DIRECTV, LLC ("DIRECTV") is contracting for the purchase of linear television advertising. The person or entity contracting for the transmission of Commercial Announcements (as defined in Section 8 below) on its system or platform ("MEDIA COMPANY") and DIRECTV, hereinafter each a "Party" or collectively the "Parties" hereby agree to the terms in this Agreement ("Agreement") that will govern any Statement of Work, Order or Insertion Order (collectively, "Order(s)") as follows:

1. PAYMENT AND BILLING

Except as otherwise provided in the applicable Order, MEDIA COMPANY will invoice DIRECTV on a monthly basis. DIRECTV shall pay each invoice in full within thirty (30) days after receipt, provided that MEDIA COMPANY has furnished verification of performance with such invoice. The furnishing and accuracy of such verifications shall be a condition precedent to DIRECTV's obligation to timely pay any invoice. MEDIA COMPANY represents and warrants that such verifications will accurately reflect the computerized log of transmitted Commercial Announcements for the System. The rate for the Commercial Announcements purchased by DIRECTV shall be as stated on the Order confirmation (plus any applicable taxes, franchise fees, and/or other assessments by any governmental authority).

2. TERM AND TERMINATION

Except as otherwise provided in this Agreement, the term of this Agreement shall be stated in the Order and continue until the completion or expiration of the advertising campaign. DIRECTV may cancel a Commercial Announcement upon thirty (30) days' prior written notice without penalty, except for non-cancellable commitments expressly identified in an Order. MEDIA COMPANY may not cancel or preempt a Commercial Announcement once it has been confirmed in an Order, except as provided in Section 4. Either Party may terminate this Agreement for cause upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof. Upon termination or cancellation by MEDIA COMPANY without cause, DIRECTV shall have no further payment obligations for Commercial Announcements not yet transmitted, and any prepaid amounts for untransmitted Commercial Announcements shall be promptly refunded. If DIRECTV terminates this Agreement for cause due to a breach by MEDIA COMPANY, MEDIA COMPANY will be responsible for all reasonable expenses (including reasonable attorney's fees) incurred by DIRECTV in connection therewith, in addition to any refund of prepaid amounts.

3. FULFILLMENT; FAILURE TO TRANSMIT

MEDIA COMPANY shall use commercially reasonable efforts to ensure that Commercial Announcements for LINEAR PRODUCTS (defined in Section 6) are transmitted in accordance with the applicable Order. MEDIA COMPANY represents that it will provide DIRECTV with accurate subscriber and viewership data for the System during the term of this Agreement and any applicable Order. An Order shall be deemed fulfilled under this contract only if the relevant Commercial Announcement is transmitted over the System in the manner specified in the Order and verified by MEDIA COMPANY. If, for any reason, the System does not transmit all or any portion of a Commercial Announcement at the stipulated time, then MEDIA COMPANY shall promptly inform DIRECTV and DIRECTV shall, in its sole discretion, elect one of the following remedies: (i) comparable commercial announcement time on a substitute basis acceptable to DIRECTV; (ii) a reduction in the time charges equal to the amount of money proportionally assignable to such Commercial Announcements not distributed or impressions not delivered; or (iii) a full refund of amounts paid for such untransmitted Commercial Announcements.

4. SUBSTITUTIONS; PREEMPTIONS

MEDIA COMPANY shall not substitute or preempt any Commercial Announcement except in circumstances of overriding local or national interest or importance, including without limitation breaking news or emergency events. In any such case, MEDIA COMPANY will notify DIRECTV in advance whenever reasonably possible or within a reasonable time after such substitution, and the provisions of Section 3 above shall apply, with DIRECTV entitled to select its preferred remedy. Commercial Announcements scheduled in programs following events, such as feature films, sports, or special programming of any kind, which run beyond normally scheduled time or Commercial Announcements scheduled in programs which are interrupted for any reason will be automatically rescheduled within the delayed program without prior notice to DIRECTV and will be billed at the rate as if the event had concluded at its normal time or there was no interruption. MEDIA COMPANY shall provide DIRECTV with reasonable advance notice of any changes to program names and schedules. If such changes materially affect the value of DIRECTV's purchased Commercial Announcements, DIRECTV shall be entitled to cancel the affected Order without penalty or to receive comparable make-good placements acceptable to DIRECTV.

