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ULTRAVIOLET

DIGITAL RIGHTS MANAGEMENT PROVIDER AGREEMENT

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TABLE OF CONTENTS

Page

1.DEFINITIONS...............................................................................................................2

2.DRM APPROVAL AND PARTICIPATION REQUIREMENTS FOR DOWNLOAD FULFILLMENT...................................................................................................9

2.1Approval Generally....................................................................................................9

2.2Compliance & Robustness Rules & Standards..........................................................9

2.2.1DRM Providers Licensing the DRM for Implementation by Third Parties............................................................................................9

2.2.2DRM Providers Implementing DRM Clients.................................10

2.3Security Breach Response Procedures.....................................................................10

2.4Reevaluation of Approval........................................................................................10

2.5DRM Provider Participation Rules..........................................................................10

2.6DRM Provider Licenses...........................................................................................10

2.7Use of DRM Provider’s Name and DRM Product Name........................................11

2.8No License...............................................................................................................11

3.CHANGE MANAGEMENT AND DRM PROVIDER LICENSE COMPLIANCE..11

3.1DECE-Initiated Changes. ........................................................................................11

3.1.1DECE-Initiated Changes.................................................................11

3.1.2Comment Period.............................................................................11

3.1.3Implementation of Changes............................................................12

3.2DRM Provider Initiated Changes ............................................................................13

3.2.1Approval of DRM Change Management Process...........................13

3.2.2Changes Under Approved DRM Change Management Process.. . .13

3.2.3Other DRM Provider Initiated Changes. .......................................13

3.2.4Disputed Past Changes....................................................................14

3.3DRM Provider License Compliance........................................................................15

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3.3.1Compliance with DRM Provider License.......................................15

3.3.2Notice of Suspected Noncompliance..............................................15

3.3.3Response to Noncompliance Notice...............................................15

3.3.4Non-Responding DRM Provider....................................................16

3.3.5Response to Noncompliance Notice...............................................16

3.3.6Expiration of Waiting Period..........................................................19

3.3.7Repeated Failure to Enforce............................................................19

3.3.8 Arbitration over Material Failures to Enforce...............................20

3.3.9List of Noncompliant DRM Clients................................................20

3.4Costs and Expenses..................................................................................................20

4.SECURITY REQUIREMENTS..................................................................................20

5.FEES (NO FEES)........................................................................................................20

6.CONFIDENTIALITY/EXPORT BY DRM PROVIDER...........................................21

6.1Permitted Use of DECE Confidential Information..................................................21

6.2Confidentiality Exceptions.......................................................................................21

6.3Disclosure of DECE Status......................................................................................22

6.4Confidentiality Period..............................................................................................22

6.5Export.......................................................................................................................22

7.CONFIDENTIALITY/EXPORT BY DECE...............................................................22

7.1Permitted Use of DRM Provider Confidential Security Information......................22

7.2Notification of Unauthorized Use or Disclosure......................................................23

7.3Disclosure of DECE Status......................................................................................23

7.4Confidentiality Exceptions.......................................................................................23

7.5Confidentiality Period..............................................................................................24

7.6Export.......................................................................................................................24

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8.REPRESENTATIONS AND ADDITIONAL COVENANTS ...................................24

8.1Authority..................................................................................................................24

8.2Compliance with Law..............................................................................................24

8.3Agreement with Coordinator...................................................................................24

8.4No Claims Against DECE........................................................................................25

8.5Non-Discrimination Regarding DECE-Approved DRMs.......................................25

8.6Data Privacy.............................................................................................................25

9.TERM/TERMINATION ............................................................................................25

9.1Term.........................................................................................................................25

9.2Termination..............................................................................................................26

9.2.1Termination by DRM Provider.......................................................26

9.2.2Termination for Breach...................................................................26

9.2.3Avoidance of Legal Liability. .......................................................26

9.2.4Cessation of Ecosystem Operations................................................27

9.2.5Other Termination Events...............................................................27

9.3Notice of Termination..............................................................................................27

9.4Wind-Down Period..................................................................................................27

9.5Effect of Termination...............................................................................................27

9.6SURVIVAL.............................................................................................................28

10.DISCLAIMER & LIMITATION OF LIABILITY....................................................28

10.1Generally................................................................................................................28

10.2DECE Disclaimer...................................................................................................28

10.3DRM Provider Disclaimer.....................................................................................28

10.4Limitation of Liability............................................................................................29

10.5Equitable Relief......................................................................................................29

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11.MISCELLANEOUS..................................................................................................29

11.1Entire Agreement...................................................................................................29

11.2Assignment.............................................................................................................29

11.3Governing Law......................................................................................................30

11.4Consent To Jurisdiction.........................................................................................30

11.5Waiver of Jury Trial...............................................................................................31

11.6Agent......................................................................................................................31

11.7Notice.....................................................................................................................31

11.8Severability; Waiver..............................................................................................32

11.9Presumptions..........................................................................................................32

11.10Headings...............................................................................................................32

11.11Counterparts.........................................................................................................32

EXHIBITS

Exhibit A.................................Certification for Approved DRM Change Management ProcessExhibit B..................................DRM Provider Participating RulesExhibit B-1..............................Security Level SettingExhibit C..................................Arbitration Procedures

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ULTRAVIOLET

DIGITAL RIGHTS MANAGEMENT PROVIDER AGREEMENT

This UltraViolet Digital Rights Management Provider Agreement (this “Agreement”) is effective as of the date of the last signature below (the “Effective Date”), by and between Digital Entertainment Content Ecosystem (DECE) LLC (“DECE”), a Delaware limited liability company, and the entity named below (“Executing DRM Provider”):

DRM: ____________________________________________________

Name of Executing DRM Provider:

Name of Main Contact Person:

Main Contact Person’s phone no.:

Fax no.:

Email address:

Location of Executing DRM Provider’s principal offices:

State or Country of Incorporation:

Year of Incorporation:

Contact/address for notices, if different from above (if notices under this Agreement should be sent to more than one person or address, please provide full contact information for each): __________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

RECITALS

WHEREAS, DECE has been formed by its Members to establish a means of delivering digital entertainment content in a manner that allows for interoperability among different digital formats and digital rights management systems in order to promote the widespread availability and usability of digital entertainment content on a wide variety of products and services;

WHEREAS, DECE has developed and made available for license the Ecosystem Specifications to allow different classes of licensees, each implementing a different role in the Ecosystem, to implement their respective roles in the Ecosystem;

WHEREAS, DECE created a submission process for digital rights management systems to be considered for implementation in the Ecosystem to protect UltraViolet Content;

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WHEREAS, pursuant to such process, DRM Provider or its designee submitted the DRM for consideration and the DRM was provisionally approved by DECE for use within the Ecosystem to protect UltraViolet Content; and

WHEREAS, DECE requires DRM Provider to enter into an agreement with DECE setting forth DECE’s and DRM Provider’s respective rights, responsibilities and obligations concerning the use of the DRM in the Ecosystem.

NOW THEREFORE, in consideration of the foregoing premises and the covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 “Affiliate” means with respect to any Person, any other Person that, directly or indirectly, controls or is controlled by or is under common control with such first Person. As used in this definition, the term “control” means the possession of beneficial ownership of more than fifty percent (50%) of the equity interests or more than fifty percent (50%) of the interests entitled to vote for the election of, or serve as, the board of directors or similar managing authority of, a Person.

1.2 “Agreement” shall have the meaning given in the preamble hereto.

1.3 “Approved DRM Change Management Process” shall have the meaning given in Section 3.2.

1.4 “Authorized Recipients” shall have the meaning given in Section 6.1.

1.5 “Business Day” shall mean any day other than a Saturday, Sunday or any day which is a legal holiday in the United States or is a day on which banking institutions located in New York are authorized or required by law to close.

1.6 “Change” means, with respect to the DRM, any change to the technology, specifications, license terms (including but not limited to fees, compliance, robustness and usage rules) applicable to the DRM as implemented in the Ecosystem, other than de minimis changes in the nature of error corrections and typo corrections.

1.7 “Client Implementer” means any Person that has entered into a Client Implementer Agreement with DECE, and, except with respect to Section 1.78, includes its Controlled Affiliates.

1.8 “Client Implementer Agreement” means any agreement entitled “UltraViolet Client Implementer Agreement” (or any successor agreement with substantially similar title) and entered into by and between DECE and any other Person.

1.9 “Compliance Rules” means the “Compliance Rules” set forth in each UltraViolet License Agreement.

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1.10 “Constructive Restricted Change” shall have the meaning set forth in Section 3.3.7.

1.11 “Content Provider” means a Person that has entered into a Content Provider Agreement with DECE and, except with respect to Section 1.78, includes its Controlled Affiliates.

1.12 “Content Provider Agreement” means any agreement entitled “UltraViolet Content Provider Agreement” (or any successor agreement with substantially similar title) and entered into by and between DECE and any other Person.

1.13 “Controlled Affiliate” means, with respect to any Person, each other Person that, directly or indirectly, is controlled by such first Person. As used in this definition, “controlled by” means the possession, directly or indirectly, of beneficial ownership of more than fifty percent (50%) of the equity interests or more than fifty percent (50%) of the interests entitled to vote for the election of, or serve as, the board of directors or similar managing authority of a Person.

1.14 “Coordinator” means Neustar, Inc. or such other Person that DECE notifies DRM Provider has executed a “DECE Coordinator Master Services Agreement” and is performing the activities contemplated therein.

1.15 “Coordinator DRM License Agreement” shall have the meaning given in Section 8.3.

1.16 “Covered” means, with respect to a proposed Change, that the Change falls within the category of changes covered by the Approved DRM Change Management Process.

1.17 “Covered Products or Services” means a Licensed Client, Licensed Download Service, Licensed Locker Access Streaming Service, Licensed Retail Service, or UltraViolet Content.

1.18 “DECE” shall have the meaning given in the preamble hereto.

1.19 “DECE Confidential Information” means any and all information relating to DECE, the Ecosystem or the Ecosystem Specifications, that is marked “confidential” when disclosed in written (including electronic) form or indicated as confidential or proprietary when disclosed orally, and confirmed by the discloser in writing within thirty (30) days to be confidential, including any Technical Confidential Information.

1.20 “DECE-Requested Change” shall have the meaning given in Section 3.1.1.

1.21 “DECE Response Period” shall have the meaning given in Section 3.2.3.2.

1.22 “Digital Entertainment Content” means digital versions of audiovisual works, sound recordings, literary works, and/or pictorial works as those terms are defined in 17 U.S.C. § 101, commercially distributed to the public as entertainment.

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1.23 “Digital Rights Management Provider Agreement” or “DRM Provider Agreement” means (i) this Agreement and (ii) any other agreement entitled “Digital Rights Management Provider Agreement” or “DRM Provider Agreement” and entered into by and between DECE and any other Person.

1.24 “Discussion Period” shall have the meaning given in Section 3.2.3.2.

1.25 “Download Fulfillment” shall have the meaning given in the Retail Service Provider Agreement.

1.26 “Download Service Provider” or “DSP” means any Person that has entered into a Download Service Provider Agreement with DECE and, except with respect to Section 1.78, includes its Controlled Affiliates.

1.27 “Download Service Provider Agreement” means any agreement entitled “UltraViolet Download Service Provider Agreement” (or any successor agreement with substantially similar title) and entered into by and between DECE and any other Person.

1.28 “DRM” means the digital rights management system of DRM Provider identified in the preamble hereto.

1.29 “DRM Breach Response Procedure” shall have the meaning given in Section 2.3.

1.30 “DRM Client” means an implementation of a DRM approved for use in the Ecosystem that is developed or manufactured by, or under license from, the provider of such DRM and that is designed to decrypt instances of UltraViolet Content published in the Common File Format using the keyset carried in the associated DRM License.

1.31 “DRM Client Equitable Relief Action” has the meaning set forth in the Client Implementer Agreement.

1.32 “DRM Compliance & Robustness Rules” shall have the meaning given in Section 2.2.1.

1.33 “DRM Compliance & Robustness Standards” shall have the meaning set forth in Section 2.2.2.

1.34 “DRM Change Notice” shall have the meaning given in Section 3.2.3.2.

1.35 “DRM License” means a license issued by a DRM license server for a given DRM that allows the decryption of UltraViolet Content protected with such DRM by a Licensed Client.

1.36 “DRM Licensee” means an UltraViolet Licensee that has entered into a DRM Provider License.

1.37 “DRM Provider” means Executing DRM Provider and its Controlled Affiliates. For the avoidance of doubt, (a) each obligation or prohibition imposed on “DRM Provider”

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hereunder is imposed on each DRM Provider Entity; and (b) any reference to any act, action, inaction, breach, negligence, possession (or possessive term) of or with respect to “DRM Provider” means any act, action, inaction, breach, negligence or possession (or possessive term) of or with respect to one or more DRM Provider Entities.

1.38 “DRM Provider Agreement” means this Agreement and any other agreement entitled “UltraViolet DRM Provider Agreement” (or any successor agreement with substantially similar title) and entered into by and between DECE and any other Person.

