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Allen, Louise

From: Allen, LouiseSent: Wednesday, January 30, 2013 12:18 PMTo: Chen, Ruth; Luehrs, DawnCc: Barnes, Britianey; Zechowy, Linda; Johnston, Tammy; Johnson, Michelle; Taylor, EvaSubject: RE: ER // CNN // Untitled George S. ProjectAttachments: Embassy Row CNN Productions Production Services Agreement (RM).doc; Embassy Row

CNN Productions- Exhibit C- Insurance Requirements (RM).doc

Ruth … see mark up of the insurance/indemnity provisions of the main agreement as well as Exhibit C.  My revision of paragraph 2(f) of the main agreement may have to be revised further pending your answer to my question below.  I just don’t know what the budget issue is.  I removed all of the provisions whereby we get the quote from and purchase the insurance coverage through Time Warner.   As we already have these coverages in place and Embassy Row falls under the Sony policies, my expectation is that our coverages will be acceptable.  See attached.  Thanks,  Louise    

From: Allen, Louise Sent: Wednesday, January 30, 2013 10:47 AM To: Chen, Ruth; Luehrs, Dawn Cc: Barnes, Britianey; Zechowy, Linda; Johnston, Tammy; Johnson, Michelle; Taylor, Eva Subject: RE: ER // CNN // Untitled George S. Project  Ruth … would you clarify what is meant by the highlighted wording in p. 2(f) please.  

Producer acknowledges the insurance requirements set forth on Exhibit C and that the Budget (as defined herein) reflects the premiums associated with such requirements Is there an insurance premium line in the budget or is CNN trying to confirm that ER won’t be charging any premium costs to CNN or ????  Thanks,  Louise  

From: Chen, Ruth Sent: Tuesday, January 29, 2013 6:25 PM To: Luehrs, Dawn Cc: Barnes, Britianey; Allen, Louise; Zechowy, Linda; Johnston, Tammy; Johnson, Michelle; Taylor, Eva Subject: RE: ER // CNN // Untitled George S. Project  Per your request, please see the attached. This is a production services deal. Please note that we are still negotiating the attached so this is not the final agreement.  

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Allen, Louise

From: Luehrs, DawnSent: Wednesday, January 30, 2013 12:10 PMTo: Allen, Louise; Zechowy, Linda; Barnes, Britianey; Clausen, JanelSubject: RE: ER // CNN // Untitled George S. Project

I am OK with this – we have repatriation benefits under FWC and Guild Travel is in force for those shows we declare.  I haven’t seen an updated ER report but this one should be on it.  You might make a side comment to Ruth that this language is more in line with what we would like to see from CNBC.  ……..d  Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax  

From: Allen, Louise Sent: Wednesday, January 30, 2013 8:54 AM To: Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Clausen, Janel Subject: FW: ER // CNN // Untitled George S. Project Importance: High  As requested, forwarding to you for review before I send to Ruth.  In the main agreement, see sections 2(f) Insurance (which may be amended again based on Ruth’s response to my query below) and 13 (c)‐(e) Indemnity.    Also see Exhibit C.  In the Exhibit, I wasn’t sure about repatriation benefits under Foreign Work Comp or Guild Travel coverage (highlighted) so may have to make additional changes to those provisions.  Louise  

From: Allen, Louise Sent: Wednesday, January 30, 2013 10:47 AM To: Chen, Ruth; Luehrs, Dawn Cc: Barnes, Britianey; Zechowy, Linda; Johnston, Tammy; Johnson, Michelle; Taylor, Eva Subject: RE: ER // CNN // Untitled George S. Project  Ruth … would you clarify what is meant by the highlighted wording in p. 2(f) please.  