5. RATINGS POINT PROJECTIONS FOR GUARANTEED CAMPAIGNS

If a projected number of ratings points (a "Ratings Projection") for LINEAR PRODUCTS, as published by Comscore or Nielsen, is set forth in any agreed Order and, if applicable, any other contracts related hereto, then the Parties agree that such Ratings Projection shall be deemed fulfilled if the total ratings points for the programs in which the Commercial Announcements covered by this contract and any other contracts related hereto are transmitted achieve at least the agreed upon impressions as stated in the Order. If the total ratings points for such programs are less than the agreed upon impressions as stated in the Order, then at the written request of DIRECTV received by MEDIA COMPANY within ninety (90) days after the last run date of the relevant contract flight, MEDIA COMPANY will cause the System to transmit the relevant Commercial Announcement(s) at a subsequent time (or times) reasonably acceptable to DIRECTV until the total ratings points for such programs meet the agreed upon impressions. If at any time Comscore or Nielsen ceases to publish ratings points for television programming generally, then the ratings point determination with respect to any applicable Ratings Projection shall be as determined and published by another entity acceptable to the Parties that provides such ratings point information for television programming generally. If no entity acceptable to the Parties publishes such information, the Parties shall negotiate in good faith to establish an alternative measurement methodology; failing agreement within sixty (60) days, either Party may terminate the affected Order without further obligation.

6. PRODUCTS AND SERVICES

The LINEAR PRODUCTS will be those products or services identified in an Order based on clusters of networks and day parts (the "LINEAR PRODUCTS"). MEDIA COMPANY represents and warrants that it has all necessary rights, licenses, and authorizations to sell and transmit the advertising inventory described in any Order. MEDIA COMPANY shall have no right or license to DIRECTV's proprietary data, targeting methodologies, or other confidential business information by reason of this contract.

7. RATES AND CHARGES

Rates for Commercial Announcements shall be as set forth in the applicable Order and shall not be increased during the term of an executed Order unless expressly provided therein. With prior agreement of both Parties, DIRECTV may contract for transmission of Commercial Announcements of various lengths, subject to MEDIA COMPANY's then current rate card, which shall be provided to DIRECTV for review prior to execution of any Order. All expenses related to the delivery of Commercial Announcements to MEDIA COMPANY, and with the return thereof, if return is requested by DIRECTV, shall be paid by DIRECTV.

8. CONTENT AND COMMERCIAL ANNOUNCEMENTS

DIRECTV shall furnish or cause to be furnished all commercial announcement content or program materials to be included within the commercial announcements ("Commercial Announcements") contracted for hereunder. DIRECTV shall comply with MEDIA COMPANY's reasonable and customary requirements regarding specifications for Commercial Announcements and the delivery thereof. DIRECTV shall be responsible, at its sole expense, for securing and shall secure all rights, licenses, releases and consents required in connection with transmitting to the public any Commercial Announcement, including but not limited to copyright performance and music synchronization rights with regard to all materials, and also including but not limited to the rights associated with video, audio, script, and talent furnished by DIRECTV or any other materials which MEDIA COMPANY is directed by DIRECTV to use. DIRECTV shall deliver Commercial Announcements and spot and traffic instructions to MEDIA COMPANY based on the schedule as stated in the Order. MEDIA COMPANY will exercise normal, commercially reasonable precautions in handling Commercial Announcements furnished by DIRECTV hereunder, and shall be liable for any loss or damage thereto caused by MEDIA COMPANY's negligence. If Commercial Announcements and instructions are not received by MEDIA COMPANY based on the schedule as stated in the Order, MEDIA COMPANY shall promptly notify DIRECTV and provide DIRECTV with a reasonable opportunity to cure such late delivery before any time reserved may be forfeited. MEDIA COMPANY will use its reasonable efforts to transmit Commercial Announcements despite late receipt thereof, but MEDIA COMPANY shall not have any liability for any Commercial Announcements that are not transmitted due to late delivery by DIRECTV, provided MEDIA COMPANY has given timely notice. MEDIA COMPANY may refuse to transmit any Commercial Announcement that violates applicable law or regulation, provided that MEDIA COMPANY notifies DIRECTV promptly and provides DIRECTV with a reasonable opportunity to furnish replacement content. If DIRECTV furnishes satisfactory replacement content within forty-eight (48) hours of such notice, MEDIA COMPANY shall transmit such replacement content without additional charge. If DIRECTV does not furnish replacement content within such period, DIRECTV shall not be billed for the time reserved.

9. INDEMNIFICATION, LIMITATION OF LIABILITY, AND DISCLAIMER

(a) DIRECTV Indemnification. DIRECTV shall indemnify and hold MEDIA COMPANY and its Affiliates and representatives harmless from and against any and all liability (including without limitation costs and reasonable attorney's fees) (i) resulting from the breach or alleged breach by DIRECTV of any representation, warranty, or covenant made by it hereunder or (ii) related in any way to Commercial Announcements provided by or on behalf of DIRECTV, including, without limitation, with respect to any allegations or claims of false advertising, that a Commercial Announcement content infringes, misappropriates, or violates any third party's intellectual property or privacy rights, or that a Commercial Announcement fails to comply with any applicable laws or regulations.