1.39 “DRM Provider Confidential Information” means (i) any and all information of a confidential or proprietary nature relating to DRM Provider or the DRM that is required to be disclosed to DECE pursuant to Section 3 in connection with proposed Changes to the DRM and (ii) any other information relating to security issues involving the DRM Provider or the DRM that the Parties mutually agree in writing in advance of disclosure will be treated as DRM Provider Confidential Information.

1.40 “DRM Provider Entity” means Executing DRM Provider or any one of its Controlled Affiliates.

1.41 “DRM Provider License” means any of the license agreements entered into by and between DRM Provider and an UltraViolet Licensee to permit use of the DRM in or by the UltraViolet Licensee’s devices or services in the Ecosystem.

1.42 “DRM Provider Participation Rules” means the rules as set out in Exhibit B.

1.43 “DRM Third Party Beneficiaries” means a third party with rights to enforce compliance with the technical, implementation-related aspects of DRM Provider’s applicable DRM Provider Licenses which third party has rights to take action with respect to the particular noncompliance at issue.

1.44 “Ecosystem” means the totality of Covered Products or Services that interact to permit the secure delivery of UltraViolet Content in a manner that allows for interoperability among such Covered Products and Services, as established by DECE in the Ecosystem Specifications and UltraViolet License Agreements.

1.45 “Ecosystem Specifications” means the “Ecosystem Specifications” specified in each UltraViolet License Agreement.

1.46 “Effective Date” shall have the meaning given in the preamble hereto.

1.47 “Enforcement Efforts” shall mean, within the timeframes set forth in Section 3.3, (a) successful remediation as described in Section 3.3.5.1, (b) successful completion by a Client Implementer of a remediation plan as described in Section 3.3.5.2, (c) litigation or arbitration (regardless of outcome) initiated and pursued in good faith by DRM Provider or a DRM Third Party Beneficiary under the DRM Provider License as described in Section 3.3.5.5, and (d) such other efforts as may be mutually agreed by DECE and DRM Provider in the context of the activities contemplated by Section 3.3.

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1.48 “Executing DRM Provider” shall have the meaning given in the preamble hereto.

1.49 “Initial Term” shall have the meaning given in Section 9.1.

1.50 “Licensed Application” has the meaning set forth in the Client Implementer Agreement.

1.51 “Licensed Client” means a hardware or software product that is a “Licensed Client” under a Client Implementer Agreement.

1.52 “Licensed Download Service” means a service that is a “Licensed Download Service” under a Download Service Provider Agreement.

1.53 “Licensed Locker Access Streaming Service” means a service that is a “Licensed Locker Access Streaming Service” under a Locker Access Streaming Provider Agreement.

1.54 “Licensed Retail Service” means a service that is a “Licensed Retail Service” under a Retail Service Provider Agreement.

1.55 “LLC Agreement” means that certain Limited Liability Company Agreement of DECE, dated as of May 30, 2008, as amended from time to time, including the exhibits and schedules attached thereto.

1.56 “Locker Access Streaming Provider” means any Person that has entered into a Locker Access Streaming Provider Agreement with DECE, and, except with respect to Section 1.78, includes its Controlled Affiliates.

1.57 “Locker Access Streaming Provider Agreement” means any agreement entitled “UltraViolet Locker Access Streaming Provider Agreement” (or any successor agreement with substantially similar title) and entered into by and between DECE and any other Person.

1.58 “Material Failure to Enforce” means any failure by DRM Provider or its DRM Third Party Beneficiaries (if any) to use Enforcement Efforts to enforce compliance with the technical, implementation-related aspects of the DRM Provider License which noncompliance, individually or taken as a whole: (a) has a material and adverse effect on the integrity or security of the Ecosystem or UltraViolet Content; (b) has a material and adverse effect on the ability of any Covered Products or Services to comply with Compliance Rules or Ecosystem Specifications; or (c) conflicts with a UltraViolet Licensee’s obligations under an Ultraviolet License Agreement, including without limitation the obligation to comply with the Ecosystem Specifications.

1.59 “Member” means, at any given time, the Persons then-currently admitted as “Members” of DECE in accordance with the LLC Agreement whose status as a “Member” has not been terminated or withdrawn in accordance with the LLC Agreement.

1.60 “Noncompliance Notice” shall have the meaning given in Section 3.3.2.

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1.61 “Other UltraViolet Licensee” means any Person that has entered into an Other UltraViolet License Agreement with DECE.

1.62 “Other UltraViolet License Agreement” means any written license agreement entered into by and between DECE and any other Person pursuant to which DECE grants to such Person the right to use the Ecosystem Specifications in connection with its implementation or performance of a role in the Ecosystem, other than an agreement specifically identified in clauses (i)-(v) of Section 1.77.

1.63 “Party” or “Parties” means the party or parties to this Agreement.

1.64 “Person” means any partnership, corporation, trust, estate, association, custodian, nominee, limited liability company or any other individual or entity in its own or any representative capacity, but except as used in Sections 6, 7, 8.1, and 9.3, shall not include a natural person. A reference to a Person includes the successors and permitted assigns of such Person.

1.65 “Primary Term” shall have the meaning given in Section 9.1.

1.66 “Residual” shall mean either a DRM Residual, as defined in Section 6.1 or a DECE Residual, as defined in Section 7.1.

1.67 “Restricted Change” means any Change or Changes to the DRM technology or license terms that, individually or taken as a whole, (i) has a material and adverse effect on the integrity or security of the Ecosystem or UltraViolet Content; (ii) has a material and adverse effect on the ability of any Covered Products or Services to comply with Compliance Rules or Ecosystem Specifications; (iii) conflicts with an UltraViolet Licensee’s obligations under an Ultraviolet License Agreement, including without limitation the obligation to comply with the Ecosystem Specifications; or (iv) results in a material increase in fees charged to any DRM Licensee. Notwithstanding the foregoing, for purposes of this definition, any change to an Approved DRM Change Management Process in effect at that time shall be deemed a Restricted Change unless such change is (a) in accordance with the terms of the applicable Approved DRM Change Management Process, if any, in effect at that time, or (b) is a de minimis change in the nature of error corrections or typo corrections.

1.68 “Retail Service Provider” means any Person that has entered into a Retail Service Provider Agreement with DECE, and, except with respect to Section 1.78, includes its Controlled Affiliates.

1.69 “Retail Service Provider Agreement” means any agreement entitled “UltraViolet Retail Service Provider Agreement” (or any successor agreement with substantially similar title) and entered into by and between DECE and any other Person.

1.70 “Rights Token” shall have the meaning given in the Ecosystem Specifications.

1.71 “SDK” means software development kit.

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1.72 “System Specification” means the System Specification version 1.0, as such specification may from time to time be amended by DECE.

1.73 “Technical Confidential Information” means information of a technical nature relating to this Agreement and/or one or more Ecosystem Specifications that is marked “Technical Confidential Information” when disclosed in written form or indicated as “Technical Confidential Information” when disclosed orally and confirmed by DECE in writing within thirty (30) days to be “Technical Confidential Information.”

1.74 “Term” shall have the meaning given in Section 9.1.

1.75 “UltraViolet Account” means a DECE account with, among other things, an associated group of Users, associated set of registered Licensed Clients and associated Rights Tokens.

1.76 “UltraViolet Content” means Digital Entertainment Content that is licensed by a Content Provider to a DECE an UltraViolet Licensee for distribution in the Ecosystem (i.e., distribution via a Licensed Retail Service, Licensed Locker Access Streaming Service or Discrete Media Fulfillment (as defined in the applicable UltraViolet License Agreement)), together with any (a) associated data and information provided to the Coordinator and (b) other data or information published with such Digital Entertainment Content.

1.77 “UltraViolet License Agreement” means any of a (i) Download Service Provider Agreement, (ii) Content Provider Agreement, (iii) Client Implementer Agreement, (iv) Locker Access Streaming Provider Agreement, (v) Retail Service Provider Agreement or (vi) Other UltraViolet License Agreement.

1.78 “UltraViolet Licensee” means any of a (i) Download Service Provider, (ii) Content Provider, (iii) Client Implementer, (iv) Locker Access Streaming Provider, (v) Retailer or (vi) Other UltraViolet Licensee.

1.79 “User” means a person with a User Credential (as defined in the Ecosystem Specifications) that is a member of an UltraViolet Account.

1.80 “Waiting Period” means, with respect to noncompliance identified in a Noncompliance Notice, the date 90 days after the date of such Noncompliance Notice.

1.81 “Wind-Down Period” shall have the meaning given in Section 9.1.

1.82 Terms Generally. The definitions in this Agreement shall apply equally to the singular, plural, active and passive forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. Except as otherwise expressly indicated, all references herein to Sections, Exhibits, and Schedules shall be deemed to be references to exhibits and sections of, and schedules to, this Agreement unless the context shall otherwise require. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” Except where otherwise indicated, references to this Agreement or any other agreement are references to this

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Agreement or such other agreement, as the case may be, as the same may be amended, restated, supplemented or otherwise modified from time to time pursuant to the provisions hereof or thereof, as applicable. Except where otherwise indicated, references to a “third party” to this Agreement shall not include any DRM Provider or its officers, directors, employees or agents, but shall include its other Affiliates. Reference hereunder to any date shall mean 11:59 pm United States Eastern time on such date. The words “pursuant to” shall be deemed to be followed by the phrase “and in accordance with.” If a term is given one definition in the Ecosystem Specifications and a different definition elsewhere in this Agreement, the definition given in the Ecosystem Specifications shall apply with respect to the Ecosystem Specifications and the definition given elsewhere in this Agreement shall apply to all other references herein. In the event of any conflict between the terms of the DRM Provider Participation Rules and the Ecosystem Specifications, the DRM Provider Participation Rules shall control.

2. DRM APPROVAL AND PARTICIPATION REQUIREMENTS FOR DOWNLOAD FULFILLMENT

2.1 Approval Generally.

Pursuant to DECE’s submission process for digital rights management systems to be considered for implementation in the Ecosystem to protect UltraViolet Content, DRM Provider or its designee submitted the DRM for consideration and the DRM was provisionally approved by DECE for use for Download Fulfillment within the Ecosystem. DRM Provider or its designee has also submitted the additional information and materials required by DECE in connection with obtaining final approval from DECE for use for Download Fulfillment within the Ecosystem, including those set forth in Sections 2.2 and 2.3 below. Subject to DRM Provider’s compliance with the terms of this Agreement, DRM Provider is hereby granted final approval for implementation of the DRM in the Ecosystem pursuant to this Agreement. The Parties will work in good faith to provide each other with the information required to allow the DRM to operate in the Ecosystem.

2.2 Compliance & Robustness Rules & Standards.

2.2.1 DRM Providers Licensing the DRM for Implementation by Third Parties

. The provisions of this Section 2.2.1 apply if and when DRM Provider licenses the DRM for implementation by third parties (e.g., if DRM Provider licenses a specification or SDK for the DRM to tThird pParties for implementation). As part of the final approval process, DRM Provider is required to submit to DECE a written copy of the DRM’s compliance and robustness rules applicable to UltraViolet implementations of the DRM (the “DRM Compliance & Robustness Rules”). DRM Provider hereby certifies that it has submitted its DRM Compliance & Robustness Rules to DECE and that such DRM Compliance & Robustness Rules are current and accurate as of the Effective Date. Each DRM Provider License for the DRM shall provide that all DRM Clients must comply with the DRM Compliance & Robustness Rules with respect to the DRM. Any Changes to the DRM Compliance & Robustness Rules after the Effective Date will be addressed in accordance with the provisions of Article 3 below.

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2.2.2 DRM Providers Implementing DRM Clients

. The provisions of this Section 2.2.2 apply if and when DRM Provider implements a DRM Client, provided that if a DRM Provider is both implementing a DRM Client and licensing the DRM for implementation by Third Parties, DRM Provider may fulfill its obligations under this Section 2.2.2 by complying with the DRM Compliance and Robustness Rules in its implementations. As part of the final approval process, DRM Provider is required to document and submit to DECE a written copy of the DRM’s compliance and robustness standards applicable to UltraViolet implementations of the DRM (the “DRM Compliance & Robustness Standards”). DRM Provider hereby certifies that it has documented and submitted its DRM Compliance & Robustness Standards to DECE and that such DRM Compliance & Robustness Standards are current and accurate as of the Effective Date. DRM Provider shall comply with such DRM Compliance & Robustness Standards in all its UltraViolet implementations. Any Changes to the DRM Compliance & Robustness Standards after the Effective Date will be addressed in accordance with the provisions of Article 3 below.

2.3 Security Breach Response Procedures

. As part of the final approval process, DRM Provider is required to submit to DECE information outlining its response procedures for addressing security breaches of the DRM system or technology (“DRM Breach Response Procedures”). DRM Provider hereby certifies that it has submitted its DRM Breach Response Procedures to DECE and that such DRM Breach Response Procedures are current and accurate as of the Effective Date. DRM Provider shall follow the DRM Breach Response Procedures. Any proposed changes to the DRM Breach Response Procedures after the Effective Date will be addressed in accordance with the provisions of Article 3 below.

2.4 Reevaluation of Approval

. Notwithstanding the final approval of the DRM for implementation in the Ecosystem as of the Effective Date, in the event that as of the one year anniversary of the Effective Date, no Client Implementer has implemented the DRM in the Ecosystem, DECE may terminate this Agreement upon thirty (30) days written notice thereof to DRM Provider.

