sites provided for in Exhibit B shall continue to operate in a substantially similar manner as existed prior to the effective date of this Amendment and as enhanced by the amendments to Exhibit B set forth herein. To the extent that in any consecutive twelve month period Hearst requests that modifications be made to the Magazine Sites outlined in Exhibit B and as enhanced by the amendments to Exhibit B set forth herein, which would materially modify or change the Magazine Sites from the manner in which each looks and functions during the period prior to the effective date of this Amendment and as enhanced by the amendments to Exhibit B set forth herein, and such material modifications or changes result in the amount of Production Services performed by iVillage exceeding in any consecutive twelve (12) month period throughout the Term, the sum of five million dollars ($5,000,000) those costs shall be billed to Hearst in addition to the Production Commitment of five million dollars. These Production Services may be performed for the Magazine Sites that are the subject of this Agreement, or for other sites associated with other units, divisions or affiliates of Hearst (the "Hearst Sites"). The precise CG Animation Production Services to enable the Programmes (as defined in Exhibit A) to be performed produced in accordance with respect to each Magazine Site this Agreement and Hearst Site shall be determined by mutual agreement the Specifications. All dates and time periods for the provision of the parties as soon as reasonably practicable following the mutual execution of this Amendment and shall be consistent with the quality, performance and cost standards provided by ▇▇▇▇▇.▇▇▇ prior to the effective date of this Amendment and as enhanced by the amendments to Exhibit B set forth herein. Until Hearst specifies otherwise, the Production Services shall be performed for in accordance with the Magazine Sites specified at Exhibit B. A written work order, signed by both parties, shall be issued with respect Production Schedule. 2.2 PEAK undertakes to all Production Services supply to be rendered. The quality, performance and cost standards set forth herein with respect POV the PEAK Materials according to the Magazine Sites shall also apply dates stated on the production schedule to any Hearst Sites for which iVillage performs enable POV to undertake the CG Animation Production Services. Any Original Site Content Should there be any delay in PEAK's delivery of the complete Pre-Production Materials (defined as PEAK's Materials) of each and every episode to POV, then POV shall have the equivalent additional time to deliver the corresponding and the subsequent episodes, due to this delay. 2.3 POV shall be entitled to give comments to PEAK in respect of the PEAK Materials and PEAK agrees to give consideration to such comments in good faith within (48) hours. 2.4 If PEAK requires POV to supply services or facilities in addition to or different from those mentioned in the CG Animation Production Services for the 3-minute trailer and for the 26-episode series or require an alteration or extension to the Production Schedule or alterations to previously approved items ("Additional Production Services" and "Creative Retakes") it is agreed that POV will be notify PEAK that such services constitute Additional Production Services and Creative Retakes. POV shall submit to PEAK within (7) calendar days a work made for hire for Hearst as a contribution quotation of the cost and the additional time required to a collective work deliver said Additional Production Services and Creative Retakes. Provided PEAK shall have given its prior written consent to POV, within (7) calendar days, POV will do so in accordance with 17 USC Sec 101 etthe agreed quotation. seq. To If such consent is not received by POV as per agreed stipulated timeline, it is deemed that consent is not provided by PEAK. 2.5 It is understood that the extent cost of any Original Site Content may not constitute a work made for hire, iVillage hereby grants such Additional Production Services and assigns exclusively to Hearst all right, title Creative Retakes (strictly as agreed in advance in writing by PEAK in accordance with clause 2.4) will be an additional cost ("Additional Cost") over and interest in and to such Content above the POV Budget for the term CG Animation Production Services. The Additional Cost(s) will be invoiced by POV and paid by PEAK at such installments (50% downpayment upon confirmation of copyright. iVillage will use diligent efforts to secure ownership rights to Third Party Work for Hearst. In the event iVillage is not able to secure ownership cost and 50% balance upon completion of Content from any third party for Hearst, it will consult with Hearst said Additional Production Services and based on Hearst's direction, will either refrain from securing any Content from that third party or will use commercially reasonable efforts to license such rights to that Content in Hearst's favor as Hearst may approve. In the event that Hearst Content or Magazine Content is edited or abridged by iVillage for posting to a Magazine Site, such edited or abridged version shall nonetheless be considered Hearst Content or Magazine ContentCreative Retakes), as applicable. In that event Hearst fails to expend PEAK and POV shall have agreed at the Production Commitment in either time of the two consecutive twelve month periods following the first anniversary date of this Amendment, it will provide iVillage with notice of same 90 days prior to the end of each twelve (12) month period, so that the parties can create mutually approved optimization plans request for the implementation of the Advertising Commitment, and : (i) the amount of the Advertising Commitment set forth herein at Section 7 applicable to that twelve month period shall be increased by the amount of forty cents ($.40) for each dollar less than the Production Commitment that Hearst has failed to expend; and (ii) the amount of Guaranteed Advertising Royalty as set forth in this Amendment applicable to that twelve month period shall be reduced pro rata (i.e., if Hearst expends 5% less than the Production Commitment in any twelve month period the Guaranteed Advertising Royalty shall be reduced by 5% for that twelve month period). For avoidance of doubt, this opportunity to convert any unexpended portion of the Production Commitment to an increase in the Advertising Commitment shall not be available to Hearst for the twelve-month period following the effective date of this Amendment.Additional