Common use of Source Code Access; Support and Updates Clause in Contracts

Source Code Access; Support and Updates. Company has the right to use the Software included in the DWA Technology only in object code form except as follows: (i) If, during the Term of the Consulting and Training Services Agreement, a modification to the Software within the Contributed DWA Technology or Additional DWA Technology is required in connection with Company’s development of a Motion Picture, Television Motion Picture or other Entertainment Properties or Content or integration with other technology, Company may request that the DWA WFOE provide such modification on commercially reasonable terms pursuant to the Consulting and Training Services Agreement. If the DWA WFOE is unwilling or unable to provide the requested modification on commercially reasonable terms, either Party may escalate the matter to the Board of Directors for resolution. If (x) the Board of Directors resolves as a Special Decision in accordance with the Charter (during the period that the Charter provides that Special Decisions are a matter requiring the affirmative vote of at least one Class B Director appointed by DWA SKG or an Affiliate of DWA SKG in its capacity as Class B Holder) that Company may make such modification itself in connection with development of such Motion Picture or Television Motion Picture or (y) DWA otherwise consents in its reasonable discretion, then DWA and Company will enter into an Additional License Addendum providing Company with such right to modify and access to the source code of the applicable Contributed DWA Technology or Additional DWA Technology to the extent necessary to perform such modification at no additional cost and otherwise on the same terms as Technology License. Such source code will be treated as Special Technical Information as set forth in Section 7.2. (ii) DWA, including through the DWA WFOE, will, at no cost to Company and until DWA and any applicable Affiliate of DWA ceases to use and maintain such Software itself, provide patches, fixes, updates, and upgrades (but not New Versions) to Company for particular Software within the Contributed DWA Technology or Additional DWA Technology that DWA or the applicable Affiliate deploys into production in its own environment (subject to the modifications described in Section 8.1). If DWA ceases to use or maintain such Software itself at a time that Company is continuing to use such Software and, as a result, DWA (and the DWA WFOE) ceases to provide such support and maintenance and the forgoing modifications to Company for such Software pursuant to the Consulting and Training Services Agreement or otherwise, then, upon Company’s request, the Parties will enter into an Additional License Addendum at no additional cost and otherwise on the same terms as Technology License except that DWA will provide the Company with the right to modify and access the source code for such Software to allow Company to maintain such Software for itself in place of the DWA WFOE. Such source code will be treated as Special Technical Information as set forth in Section 7.2. In addition, for a period of ten (10) years from the Effective Date, Company may, at its option, license under an Additional License Addendum any New Versions and any additional or replacement Contributed DWA Technology or Additional DWA Technology at a cost negotiated by the Parties in good faith and otherwise on the same terms as the Technology License (except for the cost).