2.5 DRM Provider Participation Rules

. DRM Provider shall at all times during the Term comply with the DRM Provider Participation Rules.

2.6 DRM Provider Licenses

. DRM Provider shall offer, on fair and reasonable terms, a license, under any intellectual property rights owned by the DRM Provider or that the DRM Provider otherwise has the rights to license, to implement the DRM in the Ecosystem worldwide to (i) those Client Implementers that choose to implement the DRM in the Ecosystem, (ii) those Download Service Providers that choose to implement the DRM in the Ecosystem and (iii) DECE and Coordinator to the extent either requires a DRM Provider License in order to maintain and operate a backup

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system for the services being provided by Download Service Providers in connection with issuing DRM licenses. The foregoing licensing commitment shall apply for so long as such DRM remains a DRM approved for use in the Ecosystem with respect to any UltraViolet Licensee.

2.7 Use of DRM Provider’s Name and DRM Product Name

. DECE may, in its sole discretion, include the DRM Provider’s name and logo and the DRM product name and logo in one or more lists of the DECE-approved digital rights management systems, including, but not limited to, a list on the DECE website and in printed DECE promotional materials. Any such use of the DRM Provider’s name and logo shall be in conformance with the DRM Provider’s usage rules as provided by DRM Provider from time to time.

2.8 No License

. Neither this Agreement nor the disclosure of any DECE Confidential Information will be construed as granting DRM Provider or any Authorized Recipient (either expressly, by implication or estoppel, or otherwise) any license or immunity under any copyright, patent, trade secret, trademark, or other intellectual property right now or hereafter owned or controlled by DECE or any of its Members, or any right to use, exploit or further develop the same. Without limiting the generality of the foregoing, no license to the Ecosystem Specifications is granted to DRM Provider hereunder.

3. CHANGE MANAGEMENT AND DRM PROVIDER LICENSE COMPLIANCE.

3.1 DECE-Initiated Changes.

3.1.1 DECE-Initiated Changes

. DECE may, from time to time, reasonably request changes to the DRM as deployed in the Ecosystem (alone or together with changes to other digital rights management systems being used in the Ecosystem and including, for the avoidance of doubt, any changes to the DRM as deployed in the Ecosystem resulting from changes to the Ecosystem Specifications) (“DECE-Requested Changes”). DECE and DRM shall provide DRM the opportunity to review such DECE-Requested Changes prior to their adoption by DECE. DECE shall determine the length of time of such review period; provided, however, that in no event shall the review period be less than thirty (30) days.

3.1.2 Comment Period

. During the review period referenced in Section 3.1.1, DRM Provider shall have the right to provide comments to DECE on the proposed DECE-Requested Changes and to consult with DECE with respect to such proposed DECE-Requested Changes, as the case may be. Upon the request of DRM Provider, DECE shall consider in good faith the views expressed by DRM Provider with respect to such DECE-Requested Changes, as applicable, including any

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information provided by DRM Provider during the review period regarding the potential impact of the adoption or nonadoption of such DECE-Requested Changes, including, without limitation, the potential impact of any Changes on the DRM as implemented in the Ecosystem and the DRM Licensees. DRM Provider hereby grants DECE a worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferrable copyright license to distribute, reproduce, display, create derivative works of and otherwise use any comments or feedback provided by DRM Provider pursuant to this Section 3.1.2.

3.1.3 Implementation of Changes

. In the event that during the applicable review period or thereafter DECE notifies DRM Provider that any DECE-Requested Change will require Changes to the DRM, DRM Provider shall notify DECE within thirty (30) days thereafter: (i) whether DRM Provider agrees to make and implement the Changes, and (ii) if the DRM Provider agrees to make and implement the Changes, the DRM Provider’s proposed timeframe for making and implementing such Changes. Implementation of Changes to the DRM shall mean taking all actions required to implement the DRM that are within the control of the DRM Provider, including in the case of DRMs offered as SDKs, making the Changes in the SDK and enabling and enforcing the implementation of such Changes via enforcement of the DRM Provider’s compliance rules for DRM Licensees. If requested by DRM Provider, DECE and DRM Provider shall engage in good faith discussions concerning the Changes to the DRM for up to thirty (30) days following DRM Provider’s response. As part of such discussions, DECE shall consider in good faith the views expressed by DRM Provider with respect to such DECE-Requested Change, including any information provided by DRM Provider during the review period regarding the potential impact of the adoption or nonadoption of such changes, including, without limitation, the potential impact of any changes on the DRM as implemented in the Ecosystem and the DRM Licensees. DECE shall have the right to decide whether after such discussions, it requires such Change to be made and implemented. In the event that notwithstanding such discussions DECE requires DRM Provider to make and implement the Change and DRM Provider does not (i) agree in writing to make and implement the Change within a time period reasonably satisfactory to DECE, or (ii) make and implement the Change within such time period, then, DECE shall have the right upon written notice to the DRM Provider to restrict or prohibit the use of the DRM by UltraVioletDECE Licensees or Licensed Products and Services implementing versions of the Ecosystem Specifications that contain new functionality and are adopted after DECE requested such Change, provided, however, that the DRM shall remain an approved DRM with respect to versions of the Ecosystem Specifications adopted prior to the request for such Change and new versions that do not contain new functionality, in each such case for so long during the Term as such versions of the Ecosystem Specifications continue to be supported by DECE in the Ecosystem. The foregoing remedy shall constitute DECE’s sole and exclusive remedy with respect to a DRM Provider not implementing a Change; provided, however, if a failure to implement such Change (i) has a material and adverse effect on the integrity or security of the Ecosystem or UltraViolet Content; or (ii) has a material and adverse effect on the ability of any Covered Products or Services to comply with Compliance Rules or Ecosystem Specifications, then DECE shall also have the right to terminate the Primary Term of this Agreement by written notice to DRM Provider as of the date specified in such notice and commence the Wind-Down Period

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3.2 DRM Provider Initiated Changes

3.2.1 Approval of DRM Change Management Process.

DRM Provider may submit a change management process for the DRM to DECE for approval. If DECE approves such change management process, DECE shall approve such change management process by issuing DRM Provider a written certification in the form attached hereto as Exhibit A specifying that such DRM change management process has been approved for the DRM. Any change management process for the DRM approved as provided in this Section 3.2.1 shall be referred to as an “Approved DRM Change Management Process”.

3.2.2 Changes Under Approved DRM Change Management Process.

If DRM Provider has an Approved DRM Change Management Process for the DRM, and DRM Provider wishes to deploy a Change in the version of the DRM implemented in the Ecosystem and Covered by such Approved DRM Change Management Process, then DRM Provider shall follow the Approved DRM Change Management Process to completion prior to deploying such proposed Change in the version of the DRM implemented in the Ecosystem.

3.2.3 Other DRM Provider Initiated Changes.

3.2.3.1 Applicability.

In the event that DRM Provider wishes to deploy a Change and either (i) there is no Approved DRM Change Management Process or (ii) such Change is not Covered by the Approved DRM Change Management Process, then the terms of this Section 3.2.3 shall apply with respect to such proposed Change.

3.2.3.2 Notice, Classification and Discussion of Changes.

DRM Provider shall provide DECE with advance written notice of each such Change governed by this Section 3.2.3. Such notice (the “DRM Change Notice”) shall specify in detail the nature of the proposed Change and whether DRM Provider believes the Change is a Restricted Change. Within thirty (30) days after receipt of the DRM Change Notice (the “DECE Response Period”), DECE shall notify DRM Provider if DECE desires a discussion period regarding such proposed Change. If DECE does not notify the DRM Provider within the DECE Response Period, that DECE desires a discussion period, the DRM Provider may proceed to deploy such Change in the version of the DRM implemented in the Ecosystem. If DECE notifies the DRM Provider within the DECE Response Period that DECE desires a discussion period, then DRM Provider and DECE shall discuss the proposed Change for a period of thirty (30) days or such longer time frame as the Parties agree (the “Discussion Period”). During the Discussion Period, DRM Provider shall provide DECE with such additional information regarding the proposed Change as reasonably requested by DECE and

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DECE and DRM Provider shall try to resolve any differences concerning whether the proposed Change is a Restricted Change, and if so whether such Change should be implemented. Upon the request of DRM Provider, during the Discussion Period DECE shall consider in good faith the views expressed by DRM Provider with respect to such proposed Change, as applicable, including any information provided by DRM Provider during the review period regarding the potential impact of the adoption or nonadoption of such proposed Change, including, without limitation, the potential impact of such proposed Change on the DRM as implemented in the Ecosystem and the DRM Licensees. If during the Discussion Period, the Parties agree that a Change is not a Restricted Change or that such Change is a Restricted Change but may be implemented, DECE shall document such decision in writing and the DRM Provider may proceed to deploy such Change in the version of the DRM implemented in the Ecosystem. If the Parties agree during the Discussion Period that the proposed Change is a Restricted Change, but DECE does not agree to permit the deployment of such Change, DRM Provider shall not deploy the proposed Change in the version of the DRM implemented in the Ecosystem. In the event that notwithstanding the lack of approval from DECE, DRM Provider makes and implements a Restricted Change, then DECE shall have the right, as its sole and exclusive remedy, to terminate the Primary Term of this Agreement by written notice to DRM Provider as of the date specified in such notice and commence the Wind-Down Period.

3.2.3.3 Arbitration Over Restricted Changes.

If the Parties are unable to agree during the Discussion Period as to whether the proposed Change is a Restricted Change, then (a) at any time thereafter either Party may submit the issue of whether the change is in fact a Restricted Change to binding arbitration in accordance with Exhibit C and (b) DRM Provider shall not deploy the proposed Change in the version of the DRM implemented in the Ecosystem unless and until the arbitrator determines that the proposed Change is not a Restricted Change or DECE approves the implementation of such Change in writing. If the matter is submitted to arbitration pursuant to this Section 3.2.3.3, the arbitrator shall be empowered solely to determine whether the proposed Change is a Restricted Change. Upon or following a finding by the arbitrator that the proposed Change is not a Restricted Change, DRM Provider may deploy the Change in the version of the DRM implemented in the Ecosystem. Upon or following a finding by the arbitrator that the proposed Change is a Restricted Change, DRM Provider shall not deploy the proposed Restricted Change in the version of the DRM implemented in the Ecosystem unless it receives written notice from DECE approving implementation of such Restricted Change.

3.2.4 Disputed Past Changes.

In the event that either Party becomes aware that DRM Provider has made a Restricted Change that was not made in compliance with Section 3.2.2 or 3.2.3, the terms of this Section 3.2.4 shall apply. The Party that becomes aware that such a Restricted Change may have been made shall notify the other that it has a good faith belief that a Restricted Change was made other than in compliance with Sections 3.2.2 or 3.2.3 and the Parties shall thereafter promptly discuss the matter in good faith and DECE shall consider in good faith the views expressed by DRM Provider with respect to such past Change, including any information provided by DRM Provider during the thirty (30) day period following such notice regarding the potential impact of the past Change, including, without limitation, the potential impact of such

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Change on the DRM as implemented in the Ecosystem and the DRM Licensees. If the matter is not resolved to DECE’s satisfaction within sixty (60) days of the notice, which resolution may include a determination by DECE that the implementation of such Change, even if it was a Restricted Change, is acceptable to DECE, either Party may submit the issue of whether the Change was in fact a Restricted Change to binding arbitration in accordance with the procedures set forth in Exhibit C. The arbitrator shall be empowered solely to determine whether (a) the Change was a Restricted Change and (b) if so, whether DRM Provider complied with the terms of Section 3.2.2 or 3.2.3. Upon a determination by the arbitrator that the Change was not a Restricted Change or that it was a Restricted Change for which DRM Provider complied with Sections 3.2.2 and 3.2.3, DRM Provider may continue to support the version of the DRM implemented in the Ecosystem with the past Change. Upon or following a finding by the arbitrator that the past Change is a Restricted Change for which DRM Provider did not comply with Sections 3.2.2 and 3.2.3, DRM Provider shall (i) promptly commence steps, in accordance with the applicable terms of each DRM License Agreement, to reverse the Change in the version of the DRM used for Ecosystem applications, (ii) complete such reversal within ninety (90) days of DRM Provider’s receipt of such finding by the arbitrator, and (iii) continue to support the version of the DRM implemented in the Ecosystem prior to such Change or, in the event (i), (ii) and (iii) hereof are commercially impractical, (iv) elect to terminate the Primary Term of this Agreement and commence the Wind-Down Period.

3.3 DRM Provider License Compliance.

3.3.1 Compliance with DRM Provider License.

In the event a DRM Client utilized by one or more Licensed Clients fails to comply in one or more material respects with the technical, implementation-related aspects of its the relevant DRM Licensee’s DRM Provider License in violation of the requirements of the Client Implementer Agreement applicable to each such Licensed Client, DECE shall be entitled to initiate a DRM Client Equitable Relief Action set forth in such Client Implementer Agreement on the terms and subject to the conditions set forth in this Section 3.3.

