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<br /> Regional Insertion Order Agreement Terms and Conditions
<br /> 1.NCM Services.NCM will arrange for the Advertising and promotions described herein(the"Advertising")to be displayed as required herein,
<br /> but Advertising shall not be exhibited before a motion picture that has been contractually or otherwise limited.The approximate screen count
<br /> and theatre locations for the Advertising are described on the first page of this Agreement.The exact screen count and theatre locations
<br /> shall be mutually agreed upon.If the Advertising is delayed or not exhibited,NCM will make available to Advertiser,as its sole remedy,an
<br /> alternative time period for exhibition or display of the Advertising.Without limiting the foregoing,NCM may delay the distribution of regional
<br /> box office handouts.
<br /> 2.Duties of Advertiser.Advertiser shall pay as specified herein,and shall,at its expense,and at its risk of loss,provide NCM with the Advertising
<br /> material as required by NCM at least seven(7)to twenty(20)business days(dependent upon advertising vehicle selected)in advance of
<br /> the date scheduled by NCM for transfer of the materials for use or production as advertising.All Advertising material is subject to NCM approval
<br /> and NCM may reject any such material for any reason.If the Advertising material is deemed unsatisfactory by NCM,NCM shall notify Advertiser
<br /> and Advertiser will then promptly replace the material so as not to delay NCM's schedule.If Advertiser wants any Advertising material to be
<br /> retuned,it shall be at Advertiser's expense and requested in writing within sixty(60)days from the last exhibition of the Advertising.NCM shall
<br /> not be liable for damage to any Advertising material.Advertiser shall provide all authorizations,consents,licenses and clearances(collectively,
<br /> "Licenses")necessary or appropriate for the exhibition or other use of the Advertising pursuant hereto,including,without limitation,all Licenses
<br /> necessary for the public performance of musical compositions.This Agreement may not be assigned or transferred by Advertiser.This order is
<br /> firm and non cancelable by Advertiser.After signing this Agreement,Advertiser may not cancel or modify its obligations under this Agreement
<br /> without first obtaining NCM's written consent.Advertiser represents and warrants that all of its activities under this Agreement are and will be
<br /> in full compliance with all applicable federal,state and local laws and regulations.
<br /> 3.Content.If NCM prepares or delivers to Advertiser any advertising,work product or other content("NCM Content"),Advertiser agrees that
<br /> no portion of the NCM Content shall be a'Work made for hire"(as such term is used in the United States Copyright Act),and that NCM shall
<br /> retain sole and exclusive title to such NCM Content.That notwithstanding,NCM and Advertiser may agree on additional terms,in the form of
<br /> a purchase order or other written instrument,for NCM to sell NCM Content to Advertiser,and title to such NCM Content shall transfer to
<br /> Advertiser,provided,however,that in the event such NCM Content contains any material or elements not specifically created for Advertiser
<br /> pursuant to this Insertion Order("Stock Material"),such Stock Material shall not be deemed a'Work made for hire"and exclusive title to such
<br /> Stock Material shall be retained by NCM.
<br /> 4.Promotional Materials.If Advertiser,or anyone acting on Advertiser's behalf,distributes or intends to distribute any toys,food,objects,entry
<br /> forms or other materials(the"Promotional Materials")to any person,then Advertiser shall insure that all Promotional Materials and all materials
<br /> used in connection with them comply with all laws and regulations and industry codes and standards,and that all such Promotional Materials
<br /> are free from defects and design,materials or workmanship.All Promotional Materials shall be delivered to locations at Advertiser's risk of loss,
<br /> in accordance with the procedures and deadlines established by NCM or the Advertising may be delayed.If Advertiser collects personally
<br /> identifiable information(such as e-mail addressees,full names,mailing addresses and phone number of theatre patrons),Advertiser shall not
<br /> transfer such information to any third party.If Advertiser distributes any Promotional Material,such materials shall contain the following:'THIS
<br /> PROMOTION IS NOT ENDORSED BY AMC ENTERTAINMENT,INC.,CINEMARK INC.,OR REGAL ENTERTAINMENT GROUP,OR ANY OF THEIR
<br /> AFFILITATES."