(b) MEDIA COMPANY Indemnification. MEDIA COMPANY shall indemnify and hold DIRECTV and its Affiliates and representatives harmless from and against any and all liability (including without limitation costs and reasonable attorney's fees) resulting from (i) the breach or alleged breach by MEDIA COMPANY of any representation, warranty, or covenant made by it hereunder, (ii) MEDIA COMPANY's negligence or willful misconduct in the performance of its obligations hereunder, or (iii) any claim arising from MEDIA COMPANY's failure to transmit Commercial Announcements in accordance with an Order.

(c) Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, GOOD WILL, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS CONTRACT OR BE SUBJECT TO EQUITABLE REMEDIES OR INJUNCTIVE RELIEF. MEDIA COMPANY'S SOLE LIABILITY, AND DIRECTV'S SOLE REMEDY, HEREUNDER SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID OR PAYABLE BY DIRECTV UNDER THE ORDER GIVING RISE TO THE CLAIM. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES RELATING TO THIS CONTRACT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, NOTHING SHALL RESTRICT (OR OTHERWISE LIMIT) LIABILITY FOR THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF A PARTY OR FOR LIABILITIES ARISING UNDER EITHER PARTY'S INDEMNIFICATION OBLIGATIONS.

10. AGENCY

If DIRECTV engages an agency or time-buying service to act on its behalf in connection with this Agreement, DIRECTV shall remain jointly and severally liable with such agency or time-buying service for all obligations under this Agreement. DIRECTV represents and warrants that any such agency or time-buying service has the authority to act on its behalf for all purposes hereof.

11. GENERAL

Both Parties' obligations in this contract are subject to applicable federal, state, and/or local laws and regulations. For purposes of this contract, "Affiliate" shall mean an individual, association, co-partnership, limited partnership, limited liability company, corporation or joint-stock company, trust or other business entity (hereinafter referred to as a "Person"), however organized, that, directly or indirectly, controls, is controlled by or is under common control with another Person. Control shall be defined as: (i) ownership of a majority of the voting power of those classes of voting stock entitled to vote in the election of directors; or (ii) ownership of a majority of the beneficial interests in income and capital of an entity other than a corporation.

This contract is not exclusive and DIRECTV shall remain free to purchase advertising from other media companies. This contract, including the rights under it, may not be assigned or transferred by either Party without the prior written consent of the other Party, except that either Party may assign this Agreement to an Affiliate without consent, provided that the assigning Party remains liable for its obligations hereunder.

Failure of either Party to enforce any of the provisions set forth herein shall not be construed as a general relinquishment or waiver as to that or any other provision. This contract contains the entire agreement of the Parties relating to the subject matter hereof, and supersedes all prior written and oral negotiations, discussions, promises and agreements between the Parties with respect thereto. This contract may be modified or amended only by the express written agreement of both Parties.

Both Parties acknowledge that during the term of this Agreement, each Party may obtain access to confidential and proprietary information, including but not limited to pricing information, products, services, plans, designs, product or service names, finances, marketing plans, business opportunities, personnel, research, development or know-how, or any information designated by either Party as "confidential" or "proprietary" or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential, and the terms of this Agreement (collectively, the "Confidential Information"). The Parties acknowledge that each would be irreparably damaged by the disclosure of the Confidential Information to others. Therefore, each Party agrees to (a) not disclose the Confidential Information of the other Party to any third party without the prior written consent of the other Party (except that either Party may disclose the other Party's Confidential Information to its Affiliates and agents as reasonably necessary in connection with its performance under any Order, provided that the disclosing Party remains liable for any breach of this provision by such third party), and (b) take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own similar Confidential Information. Confidential Information does not include information that (i) is in or enters the public domain without breach of this Agreement; (ii) the receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; (iii) the receiving Party lawfully knew prior to receiving such information from the disclosing Party; or (iv) the receiving Party develops independently without use of the disclosing Party's Confidential Information.

Neither Party shall issue any independent press release, media notices, public announcements, advertising, marketing, promotions, or statements regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other Party.

The language of this Agreement shall be construed simply, as a whole, and in accordance with its fair meaning and not strictly for or against any Party. Headings are for reference purposes only and shall not affect the meaning or interpretation of the contract. The use of "include" shall mean "includes, but is not limited to" and the singular use of words shall include the plural use and vice versa.

Nonperformance by either Party will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders, or restrictions or other similar reason where failure to perform is beyond the control, and not caused by the negligence or willful acts or omissions, of the non-performing Party. The non-performing Party shall give prompt written notice of such conditions to the other Party and make all reasonable efforts to perform.

This contract shall be governed by and construed in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof.

Sections 9, 10 and 11 survive termination or expiration of this Agreement, and the remaining provisions hereof shall survive to the extent reasonably necessary to give effect thereto. Any written notices and other communications under this Agreement shall be considered given when delivered by hand, overnight courier, or upon mailing when mailed by registered mail, return receipt requested, to the Parties at the address as may be provided and updated by each Party from time to time.