3.3.2 Notice of Suspected Noncompliance.

In the event that DECE suspects that a particular DRM Client licensed, directly or indirectly, by DRM Provider for utilization by one or more Licensed Clients (a) does not comply in one or more material respects with the technical, implementation-related aspects of its DRM Provider License and (b) failure to enforce such noncompliance would constitute a Material Failure to Enforce, DECE shall provide DRM Provider written notice of such suspected noncompliance (a “Noncompliance Notice”). A Noncompliance Notice will include reasonable detail regarding the suspected non-compliance. DECE shall also provide a written notice to the relevant Client Implementer informing it that DECE has sent a Noncompliance Notice to the DRM Provider indicating that the DRM Client utilized by one or more of Client Implementer’s Licensed Clients is alleged to be in material noncompliance with the technical, implementation-related aspects of its DRM Provider License.

3.3.3 Response to Noncompliance Notice.

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Following receipt of a Noncompliance Notice, DRM Provider shall have 15 Business Days to respond to DECE indicating one of the following:

(a) The non-compliance has been remedied.

(b) DRM Provider and the applicable DRM Licensee have developed a remediation plan (the details of which are also provided to DECE at the time of such notice).

(c) DRM Provider is diligently engaging in discussions with the applicable DRM Licensee and/or with one or more DRM Third Party Beneficiaries to identify the problem and determine the appropriate course of action.

(d) DRM Provider has chosen to take no action and the reason for such inaction.

(e) DRM Provider or one or more DRM Third Party Beneficiaries has initiated litigation against the applicable DRM Licensee.

Such response shall also indicate whether DRM Provider agrees or disagrees with DECE’s determination that failure to enforce would constitute a Material Failure to Enforce.

3.3.4 Non-Responding DRM Provider.

If DRM Provider fails to respond to DECE’s initial Noncompliance Notice within the 15 Business Day period with one of the responses set forth in Section 3.3.3, DECE may send a second similar notice to DRM Provider which clearly indicates that such notice is the second notification of the issue, and if DRM Provider fails to respond to the second notice within 15 Business Days thereafter, then after notice to DRM provider DECE may initiate a DRM Client Equitable Relief Action described in the Client Implementer Agreement applicable to each affected Licensed Client without waiting for the expiration of the Waiting Period. Such event shall be presumed to constitute a Material Failure to Enforce. If DRM Provider responds to the second Noncompliance Notice, the process shall proceed as set forth in Section 3.3.5, provided, however, that the 15 Business Day period in which to respond to the Noncompliance Notice shall be shortened to 10 Business Days with respect to such second notice.

3.3.5 Response to Noncompliance Notice.

If DRM Provider responds to the Noncompliance Notice with one of the responses set forth in Section 3.3.3, DECE shall have the following options depending on which response is provided.

3.3.5.1 Noncompliance Remedied. In the event DRM Provider indicates the non-compliance has been remedied, DRM Provider shall explain the basis for such determination and DECE shall have 15 Business Days in which to disagree with such conclusion.

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3.3.5.1.1 Parties Disagree. If DECE disagrees as to whether such non-compliance has been remedied, DECE and DRM Provider shall attempt in good faith for a period of no less than 30 days (or such other period as may be agreed by the parties) to resolve such disagreement and determine whether a satisfactory approach to remediation can be agreed upon. Each party shall make individuals with the appropriate expertise to address the issue reasonably available for such discussions. If, at the end of such discussion period: (1) DECE and DRM Provider agree that the noncompliance has been remedied, Section 3.3.5.1.2 shall apply; (2) a remediation plan satisfactory to DECE and DRM Provider has been developed, Section 3.3.5.2.2 shall apply; or (3) if DECE and DRM Provider remain in disagreement about whether the non-compliance has been remedied and no remediation plan satisfactory to DECE and DRM Provider has been developed, then after notice to DRM Provider, DECE may initiate a DRM Client Equitable Relief Action pursuant to the Client Implementer Agreement applicable to each affected Licensed Client without waiting for the expiration of the Waiting Period.

3.3.5.1.2 Parties Agree. If DECE agrees that the non-compliance has been remedied the process shall conclude with no further action.

3.3.5.2 Remediation Plan Developed. In the event DRM Provider indicates that DRM Provider and the applicable DRM Licensee have developed a remediation plan, DECE shall have 15 Business Days in which to object to the details of such plan provided by DRM Provider.

3.3.5.2.1 Parties Disagree. If DECE objects, DECE and DRM Provider shall attempt in good faith for a period of no less than 30 days (or such other period as may be agreed by the parties) to develop a mutually satisfactory approach to remediation. Each party shall make individuals with the appropriate expertise to address the issue reasonably available for such discussions. If, at the end of such discussion period: (1) a remediation plan satisfactory to DECE and DRM Provider has been developed, Section 3.3.5.2.2 shall apply; or (2) DECE and DRM Provider do not agree on a satisfactory remediation plan, then after notice to DRM Provider, DECE may initiate a DRM Client Equitable Relief Action pursuant to the Client Implementer Agreement applicable to each affected Licensed Client without waiting for the expiration of the Waiting Period.

3.3.5.2.2 Parties Agree. If DECE does not object to the remediation plan, the process shall conclude with no further action; provided, however, that in the event DRM Licensee fails to implement such remediation plan pursuant to its terms then, after notice to DRM Provider, DECE may initiate a DRM Client Equitable Relief Action pursuant to the Client Implementer Agreement applicable to each affected Licensed Client without waiting for the expiration of the Waiting Period.

3.3.5.3 Discussions Underway. In the event that DRM Provider is diligently engaging in discussions with the applicable DRM Licensee and/or DRM Third Party Beneficiaries to identify the problem and determine the appropriate course of action and notifies DECE of the same, DRM Provider shall have another 15 Business Days from such indication to update DECE on the progress of such discussions. At the end of such period,

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DRM Provider shall indicate that the (a) non-compliance has been remedied (at which point the process shall proceed as set forth in Section 3.3.5.1), (b) a remediation plan has been put in place (at which point the process shall proceed as set forth in Section 3.3.5.2), (c) litigation has been initiated by the DRM Provider or one or more eligible DRM Third Party Beneficiaries (at which point the process shall proceed as set forth in Section 3.3.5.5) or (d) no action is going to be taken (at which point the process shall proceed as set forth in Section 3.3.5.4). In the event DRM Provider is diligently engaged in discussions with a DRM Licensee pursuant to this Section 3.3.5.3 and requests additional time to determine the appropriate course of action, DECE shall consider the request in good faith and may elect to extend the 15 Business Day period set forth in this Section 3.3.5.3.

3.3.5.4 No Action. In the event that DRM Provider indicates that it has chosen to take no action, it shall provide reasonable detail regarding its reasoning for making such a decision including whether it believes a compliance issue exists. DRM Provider will also indicate whether any DRM Third Party Beneficiaries are eligible to take any action.

3.3.5.4.1 Parties Agree & No 3rd Party Beneficiaries Exist. If DRM Provider states that it believes a compliance issue exists (or does not express any opinion on the issue) and no DRM Third Party Beneficiaries exist then, after notice to DRM Provider, DECE may initiate a DRM Client Equitable Relief Action pursuant to the Client Implementer Agreement applicable to each affected Licensed Client without waiting for the expiration of the Waiting Period.

3.3.5.4.2 Parties Agree & 3rd Party Beneficiaries Exist. If DRM Provider states that it believes a compliance issue exists (or does not express any opinion on the issue) and (a) one or more DRM Third Party Beneficiaries exist or (b) DRM Provider has made generally available a commercially reasonable agreement pursuant to which a party may obtain rights as a DRM Third Party Beneficiary which rights would be immediately available and effective as to the compliance issue if such party entered into such agreement, then DRM Provider shall have an additional 30 day period at the conclusion of which it must indicate to DECE whether any such DRM Third Party Beneficiaries have initiated any action under the DRM Provider License; provided, however, that if a DRM Provider originally responded that discussions were underway as provided in Section 3.3.5.3, such period shall only extend for an additional 15-Business Days. If no DRM Third Party Beneficiary has initiated action as of the end of such 30 day or 15-Business Day period (as applicable), then after notice to DRM Provider, DECE may initiate a DRM Client Equitable Relief Action pursuant to the Client Implementer Agreement applicable to each affected Licensed Client without waiting for the expiration of the Waiting Period.

3.3.5.4.3 Parties Disagree. If DRM Provider indicates that it does not believe any compliance issue exists with the applicable DRM Client, then at DECE’s request DECE and DRM Provider shall attempt in good faith for a period of no less than 30 days (or such other period as may be agreed by the parties) to resolve such disagreement as to whether such non-compliance exists; provided, however, that if a DRM Provider originally responded that discussions were underway as provided in Section 3.3.5.3, such period shall only extend for an additional 15 Business Days. If, at the end of such period,

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DECE and DRM Provider agree that no compliance issue exists, the process shall conclude with no further action. If, alternatively, DECE and DRM Provider agree that a compliance issue does exist, the DRM Provider must respond in accordance with Section 3.3.3(a), (b), (c) or (e) and the process shall proceed as set forth in the appropriate section of this Section 3.3.5; provided, however, that any additional discussion period shall only extend for an additional 10 Business Days. Finally, if DECE and DRM Provider are unable to reach agreement as to whether a compliance issue exists by the end of the 30-day or 15-Business Day period above, then after notice to DRM Provider, DECE may initiate a DRM Client Equitable Relief Action pursuant to the Client Implementer Agreement applicable to each affected Licensed Client without waiting for the expiration of the Waiting Period.

3.3.5.5 Litigation or Arbitration Against DRM Licensee. Notwithstanding anything to the contrary set forth herein, in the event that DRM Provider or one or more DRM Third Party Beneficiaries in good faith initiates and pursues litigation or arbitration against the applicable DRM Licensee prior to expiration of the Waiting Period, then DECE shall not be able to initiate a DRM Client Equitable Relief Action pursuant to the Client Implementer Agreement applicable to each affected Licensed Client until after the expiration of the Waiting Period, provided, however, that any such good faith litigation or arbitration will be sufficient to preclude a finding of a Material Failure to Enforce hereunder.

3.3.5.6 Client Implementer Mitigation. If an affected Client Implementer disables the ability of its Licensed Application to operate with the applicable DRM Client prior to the expiration of the applicable Waiting Period or prior to such earlier time as DECE may be entitled to act under this Section 3.3, such action by the Client Implementer will be sufficient to preclude a finding of a Material Failure to Enforce hereunder.

3.3.6 Expiration of Waiting Period.

The provisions of this Section 3.3 are intended to give DRM Provider a reasonable time period in which to address the suspected noncompliance in accordance with DRM Provider’s own internal processes or to permit one or more DRM Third-Party Beneficiaries to initiate an action to enforce. However, in the event that the noncompliance identified in a Noncompliance Notice has not been remedied (or is not in the process of being remedied) to the satisfaction of DECE prior to the expiration of the Waiting Period, then, notwithstanding any other provision contained herein, at any time thereafter upon written notice to DRM Provider and the applicable Client Implementer, DECE may initiate a DRM Client Equitable Relief Action pursuant to the Client Implementer Agreement applicable to each affected Licensed Client.

3.3.7 Repeated Failure to Enforce.

In the event (i) DECE initiates a DRM Client Equitable Relief Action at least once with regard to any DRM Client licensed, directly or indirectly, by DRM Provider, and DECE is the prevailing party of the arbitration element of such DRM Client Equitable Relief Action or such DRM Client Equitable Relief Action is settled or dismissed because the Client Implementer takes remedial action after initiation of the DRM Client Equitable Relief Action to address the noncompliance, and (ii) DRM Provider has two or more Material Failures to Enforce

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in any one year (including for such purposes the incident triggering such DRM Client Equitable Relief Action), or three or more Material Failures to Enforce during the term of this Agreement (including for such purposes the incident triggering such DRM Client Equitable Relief Action), then (iii) DRM Provider shall be deemed to have made a “Constructive Restricted Change” and DECE shall have the right upon notice to DRM Provider to immediately commence the Wind-Down Period. For purposes of this provision, a series of substantially related incidents arising from the same event, or series of connected events, shall constitute a single Material Failure to Enforce. For the avoidance of doubt, “Constructive Restricted Changes” will not be considered to be covered by any Approved DRM Change Management Processes.

3.3.8 Arbitration over Material Failures to Enforce.

Notwithstanding anything to the contrary contained herein, if DRM Provider and DECE disagree as to whether (a) a suspected noncompliance exists or (b) the actions or inactions of DRM Provider pursuant to Section 3.3.5 constitute a Material Failure to Enforce, then, at the request of either party, DECE and DRM Provider shall attempt in good faith for a period of no less than 30 days (or such other period as may be agreed by the parties) to resolve such disagreement. Each party shall make individuals with the appropriate expertise to address the issue reasonably available for such discussions. If, at the end of such period, no agreement exists between DECE and DRM Provider, either party may commence within 90 days after the date of the initial Noncompliance Notice expedited arbitration in accordance with Exhibit C hereto to resolve such disagreement, in which case any action by DECE based on a determination that such incident constitutes a Material Failure to Enforce shall be stayed until the end of such arbitration. The arbitrator’s determination shall be binding.

3.3.9 List of Noncompliant DRM Clients.

DECE shall have the right to publish a list of any DRM Clients that are found to be noncompliant.

3.4 Costs and Expenses.

Except as otherwise expressly provided herein, any Changes or other efforts made or expended by DRM Provider in furtherance of this Section 3 shall be at DRM Provider’s sole cost and expense.