<br /> S.Indemnification.Advertiser shall indemnify and hold NCM,its subsidiaries and affiliates,and their owners,officers,directors,employees and
<br /> agents,harmless from and against any and all direct and indirect losses,damages,liabilities,costs and expenses,including reasonable
<br /> attorneys'fees,resulting from or arising out of:Advertiser's breach of this Agreement;any alleged or actual infringement of any copyright,
<br /> trademark or intellectual property right based on materials provided by Advertiser,and claims relating to libel,infringement of any intellectual
<br /> property rights,violation of the right of publicity,plagiarism or invasion of privacy;damage to property or injury to or death of any person
<br /> which is directly or indirectly caused by any use or misuse of any Promotional Material(and any packaging or other materials used in
<br /> connection therewith).
<br /> 6.Insurance.Advertiser will obtain a general liability insurance policy(or policies)covering such advertising,with no unusual exclusions,and
<br /> with policy limits of not less than$1,000,000 per occurrence and$3,000,000 in the aggregate.Advertiser will also obtain an advertising errors
<br /> and omissions policy with similar coverage.NCM and its affiliates shall be named as additional insured's on such policy(or policies),and the
<br /> policy(or policies)will provide that it(or they)will not be subject to modification or cancellation without at least thirty(30)days'prior written
<br /> notice to NCM.Advertiser will furnish NCM with a certificate of insurance evidencing the foregoing coverage before the advertising is
<br /> exhibited.
<br /> 7.Rights and License.Neither party shall obtain by this Agreement any right,title or interest in the trademarks of the other,nor shall this
<br /> Agreement give either party the right to use,refer to,or incorporate in marketing or other materials the name,logos,trademarks or copyrights
<br /> of the other without prior written consent.Advertiser grants to NCM the right to use,copy,reproduce,modify,recompose,edit,distribute and
<br /> transmit any advertising material provided hereunder,in any and all media now known or hereafter developed,as necessary or helpful in the
<br /> performance of this agreement.Additionally,Advertiser gives NCM the limited right to use portions of the Advertising solely in connection with
<br /> the promotion of its internal business.
<br /> 8.Miscellaneous.No product,category or other exclusivity is granted to Advertiser.This Agreement shall be governed by the laws of the State
<br /> of Colorado without giving regard to conflict of laws.All covenants and agreements shall survive termination of this Agreement.Except for
<br /> Advertiser's remedies as specifically set forth above in paragraph 1,Advertiser agrees that its rights and remedies in connection with this
<br /> Agreement will be limited,and Advertiser hereby waives all other rights and remedies,including,without limitation,damages and injunctive
<br /> relief.Every dispute concerning the interpretation or effect of this Agreement must be resolved in the United States District Court for the District
<br /> of Colorado or the District Court,City and County of Denver,State of Colorado.To the maximum extent permitted by law,NCM(but not any
<br /> of its individual employees,officers,directors,agents or independent contractors)and Advertiser agree to personal jurisdiction,subject matter
<br /> jurisdiction,and venue in both courts.In all proceedings to resolve disputes arising under this Agreement,the parties expressly waive all
<br /> constitutional and statutory rights to trial by jury.In any action to enforce the terms of this Agreement,the prevailing party shall be entitled to
<br /> recover all of its costs,including attorneys'fees and court costs.If Advertiser fails to timely pay any amount to NCM,Advertiser will be obligated
<br /> to pay interest on the unpaid amount from the date such unpaid amount was due until if is paid at the rate of twelve percent(12%)per
<br /> annum.NCM may terminate this Agreement upon not less than 30 days notice to Advertiser,in which event Advertiser's sole remedy shall be
<br /> to obtain a refund of any money paid for advertising which has not been exhibited.
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<br /> NCM Proposal for The City Of Everett Washington Proprietary&Confidential/Page 4
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