4. SECURITY REQUIREMENTS

In addition to any security-related changes that DRM Provider may be required to implement pursuant to Section 3.1, throughout the Term, the DRM Provider shall (a) maintain the security of the DRM and of the procedures and operations of the DRM Provider relative to the DRM at a level no less than the level as of the Effective Date, and (b) use commercially reasonable efforts to make improvements and changes reasonably necessary to protect against any vulnerabilities that would have a material and adverse effect on the integrity or security of the Ecosystem or UltraViolet Content.

5. FEES (NO FEES).

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DECE and DRM Provider hereby agree there shall be no fees under this Agreement. This Section 5 does not limit the ability of DRM Provider to charge fees pursuant to and in accordance with Section 2.6.

6. CONFIDENTIALITY/EXPORT BY DRM PROVIDER

6.1 Permitted Use of DECE Confidential Information.

DRM Provider shall, except as otherwise expressly provided in another DECE agreement that allows for such DRM Provider to disclose or use DECE Confidential Information, (a) keep all DECE Confidential Information confidential, (b) not use DECE Confidential Information for any purpose other than to exercise its rights under this Agreement, and (c) not disclose the DECE Confidential Information to any Person, in each case without prior written approval from DECE, except for disclosures to (x) DRM Provider and its employees, directors, officers, attorneys, accountants, agents, representatives, and to employees of DRM Provider’s subcontractors (collectively, “Authorized Recipients”), in each case who (i) have a need to know or use such DECE Confidential Information in order to enable DRM Provider to exercise its rights and perform its obligations under this Agreement and (ii) are advised of the confidential and proprietary nature of such DECE Confidential Information and, in the case of disclosure to third-party Authorized Recipients not already bound by fiduciary obligations of confidentiality, are bound by confidentiality obligations that are no less restrictive than the obligations in this Agreement relating to DECE Confidential Information, except that such Authorized Recipients shall not have the right to further disclose DECE Confidential Information and provided that DRM Provider shall be liable for any breach of the confidentiality obligations set forth in this Agreement by any such Person to whom DRM Provider makes a disclosure pursuant to the foregoing and (y) other UltraViolet Licensees, or their Controlled Affiliates, entitled to receive such information under their respective UltraViolet License Agreements. DRM Provider may otherwise use and disclose in its business the increased or enhanced knowledge retained in the unaided memories (without use of or reference to DECE Confidential Information in any tangible form) of Authorized Recipients as a result of their exposure to the DECE Confidential Information (a “DRM Residual”); provided, however, that the foregoing right to use and disclose DRM Residuals shall not (i) include the right to use or disclose any personally identifiable information relating to Users or UltraViolet Accounts or (ii) constitute a license to any underlying rights in the applicable DECE Confidential Information. DRM Provider shall not intentionally memorize the DECE Confidential Information so as to reduce it to an intangible form for the purpose of creating a DRM Residual or using the same. Without limiting the foregoing, DRM Provider shall employ procedures for safeguarding DECE Confidential Information at least as rigorous as such DRM Provider would employ for its own confidential information, but no less than a reasonable degree of care.

6.2 Confidentiality Exceptions.

The obligations set forth in Section 6.1 shall not apply to any information that (a) is or becomes generally known to the public through no fault of any Person to whom DRM Provider discloses DECE Confidential Information; (b) is or becomes rightfully in DRM Provider’s possession free of any obligation of confidence; (c) is or was developed by DRM Provider (whether independently or jointly with others) independently of and without reference

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to any DECE Confidential Information; or (d) was communicated by or on behalf of DECE to an unaffiliated third party free of any obligation of confidence. In the event that DRM Provider is required to disclose any portion of such DECE Confidential Information by operation of law or in connection with a judicial or governmental proceeding or arbitration (whether by oral questions, interrogatories, requests for information, subpoena, civil investigative demand or similar process) or to establish its rights under this Agreement, such disclosure will be permissible, provided that DRM Provider shall first use reasonably diligent efforts to notify DECE in advance of such disclosure so as to permit DECE to request confidential treatment or a protective order prior to such disclosure.

6.3 Disclosure of DECE Status.

During the Term, DRM Provider shall have the right to disclose to third parties the fact that DRM Provider and DECE have entered into this Agreement and that DECE has approved the DRM for use in the Ecosystem pursuant to the terms of this Agreement.

6.4 Confidentiality Period.

The obligations set forth in this Section 6 shall be in effect during the Term and shall continue thereafter until three (3) years after termination or expiration of this Agreement; provided, however, that with respect to Technical Confidential Information, the obligations in this Section 6 shall be in effect during the Term and shall remain in effect thereafter.

6.5 Export.

DRM Provider acknowledges that commodities, software and technical data provided under this Agreement may be subject to restrictions under the export control laws of the United States, the European Union, Japan, Republic of Korea and other countries and jurisdictions, as applicable, including the US Export Administration Regulations, the US sanctions and embargo regulations, Council Regulation (EC) No. 1334/2000, the Japanese Foreign Exchange and Foreign Trade Law, and the Korean Foreign Trade Act. DRM Provider shall comply with all applicable laws and regulations of the United States, the European Union, Japan, Korea and all other countries and jurisdictions relating to the export or re-export of commodities, software, and technology insofar as they relate to its activities under this Agreement, and shall obtain any approval required under such laws and regulations whenever it is necessary for such export or re-export.

7. CONFIDENTIALITY/EXPORT BY DECE

7.1 Permitted Use of DRM Provider Confidential Security Information.

DRM Provider shall not disclose to DECE any information of a confidential or proprietary nature other than the DRM Provider Confidential Information, and, DECE shall have not obligation to maintain in confidence any information disclosed to DECE by DRM Provider other than as set forth in this Section 7.1. DECE shall, except as otherwise expressly provided in another DECE agreement that allows for DECE to disclose or use DRM Provider Confidential Information, (a) keep all DRM Provider Confidential Information confidential, (b) not use DRM

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Provider Confidential Information for any purpose other than to exercise its rights under this Agreement, and (c) not disclose DRM Provider Confidential Information to any Person, in each case without prior written approval from DRM Provider, except for disclosures to (x) DECE, its Members and its and their respective employees, directors, officers, attorneys, accountants, agents, representatives, and to employees of DECE’s subcontractors (collectively, “Authorized Recipients”), in each case who (i) have a need to know or use such DRM Provider Confidential Information in order to enable DECE to exercise its rights and perform its obligations under this Agreement and (ii) are advised of the confidential and proprietary nature of such DRM Provider Confidential Information and, in the case of disclosure to third-party Authorized Recipients not already bound by fiduciary obligations of confidentiality, are bound by confidentiality obligations that are no less restrictive than the obligations in this Agreement relating to DRM Provider Confidential Information, except that such Authorized Recipients shall not have the right to further disclose DRM Provider Confidential Information and provided that DECE shall be liable for any breach of the confidentiality obligations set forth in this Agreement by any such Person to whom DECE makes a disclosure pursuant to the foregoing and (y) UltraViolet Licensees, or their Controlled Affiliates, entitled to receive such information under their respective UltraViolet License Agreements. DECE may otherwise use and disclose in its business the increased or enhanced knowledge retained in the unaided memories (without use of or reference to DRM Provider Confidential Information in any tangible form) of Authorized Recipients as a result of their exposure to DRM Provider Confidential Information (a “DECE Residual”); provided, however, that the foregoing right to use and disclose DECE Residuals shall not constitute a license to any underlying rights in the applicable DRM Provider Confidential Information. DECE shall not intentionally memorize DRM Provider Confidential Information so as to reduce it to an intangible form for the purpose of creating a DECE Residual or using the same. Without limiting the foregoing, DECE shall employ procedures for safeguarding DRM Provider Confidential Information at least as rigorous as DECE would employ for its own confidential information, but no less than a reasonable degree of care.

7.2 Notification of Unauthorized Use or Disclosure.

DECE shall notify DRM Provider in writing promptly upon discovery by DECE of any unauthorized use or disclosure of DRM Provider Confidential Information, and DECE shall cooperate with DRM Provider to regain possession of such information and to prevent its further unauthorized use or disclosure.

7.3 Disclosure of DECE Status.

DECE shall have the right to disclose to third parties the fact that DECE has entered into this Agreement and that DECE has approved the DRM for use in the Ecosystem.

7.4 Confidentiality Exceptions.

The obligations set forth in Section 7.1 shall not apply to any information that (a) is or becomes generally known to the public through no fault of any Person to whom DECE discloses DRM Provider Confidential Information; (b) is or becomes rightfully in DECE’s possession free of any obligation of confidence; (c) is or was developed by DECE (whether independently or jointly with others) independently of and without reference to any DRM

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Provider Confidential Information; or (d) was communicated by or on behalf of DECE to an unaffiliated third party free of any obligation of confidence. In the event that DECE is required to disclose any portion of such DRM Provider Confidential Information by operation of law or in connection with a judicial or governmental proceeding or arbitration (whether by oral questions, interrogatories, requests for information, subpoena, civil investigative demand or similar process) or to establish its rights under this Agreement, such disclosure will be permissible, provided that DECE shall first use reasonably diligent efforts to notify DRM Provider in advance of such disclosure so as to permit DRM Provider to request confidential treatment or a protective order prior to such disclosure.

7.5 Confidentiality Period.

The obligations set forth in this Section 7 shall be in effect during the Term and shall continue thereafter until three (3) years after termination or expiration of this Agreement.

7.6 Export.

DECE acknowledges that commodities, software and technical data provided under this Agreement may be subject to restrictions under the export control laws of the United States, the European Union, Japan, Republic of Korea and other countries and jurisdictions, as applicable, including the US Export Administration Regulations, the US sanctions and embargo regulations, Council Regulation (EC) No. 1334/2000, the Japanese Foreign Exchange and Foreign Trade Law, and the Korean Foreign Trade Act. DECE shall comply with all applicable laws and regulations of the United States, the European Union, Japan, Korea and all other countries and jurisdictions relating to the export or re-export of commodities, software, and technology insofar as they relate to its activities under this Agreement, and shall obtain any approval required under such laws and regulations whenever it is necessary for such export or re-export.

8. REPRESENTATIONS AND ADDITIONAL COVENANTS

8.1 Authority.

Each Party represents that it has the full right and power to enter into and perform this Agreement according to the terms contained herein and that the Person signing this Agreement on its behalf is empowered to act on behalf of and to legally bind such Party.

8.2 Compliance with Law.

Each Party shall comply with all applicable laws, rules, and regulations in connection with its activities relating to this Agreement.

8.3 Agreement with Coordinator.

DRM Provider hereby covenants that it shall negotiate in good faith an agreement with each Coordinator providing each Coordinator with the royalty free right, with respect to the intellectual property rights owned by the DRM Provider or that the DRM Provider otherwise has the right to license, to use the DRM within the Ecosystem in accordance with and

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solely in order to fulfill its obligations under its DECE Coordinator Master Services Agreement (the “Coordinator DRM License Agreement”). DRM Provider shall, in each Coordinator DRM License Agreement, expressly permit assignment of the Coordinator DRM License Agreement to DECE or a successor Coordinator, without DRM Provider’s consent or any conditions other than notice to DRM Provider and the assignee’s compliance with the terms of the Coordinator DRM License Agreement. At the request of DECE, as an alternative to assignment of a Coordinator DRM License Agreement, DRM Provider shall promptly enter into an agreement with DECE or a successor Coordinator under terms substantially similar to such Coordinator DRM License Agreement.

8.4 No Claims Against DECE.

DRM Provider covenants not to commence or maintain any claims or action against DECE or its Members (acting in their capacity as such) arising from the approval or use of any other DECE-approved digital rights management system in the Ecosystem. The foregoing will not be construed as a license to implement the DRM in the Ecosystem.

8.5 Non-Discrimination Regarding DECE-Approved DRMs.

DECE shall not endorse one or more DECE-approved digital rights management systems to the exclusion of other DECE-approved digital rights management systems. DECE acknowledges that DRM Provider is relying upon DECE’s obligations under this Section 8.5 as an essential part of the bargain between the Parties, without which DRM Provider would not have entered into this Agreement.

8.6 Data Privacy.

DRM Provider shall not use the DRM to collect from Users within the Ecosystem any personally identifiable information or information from which personally identifiable information could be derived. In the event DRM Provider believes that (i) changes to the Ecosystem by DECE require DRM Provider to collect personally identifiable information or information from which personally identifiable information could be derived, or (ii) under applicable law the information being collected by the DRM is deemed personally identifiable information or information from which personally identifiable information could be derived, then DRM Provider shall promptly initiate good faith discussions with DECE concerning each Party’s obligations and restrictions as necessary to comply with applicable law.

9. TERM/TERMINATION

9.1 Term.

The initial term of this Agreement shall commence upon the Effective Date and shall continue in full force and effect until the fifth anniversary thereof (the “Initial Term”) unless sooner terminated in accordance with the terms of this Agreement or renewed pursuant to the terms hereof. Upon the expiration of the Initial Term, the term of the Agreement shall continue for successive one (1) year periods unless either Party notifies the other that it does not wish to commence a renewal term at least ninety (90) days prior to the end of the Initial Term or

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then-current renewal term, as the case may be. The Initial Term together with any renewal terms, is collectively referred to herein as the “Primary Term”. Upon expiration or termination of the Primary Term for any reason (except in the event of termination of the Primary Term pursuant to Section 2.4), the Agreement shall continue in full force and effect for a period of twenty-four months thereafter or for such longer period as the Parties mutually agree (the “Wind-Down Period”). The Primary Term together with the Wind-Down Period is collectively referred to herein as the “Term”.

9.2 Termination.

In addition to any other termination rights provided elsewhere in this Agreement, the following termination rights shall apply:

9.2.1 Termination by DRM Provider.

DRM Provider shall have the right at any time, after the Initial Term, to terminate the Primary Term upon ninety (90) days prior written notice to DECE.

9.2.2 Termination for Breach.

Either Party may terminate the Primary Term for any material breach by the other Party, by providing prior written notice, specifying the material breach, to the other Party and affording the other Party an opportunity to cure the breach if such breach is capable of cure within the cure period specified below. If the breach is not fully cured, or not capable of being fully cured, within thirty (30) days of the other Party receiving such notice (or such other time period as agreed to in writing by the Parties), the Party alleging breach may terminate the Primary Term upon notice to the breaching Party.

9.2.3 Avoidance of Legal Liability.

9.2.3.1 Termination by DECE.

DECE may terminate the Primary Term in the event DECE, acting reasonably, determines it is necessary to do so to avoid potential legal liability for DECE or its Members (acting in their capacity as such) by providing thirty (30) days written notice to DRM Provider.

9.2.3.2 Termination by DRM Provider.

DRM Provider may terminate the Primary Term in the event DRM Provider, acting reasonably, determines, after receipt of credible written notice alleging infringement, that termination is necessary to avoid potential legal liability for DRM Provider, substantially all of the DRM Licensees or the DRM Provider’s owners/founders arising out of or relating to the infringement of a third party’s intellectual property as a result of the DRM as implemented and/or used in the Ecosystem. Notwithstanding the foregoing, DRM Provider may only terminate the Primary Term pursuant to this Section 9.2.3.2 if none of the following alternatives are commercially reasonable for DRM Provider: (i) obtaining a license from such third party to grant sublicenses for the benefit of all the DRM Licensees for use in the

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Ecosystem; (ii) modify, if possible, the DRM or specification (subject to the terms of this Agreement); or (iii) develop a work around for the DRM (subject to the terms of this Agreement). In the event of any such termination, the DRM Provider shall give DECE thirty (30) days written notice.

9.2.4 Cessation of Ecosystem Operations.

Either Party may terminate the Primary Term upon ninety (90) days notice to the other Party in the event of cessation of all Ecosystem operations.

9.2.5 Other Termination Events.

DECE may terminate the Primary Term, upon notice to DRM Provider, in the event that DRM Provider: (i) files in any court or agency pursuant to any statute or regulation of any state, country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of its assets; (ii) proposes a written agreement of composition or extension of its debts; (iii) is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition is not dismissed within sixty (60) days after the filing thereof; (iv) proposes or becomes a party to any dissolution or liquidation; or (v) makes an assignment for the benefit of its creditors.

9.3 Notice of Termination.

In the event of an anticipated termination or expiration of the Primary Term, or upon commencement of any Wind-Down Period, DECE may notify UltraViolet Licensees and any other affected Person of the date upon which the DRM will no longer be a DRM approved for use in the Ecosystem.

9.4 Wind-Down Period.

The Wind-Down Period is intended to provide a limited period of time for the wind down of the DRM Provider’s participation in the Ecosystem. This Agreement shall remain in full force and effect during any Wind-Down Period and DRM Provider shall continue to perform its obligations hereunder throughout any Wind-Down Period.

9.5 Effect of Termination.

On the effective date of termination or expiration of the Term of this Agreement (including any applicable Wind-Down Period) DRM Provider shall promptly cease all activities contemplated under this Agreement and cease to offer the DRM for use in the Ecosystem. Within thirty (30) days after the termination or expiration of the Term of this Agreement (including any applicable Wind-Down Period), each Party shall, and shall cause its Authorized Recipients to, return all Confidential Information to the other Party or, at the other Party’s option, destroy all such information in its or their possession, retaining no copies thereof, and provide to the other Party a written certification of such destruction signed by a senior officer of the applicable Person, provided, however, that neither Party shall be obligated under this Section

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9.5 to return or destroy such Confidential Information that it received, and is entitled to then have, under another DECE agreement.

9.6 SURVIVAL.

The following Sections shall survive termination or expiration of the Term of this Agreement including any applicable Wind-Down Period: 6 (for the period specified in 6.4), 7 (for the period specified in Section 7.5), 8.6, 9.5, this 9.6, 10, and 11.

10. DISCLAIMER & LIMITATION OF LIABILITY

10.1 Generally.

The terms of this Section 10 limit the ability of DECE and DRM Provider to recover any damages from the other. The Parties acknowledge that these provisions are an essential part of the bargain, without which the Parties would not be willing to enter into this Agreement.

10.2 DECE Disclaimer.

ALL DECE INFORMATION, INCLUDING THE ECOSYSTEM SPECIFICATIONS, IS PROVIDED “AS IS.” DECE, THE MEMBERS (ACTING IN THEIR CAPACITY AS SUCH) AND ITS AND THEIR RESPECTIVE AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION THAT MIGHT ARISE FROM ANY ACTIVITIES OR INFORMATION DISCLOSURES RELATING TO THIS AGREEMENT. DECE, THE MEMBERS (ACTING IN THEIR CAPACITY AS SUCH), AND ITS AND THEIR RESPECTIVE AFFILIATES FURTHER DISCLAIM ANY WARRANTY OF NONINFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS. NO LICENSES ARE GRANTED BY DECE TO DRM PROVIDER UNDER THIS AGREEMENT.

10.3 DRM Provider Disclaimer.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, DRM PROVIDER AND ITS FOUNDERS AND/OR MEMBERS, IF ANY, AND ITS AND THEIR RESPECTIVE AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION THAT MIGHT ARISE FROM ANY ACTIVITIES OR INFORMATION DISCLOSURES RELATING TO THIS AGREEMENT. DRM PROVIDER AND ITS FOUNDERS AND/OR MEMBERS, IF ANY, AND ITS AND THEIR RESPECTIVE AFFILIATES FURTHER DISCLAIM ANY

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WARRANTY OF NONINFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS. NO LICENSES ARE GRANTED BY DRM PROVIDER TO DECE UNDER THIS AGREEMENT.

10.4 Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR EITHER PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTIONS 6 OR 7, NEITHER DRM PROVIDER, DECE NOR ITS OR THEIR RESPECTIVE FOUNDERS OR MEMBERS NOR ITS OR THEIR RESPECTIVE AFFILIATES, NOR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EQUIVALENT CORPORATE OFFICIALS, AGENTS, MEMBERS, REPRESENTATIVES, OR EMPLOYEES ACTING IN THEIR CAPACITIES AS SUCH SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF ANY CAUSE OF ACTION RELATING TO THIS AGREEMENT, INCLUDING, TERMINATION OF THIS AGREEMENT, OR BASED ON ANY IMPLEMENTATION OF THE DRM, WHETHER UNDER THEORY OF CONTRACT, TORT, INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION OR PRODUCT LIABILITY OR OTHERWISE. DAMAGES RESULTING FROM EITHER PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTIONS 6 OR 7 SHALL BE CAPPED AT ONE MILLION DOLLARS ($1,000,000).

10.5 Equitable Relief.

DECE and DRM Provider agree and acknowledge that due to the unique nature of certain provisions hereof and the lasting effect of and harm from a breach of such provisions, including making available the means for widespread unauthorized copying of copyrighted content intended to be protected via the Ecosystem, if any DRM Provider breaches its obligations hereunder, including Section 3, money damages alone may not adequately compensate an injured party, and that injury to such party may be irreparable, and that specific performance or injunctive relief is an appropriate remedy to prevent further or threatened breaches hereof. Accordingly, each DRM Provider agrees that DECE shall be entitled to seek injunctive relief to prevent further or threatened breaches of this Agreement according to the terms of this Section.

11. MISCELLANEOUS

11.1 Entire Agreement.

This Agreement, (including all exhibits hereto, which exhibits are incorporated herein by this reference) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral or written agreements. This Agreement shall not be modified except by written agreement dated subsequent to the date of this Agreement and signed by both Parties.

11.2 Assignment.

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DRM Provider may not assign or transfer this Agreement or any of its rights hereunder or delegate any of its obligations hereunder (by operation of law or otherwise) except that DRM Provider may do so: (a) with the written approval of DECE; or (b) to the purchaser of all or substantially all of the outstanding capital stock or assets and obligations of DRM Provider, provided written notice of such assignment has been provided in advance to DECE and the acquiring Person has agreed in writing to be bound by the terms of this Agreement, and provided further that DRM Provider may not, without DECE consent, assign or transfer this Agreement or any of its rights or obligations hereunder to any Person whose digital rights management system was the subject of a terminated or expired Digital Rights Management Provider Agreement. Any attempted assignment, transfer or delegation other than as expressly permitted in this Section 11.2, shall be null and void. Subject to the limitations set forth in this Agreement, this Agreement shall inure to the benefit of and be binding upon the Parties, their successors and permitted assigns. DECE may assign or transfer this Agreement to any Person that agrees to assume DECE’s obligations hereunder, and DECE shall provide DRM Provider with notice of such assignment or transfer.

11.3 Governing Law.

THIS AGREEMENT, AND ALL CLAIMS BROUGHT HEREUNDER, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY IN SUCH STATE, WITHOUT REGARD TO THAT STATE’S CONFLICT OF LAWS PRINCIPLES.

11.4 Consent To Jurisdiction.

DRM PROVIDER AND DECE HEREBY IRREVOCABLY AGREE THAT ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT (EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 11.4), SHALL BE BROUGHT IN ANY FEDERAL OR STATE COURT SITTING IN NEW CASTLE COUNTY, DELAWARE, AND (I) EACH OF THEM HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS WITH REGARD TO ANY SUCH ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND (II) AGREES NOT TO COMMENCE ANY ACTION, SUIT OR PROCEEDING RELATED THERETO EXCEPT IN SUCH COURTS, PROVIDED, HOWEVER, THAT THE PARTIES FURTHER AGREE THAT DECE MAY, AT ITS ELECTION, BRING ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT IN ANY COURT TO WHICH DRM PROVIDER WOULD, WITHOUT REGARD TO THE FOREGOING, BE SUBJECT TO JURISDICTION UNDER APPLICABLE STATE OR NATIONAL LAW. DRM PROVIDER AND DECE AGREE TO ACCEPT SERVICE OF PROCESS IN ANY MANNER PERMITTED BY SUCH COURTS. DRM PROVIDER AND DECE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, AND AGREE NOT TO ASSERT, BY WAY OF MOTION OR AS A DEFENSE, COUNTERCLAIM OR OTHERWISE, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT (A) ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS FOR ANY REASON OTHER THAN THE FAILURE TO LAWFULLY

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SERVE PROCESS, AND (B) TO THE FULLEST EXTENT PERMITTED BY LAW, THAT (1) THE SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT IS BROUGHT IN AN INCONVENIENT FORUM, (2) THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER, OR (3) THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF, MAY NOT BE ENFORCED IN OR BY SUCH COURTS.

11.5 Waiver of Jury Trial.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DRM PROVIDER AND DECE EACH HEREBY, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION OF ANY CLAIM WHICH IS BASED ON, OR ARISES OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY TRANSACTIONS RELATING HERETO, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, INCLUDING ANY THIRD PARTY BENEFICIARY ACTION. DRM PROVIDER AND DECE EACH ACKNOWLEDGES THAT THE WAIVERS IN THIS SECTION 11.5 ARE A MATERIAL INDUCEMENT FOR THE OTHER PARTY TO ENTER INTO THIS AGREEMENT, THE WAIVERS IN THIS SECTION 11.5 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS AND REPLACEMENTS TO OR OF THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO WAIVER OF A JURY TRIAL AND TO TRIAL BY THE COURT.

11.6 Agent.

DRM Provider shall appoint an agent in either the state of Delaware or California for acceptance of service of process and shall notify DECE of the identity and address of such agent within thirty (30) days after the Effective Date.

11.7 Notice.

Wherever in this Agreement notice is expressly required to be given, such notice shall be in writing (which, for these purposes includes facsimile but excludes email) directed (a) if to DECE, to the address set forth below or to such other address as DECE may specify in a notice to DRM Provider and (b) if to DRM Provider, at the address set forth on the first page of this Agreement or at such other address as DRM Provider may specify in a notice to DECE. Any notice sent pursuant to this Section 11.7 shall be effective (x) when delivered by personal delivery or (y) upon receipt when delivered via United States certified mail or by reputable overnight courier (or in the case of international deliveries, reputable two-day international courier), in each case which requires signature on receipt, postage prepaid, or (z) when sent via facsimile transmission with hard copy successful fax transmission report received. Each Party shall give notice to the other Party of a change of address or facsimile number and, after notice of such change has been received, any notice or request shall thereafter be given to such Party at such changed address or facsimile number. For the avoidance of doubt, any notice that is not expressly required to be given under this Agreement may be given through any reasonable means selected by the sender, including e-mail.

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DECE Administration1807 Santa Rita RoadSuite D235Pleasanton, CA 94566admin@decellc.comFax: +1 (925) 566-6967

11.8 Severability; Waiver.

Should any part of this Agreement judicially be declared to be invalid, unenforceable, or void, the Parties agree that the part or parts of this Agreement so held to be invalid, unenforceable, or void shall be reformed by the judicial authority having jurisdiction thereover without further action by the Parties and only to the extent necessary to make such part or parts valid and enforceable. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving Party.

11.9 Presumptions.

In construing the terms of this Agreement, no presumption shall operate in any Party’s favor, or to its detriment, as a result of its counsel’s role in drafting or reviewing the provisions hereof.

11.10 Headings.

The titles of Sections of this Agreement are for convenience only and shall not be interpreted to limit or amplify the provisions of this Agreement.

11.11 Counterparts.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. The Parties agree that faxed and scanned signature copies of this Agreement shall be legally binding.

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SO AGREED AS OF THE DATE FIRST ABOVE WRITTEN.

DECE: Executing DRM Provider:

By: By:

Name: Name:

Title: Title:

Date: Date:

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EXHIBIT A

CERTIFICATION FOR APPROVED DRM CHANGE MANAGEMENT PROCESS

DECE has approved the DRM Provider’s change management process for the DRM by executing this Certification for Approved DRM Change Management Process to which DECE has attached a copy of the DRM’s approved change management process or other documentation reasonably satisfactory to DECE. To be effective, this certification must be fully executed below and the footer of each page of the attached approved change management process or other documentation reasonably satisfactory to DECE must be signed by the signatory below.

Approved By DECE:

By (Signature):________________________

Name:_______________________________

Title:________________________________

Date:________________________________

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EXHIBIT B

DRM PROVIDER PARTICIPATION RULES

DRMs participating in the Ecosystem shall comply with the participation rules set forth in this Exhibit B to the Agreement (the “Participation Rules”) with respect to the use of the DRM for Download Fulfillment. All capitalized terms not otherwise defined in Article 6 of these Participation Rules or elsewhere herein shall have the meaning set forth in Article 1 of the body of the Agreement.

1. In General

1.1 Obligations In Relation to DRM Clients . In relation to DRM Clients, the DRM Provider’s obligation is to configure its DRM to achieve the requirements set forth below (primarily in Sections 2.2-2.4) with respect to a DRM Client implementing the DRM in its participation in the Ecosystem when such DRM Client is receiving, processing or playing back UltraViolet Published Content. Depending on the specifics of the particular DRM, this may be accomplished through the rights mapping provided for in Section 2.1, through other requirements that the DRM Provider imposes on its licensees in their implementations of the DRM, through the DRM Provider’s own implementations that it makes and provides to its customers and/or licensees, or through a combination of these mechanisms. The provisions of these Participation Rules should be understood to support achieving the requirements in Section 2 while recognizing the differences among various DRMs in terms of how the requirements may be achieved. Failure of a DRM Client to achieve these requirements may be the fault of (1) the DRM Provider, in which case DECE will have rights and remedies pursuant to the Agreement, (2) DRM Client producers in their implementation or use of the DRM, in which case the DRM Provider is obligated to maintain and utilize enforcement mechanisms to respond to such failures, or (3) other UltraViolet Licensees in their capacities as licensees in the Ecosystem, in which case the applicable UltraViolet License Agreement may contain enforcement mechanisms to address particular situations.

1.2 Obligations In Relation to DSPs and the Coordinator . In relation to DSPs and the Coordinator, the DRM Provider’s obligations are to provide the information, systems, and licenses necessary for those entities to fulfill their obligations that relate to the DRM. Most of those obligations will be set forth in and fulfilled as a result of bilateral agreements between each DRM Provider and each DSP supporting its DRM and between each DRM Provider and the Coordinator. A limited set of the DRM Provider’s obligations relative to the DRM’s relationship with DSPs and the Coordinator is set forth in Sections 3 and 4, below.

2. DRM Provider Requirements Related to Handling of UltraViolet Published Content

2.1 DRM Rights Mapping, Security Settings and Security Updates

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2.1.1 Rights Mapping Generally . DRM Provider shall provide DECE (for use by DSPs) with a “rights mapping” providing any settings necessary for each Profile (i.e., HD and SD) for inclusion in the DRM License that DSPs are to provide with UltraViolet Published Content in relation to such DRM so that a DRM Client made by such DRM’s licensee that responds to those settings, and otherwise conforms to the DRM’s requirements, will conform to the requirements set forth in Section 4, below.

2.1.2 Security Setting . For DRMs that use a specific setting for a “Security Level,” DRM Provider shall require and enable the use of the approved level of content security by a DRM Client implementing the DRM for the Ecosystem. If such a security setting is needed as part of the DRM License for UltraViolet Published Content, then the “rights mapping” referenced in section 2.1.1, above, shall include the setting for the approved security level. For purposes of this Section 2.1.2, the setting that is for “approved level of content security” shall be that which is contained in the Security Level Exhibit (Exhibit B-1) to these Participation Rules.

2.1.3 Notification of Security Updates . DRM Provider will use commercially reasonable efforts to require that an implementer of a DRM Client notify any Client Implementer using such DRM Client in the UltraViolet Ecosystem when a security update that affects or impacts UltraViolet Content is made to the DRM Client.

2.2 DRM Provider Requirements Regarding DRM Client Implementation and Enforcement

2.2.1 DRM Providers Licensing DRM Technology For Implementation . For a DRM Provider that licenses some or all of its DRM technology for implementation by its licensees in DRM Clients that such licensees produce:

(a) The DRM Provider License and related documents shall require that DRM Clients made by DRM Licensees read and respond to the settings in the DRM Content License for a particular piece of UltraViolet Published Content and otherwise operate in accordance with the requirements of the DRM Provider License and related documents (e.g., specifications, compliance rules, and robustness rules) such that the DRM Licensees’ DRM Clients are required to operate in accordance with the requirements of Sections 2.3 and 2.4, below with respect to such UltraViolet Published Content, and

(b) The DRM Provider License shall provide that DRM Clients must operate in accordance with the requirements of (a), above, and that a DRM Client that fails to do so will be subject to response and enforcement according to the terms of the DRM Provider License.

2.2.2 DRM Providers Providing DRM Clients . For a DRM Provider that provides DRM Clients to licensees or customers, such DRM Provider shall configure such DRM Clients such that they read and respond to the settings in a DRM License for a particular piece of UltraViolet Published Content and otherwise operate in accordance with the requirements set forth in Sections 2.3 and 2.4, below, with respect to such UltraViolet Published Content.

2.3 DRM Provider Requirements for DRM Provider Licenses

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2.3.1 General Requirements . DRM Provider shall permit the following in its DRM Provider Licenses, and the DRM technology shall permit:

(a) DSPs to issue DRM Content Licenses that do not expire for UltraViolet Published Content;

(b) Licensed Clients that join an Account after the acquisition of particular piece of UltraViolet Published Content to play back such UltraViolet Published Content in accordance with the Licensed Client Compliance Rules and Ecosystem Specifications.

(c) DSPs to issue DRM Content Licenses in association with UltraViolet Published Content.

2.3.2 Playback/Decryption . The DRM Provider shall permit in its DRM Provider Licenses, and the DRM technology shall permit, the playback of the UltraViolet Published Content in accordance with the Licensed Client Compliance Rules and the Ecosystem Specifications, including without limiting the applicable usage parameters set forth on Appendix A: Ecosystem Parameters of the System Specification. DRM Provider shall not permit its DRM Client or any DRM Client licensed under its DRM Provider License to decrypt UltraViolet Published Content for anything other than a Licensed Client (a) which is registered to an UltraViolet Account and (b) of which such DRM Client is a part; provided, however, that the foregoing shall not require such DRM Client to detect and prevent the playback of such content in the case of an Unverified Device Leave.

2.3.3 No Playback Before Device Join or After Device Leave . DRM Provider License shall not permit, nor shall any other aspect of the DRM technology as implemented at the Licensed Client permit, playback of encrypted UltraViolet Published Content on a Licensed Client before such Licensed Client joins an UltraViolet Account or after such Licensed Client is subject to a Device Leave from an UltraViolet Account. Compliance with this Section 2.3.3 does not require that UltraViolet Published Content be deleted from a Licensed Client upon a Device Leave from an UltraViolet Account provided that such Ultraviolet Published Content is rendered unplayable. If such Licensed Client rejoins the UltraViolet Account that it previously left, any UltraViolet Published Content stored in association with such Licensed Client, and that has a valid DRM License for such UltraViolet Account, shall be permitted by the DRM to play on such Licensed Client in accordance with the Licensed Client Compliance Rules and Ecosystem Specifications.

2.3.4 Copying and Moving UltraViolet Published Content Within UltraViolet Account. The DRM Content License issued by a DSP in association with UltraViolet Published Content shall permit, and the DRM technology shall permit Domain management in accordance with the Ecosystem Specifications, including: (a) the ability of a Licensed Client in an UltraViolet Account to copy or move UltraViolet Published Content to other Licensed Clients in the same UltraViolet Account, and (b) the ability of a Licensed Client to playback in accordance with the Licensed Client Compliance Rules and Ecosystem Specifications such UltraViolet Published Content that is copied or moved within the same

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UltraViolet Account so long as the Licensed Client performing such playback is part of that same UltraViolet Account.

2.4 DRM Provider Requirements Regarding DRM Client Playback of UltraViolet Published Content

2.4.1 DRM Configuration . DRM Provider shall configure its DRM in a manner designed:

(a) to permit playback of all or any portion of the UltraViolet Published Content only by Licensed Clients in an UltraViolet Account,

(b) such that no playback, including preview or partial playback, of encrypted UltraViolet Published Content is allowed without a valid DRM License for such UltraViolet Published Content, and

(c) to permit a Licensed Client to play back UltraViolet Published Content during download via progressive download of such UltraViolet Published Content; in each of (a), (b) and (c) above, in accordance with the Licensed Client Compliance Rules and the Ecosystem Specifications, including the restrictions on playback set forth therein.

2.4.2 Output Requirements . DRM Provider shall configure its DRM in a manner such that a Licensed Client incorporating a DRM Client implementing the DRM achieves the following output requirements. Note that while this Section 2.4.2 constrains the output of video signals of UltraViolet Published Content from Licensed Clients, for the avoidance of doubt, the output constraints below are not intended to constrain the output of audio signals. Accordingly, DRM Provider is not required to cause Licensed Clients to apply output restrictions to analog audio or digital audio, either compressed or uncompressed, including, by way of example, SPDIF or stereo audio jacks.

(a) Approved Uncompressed Digital Video Output Protection

(i) All uncompressed digital video outputs of Licensed Clients must comply with the following:

(1) For HD UltraViolet Published Content that is output in high definition form, Licensed Clients must apply HDCP or DTCP to all uncompressed digital outputs, including Digital Video Interface version 1.0 specification (“DVI”) and all versions of HDMI and DisplayPort.

(2) Licensed Clients may internally downgrade HD UltraViolet Published Content and output it as standard definition (“SD”) or lower, following the requirements set forth in Section 2.4.2(b)(ii), below.

(ii) Licensed Clients shall apply HDCP or DTCP to all uncompressed SD or lower outputs of UltraViolet Published Content except as follows:

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(1) Licensed Clients deployed on General Purpose Computing Device that use an operating system first sold to consumers before January 1, 2009 may output SD or lower signals without such content protection.

(2) Licensed Clients deployed on General Purpose Computing Device using an operating system first sold to consumers after January 1, 2009 may output SD or lower signals without such content protection solely using DVI, regardless of physical connection, only to the extent that the underlying graphics hardware and the digital monitor connected to such Licensed Client are not capable of enabling HDCP or DTCP. Where the underlying graphics hardware and the digital monitor are capable of such support, HDCP or DTCP must be enabled on all uncompressed digital outputs.

(iii) Licensed Clients that pass decrypted uncompressed UltraViolet Published Content for output using HDCP shall:

(1) verify that the HDCP Source Function is fully engaged and able to deliver the UltraViolet Published Content in a protected form, which means HDCP encryption is operational on such output; and

(2) at such a time as a standard mechanism adopted by at least one other industry-wide consortium to support delivery of HDCP SRMs is available and is capable of being deployed, process and pass to the HDCP Source Function the HDCP SRM associated with the protected content, if any, as defined in the HDCP specification. As part of HDCP SRM processing, the Licensed Client must ensure that there is no HDCP Display Device or Repeater on such output whose Key Selection Vector is in such SRM.

(iv) Licensed Clients that pass decrypted uncompressed UltraViolet Published Content for output using DTCP shall:

(1) at such a time as a standard mechanism adopted by at least one other industry-wide consortium to support delivery of DTCP SRMs is available and is capable of being deployed, process and pass to the DTCP Source Function the DTCP SRM associated with the protected content, if any, as defined in the DTCP specification; and

(2) map the copy control information associated with the UltraViolet Published Content to the DTCP Source Function, with the copy control information set to “copy never” in the corresponding encryption mode indicator and copy control information field of the descriptor.

(b) Approved Compressed Digital Video Output Protection

(i) Licensed Clients shall employ HDCP, DTCP or WMDRM-ND protection technologies on all compressed digital outputs of HD UltraViolet Published Content and SD UltraViolet Published Content.

(ii) Licensed Clients employing High-bandwidth Digital Content Protection (“HDCP”) on compressed digital outputs shall:

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(1) verify that the HDCP Source Function is fully engaged and able to deliver the UltraViolet Published Content in a protected form, which means HDCP encryption is operational on such output; and

(2) at such a time a standard mechanism adopted by at least one other industry-wide consortium to support delivery of HDCP SRM is available and is capable of being deployed, process and pass to the HDCP Source Function the HDCP SRM associated with the UltraViolet Published Content, if any, as defined in the HDCP specification. As part of HDCP SRM processing, the Licensed Client must ensure that there is no HDCP Display Device or Repeater on such output whose Key Selection Vector is in such SRM.

(iii) Licensed Clients employing Digital Transmission Content Protection (“DTCP”) on compressed digital outputs shall:

(1) at such a time as a standard mechanism adopted by at least one other industry-wide consortium to support delivery of DTCP SRMs is available and is capable of being deployed, process and pass to the DTCP Source Function the DTCP SRM associated with the protected content, if any, as defined in the DTCP specification; and

(2) map the copy control information associated with the UltraViolet Published Content such that the copy control information shall be set to “copy never” in the corresponding Encryption Mode Indicator and Copy Control Information field of the descriptor.

(iv) Any Licensed Client employing Windows Media DRM for Network Devices (“WMDRM-ND”) shall pass decrypted compressed UltraViolet Published Content for output using WMDRM-ND pursuant to the policy for UltraViolet Published Content carried by the PlayReady DRM Provider License.

(c) Analog Video Outputs . The following requirements apply to analog video outputs of UltraViolet Published Content:

(i) All analog video outputs must invoke CGMS-A if the Licensed Client is capable and licensed (if any license is necessary) to insert such signaling.

(ii) For HD UltraViolet Published Content,

(1) except where prohibited by law, Licensed Clients shall be designed to ensure that when HD UltraViolet Published Content is output via an analog video output from a hardware model that was first available in the marketplace after December 31, 2012, such outputs shall be at a resolution no greater than Constrained Image (520,000 pixels per frame). For the avoidance of doubt, as with all requirements herein for Licensed Clients, the foregoing obligation applies regardless of whether the Licensed Client controlling the output of such content is a software or hardware Licensed Client.

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(2) For avoidance of doubt and subject to the requirements of Sections 2.4.2(d)(i) and 2.4.2(d)(ii), there is no obligation to limit or restrict analog outputs with respect to HD UltraViolet Published Content that is output from any hardware model that was available in the marketplace prior to December 31, 2012, regardless of the actual date of manufacture, distribution, or subsequent software or firmware updates.

(iii) Licensed Clients may not apply any Macrovision (Rovi) analog output copy protection technologies when UltraViolet Published Content is passed to analog outputs.

(d) Licensed Client Upscaling

(i) Licensee may permit Licensed Clients to scale the source UltraViolet Published Content in order to fill the screen of the applicable display; provided that Licensee’s marketing of the Licensed Client and of its Licensed Locker Access Streaming Service shall not state or imply to consumers that the quality of the display of any such upscaled UltraViolet Published Content is substantially similar to a higher resolution UltraViolet Published Content Profile; provided further, however, that the foregoing shall not limit the advertising of the Licensed Client’s ability to upscale digital content in general.

(ii) Upscaled UltraViolet Published Content shall be subject to the output restrictions that are applicable to the original UltraViolet Published Content Profile of such UltraViolet Published Content.

3. DRM Provider Requirements Related to the Management of DRM Domain

3.1 Coordinator . DRM Provider shall specify or provide to DECE or, as directed by DECE, to the Coordinator, the mechanism to enable the Coordinator to:

(a) manage DRM Domain joins and leaves to comply with join, leave and total device limit requirements of the System Specification, e.g., number of devices in an Account not to exceed to 12 devices; and

(b) manage and enforce a white list of Licensed Clients based on “attestation information” passed by a DRM Client. Note the method for attestation is unique to each DRM, but must be implemented in consultation with the Coordinator to ensure that Coordinator can obtain the necessary information.

3.2 DRM Provider shall specify or provide the mechanism to enable the Licensed Client using its DRM to:

(a) join and leave a DRM Domain in an UltraViolet Account managed by the Coordinator; and

(b) pass “Licensed Client attestation information” to the Coordinator during DRM Domain and UltraViolet Account join.

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3.3 Prevention of Multiple Account Joins . DRM Provider shall use commercially reasonable efforts (a) to enable available mechanisms to prevent a physical hardware unit from joining more than one UltraViolet Account and (b) not to enable any mechanism that permits a physical hardware unit to join more than one UltraViolet Account.

4. DRM Requirements Related to DSP Functions

DRM Provider shall specify or provide to DECE for use by DSPs or, at DECE’s direction, directly to DSPs, the mechanism to enable each DSP (DRM License server) to:

4.1 access DRM Client ID and Domain Credential;

4.2 issue DRM Licenses with Content Keys provided by Content Provider;

4.3 issue DRM Licenses that comply with the approved DRM rights mapping.

4.4 issue DRM Licenses for UltraViolet Published Content regardless of whether the particular DSP was involved in the issuance of the Domain Certificate for the User’s UltraViolet Account.

5. Sunset of DRM Approval in DECE

In addition to this Agreement, DRM Provider shall execute an agreement with the Coordinator to permit the Coordinator to implement the DRM as necessary for the Coordinator functions and to obtain information concerning a DRM licensed product as necessary for Domain join and leave functions as described above. Such agreement must be entered into prior to or upon execution of this Agreement. Failure to do so will result, unless otherwise notified by DECE, in the DRM no longer being listed as an “Approved DRM”, no Retailer being obligated to support the DRM, and this Agreement terminating.3

6. Certain Definitions. As used herein the following terms shall have the following meanings:

6.1 “Content Keys” shall have the meaning given in the Ecosystem Specifications.

6.2 “Device Join” shall have the meaning given in the Ecosystem Specifications.

6.3 “Device Leave” shall have the meaning given in the Ecosystem Specifications. For the avoidance of doubt as used herein, Device Leave shall not include an Unverified Device Leave.

6.4 “Domain” or “DECE Domain” shall have the meaning given in the Ecosystem Specifications.

6.5 “Domain Certificate” shall have the meaning given in the Ecosystem Specifications.

3 After the initial five Approved DRMs have executed this Agreement, this sentence will be replaced with the following: “Such agreement must be entered into no later than 90 days after the Effective Date. “

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6.6 “Domain Credential” shall have the meaning given in the Ecosystem Specifications.

6.7 “DRM Client ID” shall have the meaning given in the Ecosystem Specifications.

6.8 “DRM Domain” shall have the meaning given in the Ecosystem Specifications.

6.9 “HD UltraViolet Content” means UltraViolet Content that complies with Annex C, HD Media Profile Definition, of the Common File Format & Media Formats Specification.

6.10 “General Purpose Computing Device” means a device which is designed for or permits the end user to install a wide variety of commercially available software applications thereon and is commonly referred to as a “personal computer.”

6.11 “Licensed Content Profile” means one of HD UltraViolet Content or SD UltraViolet Content.

6.12 “SD UltraViolet Content” means UltraViolet Content that complies with Annex B, HD Media Profile Definition, of the Common File Format & Media Formats Specification.

6.13 “SRM” means System Renewability Messages.

6.14 “Ultraviolet Published Content” means UltraViolet Content published in accordance with the Content Publishing Specification, version 1.0, as such specification may from time to time be amended by DECE.

6.15 “Unverified Device Leave ” shall have the meaning given in the Ecosystem Specifications.

6.16 When used in relation to DTCP, the following terms shall have the meaning given to them in the DTCP licenses and related documentation, available at www.dtcp.com: Source Function, System Renewability Message, Encryption Mode Indicator, Copy Control Information, CGMS-A.

6.17 When used in relation to HDCP, the following terms shall have the meaning given to them in the HDCP licenses and related documentation, available at www.digitalcp.com: Source Function, System Renewability Message, Display Device, Repeater, Key Selection Vector.

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EXHIBIT B-1Security Level Setting

DRM to which this Exhibit applies:____________________________________

A. If the above listed DRM uses security level settings, please supply the security level setting that will be used for UltraViolet Published Content that is protected using this DRM: ___________________________________________________________

1. Is such a security level setting required to be included in the DRM License issued by a DSP with respect to this DRM? _____Yes _____ No.

If the answer is “yes,” has such security level setting been supplied as part of the “rights mapping” required under Section 2.1.1 of the Participation Rules? ____ Yes _____No

2. If the answer to 1, above, is “no,” then how is such security level setting assured to be applied to UltraViolet Published Content? ___

________________________________________________________

B. If the DRM to which this Agreement and Participation Rules applies does not use

security level settings, please so indicate here: ____________

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EXHIBIT CARBITRATION PROCEDURES

Any arbitration initiated pursuant to Sections 3.2.3.3, 3.2.4 or 3.3 (an “Arbitrable Dispute”) shall be conducted in accordance with the following procedures:

(a) A Party that desires to and is entitled hereunder to submit an Arbitrable Dispute to resolution as provided in this Exhibit C (the “Commencing Party”) shall so notify the other Party (the “Other Party”) and the Commencing Party shall submit the dispute to JAMS for resolution in accordance with this Exhibit C.

(b) The Commencing Party shall request the appointment of a single arbitrator who has experience in the technology sector and who is available to resolve the Arbitrable Dispute within the schedule specified below. The Commencing Party shall provide a copy of such petition (along with all attachments) to the Other Party on the day that it is submitted to JAMS.

(c) JAMS shall be requested to submit the name of an arbitrator, as well as his or her contact information and firm affiliations (if any), to the Parties by facsimile transmission and personal delivery within five (5) Business Days after its receipt of the Commencing Party’s petition. Either Party may object to such arbitrator only on the basis that he or she is not independent or qualified or not available to complete the arbitration within the schedule specified below.

(d) Either Party may object to a proposed arbitrator by notice provided to the other Party and to JAMS, using any of the methods set forth in Section 11.7, within five (5) Business Days after receiving notice of such proposed appointment from JAMS. If an objection to the arbitrator is timely received by JAMS, JAMS shall submit the name of an alternative arbitrator (including contact information and firm affiliations, if any) as soon as is reasonably practicable.

(e) Each Party shall each then have five (5) Business Days to object to such alternative arbitrator as provided above based only on the criteria for objecting specified above. The process of submitting names of proposed arbitrators and, if necessary, submitting alternative names shall continue until an arbitrator is appointed as provided in this subsection (e). An arbitrator shall be deemed to be appointed at the end of such five (5) Business Day period if neither Party objects to him or her as provided herein during such period. If the arbitrator becomes unable or unwilling to perform his or her function as described in this Agreement, a replacement arbitrator shall be appointed as provided in this Schedule.

(f) The arbitration shall be conducted in the English language in Los Angeles, California, USA.

(g) The arbitration shall be conducted in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS and the Expedited Procedures of JAMS therefor. The arbitrator may conduct the arbitration in such manner as he or she shall deem appropriate consistent with

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this Exhibit C, including the imposition of time limits that he or she considers reasonable for each phase of the proceeding, but with due regard for the need to act, and make a final determination, in an expeditious manner. The arbitrator shall set a schedule to endeavor to complete the arbitration within one (1) month.

(h) The arbitrator shall permit and facilitate such limited discovery as he or she shall determine is reasonably necessary, taking into account the needs of the Parties and the desirability of making discovery as expeditious and cost-effective as possible and production limited to the production of documents that are necessary for the resolution of the applicable Arbitrable Dispute.

(i) The final decision of the arbitrator shall be binding on the Parties, non-appealable and enforceable in any court of competent jurisdiction, except that whether the arbitrator exceeded his or her authority as specifically described in this Exhibit C shall be fully reviewable by a court of competent jurisdiction.

(j) The Parties to the arbitration and the arbitrator shall treat the arbitration proceedings, any related discovery, documents and other evidence submitted to, and the decision of, the arbitrator as confidential. In addition, and as necessary, the arbitrator may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information disclosed in discovery or otherwise during the arbitration.

(k) Each Party shall bear its own expenses in connection with the arbitration, provided, however, that the prevailing Party shall be entitled to reimbursement by the other Party for its reasonable costs and expenses in connection with the arbitration (including the prevailing Party’s reasonable attorneys’ fees).

(l) The arbitrator shall be compensated at his or her hourly rate, determined at the time of appointment, for all time spent in connection with the arbitration, and shall be reimbursed for reasonable travel and other expenses. The arbitrator shall determine all costs of the arbitration, including his or her fees and expenses, the costs of expert advice and other assistance engaged by the arbitrator, the cost of a transcript and the costs of meeting and hearing facilities. The prevailing Party shall have no obligation to pay the costs of the arbitration set forth in this subsection (l). All such costs shall be assessed by the arbitrator to the other Party to the arbitration.

July 29, 2011 v1.0 Exhibit C-2