Producer acknowledges the insurance requirements set forth on Exhibit C and that the Budget (as defined herein) reflects the premiums associated with such requirements Is there an insurance premium line in the budget or is CNN trying to confirm that ER won’t be charging any premium costs to CNN or ????  Thanks,  Louise 

Allen, Louise from what i can tell skimming thru cnn, we are doing all the production ... cnn has some creative control/approval but for the most part we are delivering and they are exhibiting ... they will own the work we produce do we need any insurance from cnn? 11:22 AMLuehrs, Dawn no 11:22 AMAllen, Louise ok 11:24 AMAllen, Louise the deal gets weird tho as it is structured such that we get quotes for insurance from Time Warner for now, I'm taking all that out and just putting in under our std insur 11:24 AMLuehrs, Dawn I will glance 11:24 AMAllen, Louise look at the first paragraph of exh c that was sent yesterday 11:29 AMAllen, Louise actually, per Brit, i'll send you my mark-up shortly before it goes to ER so you can look at it in its entirety

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Allen, Louise

From: Luehrs, DawnSent: Wednesday, January 30, 2013 10:44 AMTo: Allen, LouiseSubject: RE: CNN

 I get that we are responsible for insurance but would ask Ruth about the Budget part as I don’t know how that piece works.   Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax  

From: Allen, Louise Sent: Wednesday, January 30, 2013 7:38 AM To: Luehrs, Dawn Subject: CNN  We are producing the show for CNN.  I think this line is ok but it is odd …  We are Producer.  I think this just means that we aren’t going to charge CNN anything else for insurance.  Is that how you read it?  

Producer acknowledges the insurance requirements set forth on Exhibit C and that the Budget (as defined herein) reflects the premiums associated with such requirements.   

Louise Allen Risk Management C:  (647) 210‐2691  

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Effective as of ________, 2013 Ruth Chen Embassy Row Productions 325 Hudson Street, Ste. 601 New York, NY 10013 RE: Embassy Row/Untitled Stroumboulopoulos Project – Production Services Agreement Dear Ruth: This letter sets forth the agreement (the “Agreement”) between Embassy Row Productions (“Producer”) and CNN Productions, Inc. (“Company”) with respect to Producer’s production services of a currently untitled hourly weekly television program hosted by George Stroumboulopoulos (“Stroumboulopoulos”) (the “Series,” with each one (1) hour episode thereof being an “Episode”). 1. Conditions Precedent. Company’s obligations hereunder are conditioned upon and subject to the following: (a) Company’s receipt of this Agreement executed by Producer; (b) Company’s approval of the chain-of-title to the Project; (c) Company’s binding agreement with Stroumboulopoulos as talent for all Episodes of the Series (the “Talent Agreement”); and (d) timely delivery to and approval by Company of all insurance certificates evidencing the insurance coverage required herein. 2. Series Production.

(a) Episodes. Each Episode of the Series will be a hybrid of news and celebrity covering everything from politics, pop culture, the environment, human rights, entertainment, sports and more, with guests ranging from world leaders to celebrities and politicians. Each Episode will be approximately 43:30 in length. Producer also will provide Company a reasonable amount of “Bonus Material” which may include Producer blog entries, outtakes, extras, photographs, etc.

(b) Cycle Options. The Initial Cycle (“Initial Cycle”) of the Series shall consist of ten (10) Episodes. Company shall have the perpetual, exclusive and irrevocable option (a “New Cycle Option”) to engage Producer to render production services hereunder in connection with the production of subsequent cycles of the Series, each comprised of ten (10) Episodes, or such other number of Episodes as mutually agreed upon by the parties (each, a “New Cycle,” and each of the Initial Cycle and any New Cycles, a “Cycle”). Each New Cycle Option shall be exercisable, if at all, by written notice given by Company to Producer no later than thirty (30) days following the initial telecast of the fourth Episode of the immediately preceding Cycle.

(c) Delivery. The parties acknowledge that the initial exhibition of the Series is planned for

June 2013. Producer will complete the Initial Cycle of the Series and deliver each Episode in accordance with the delivery schedule attached hereto as Exhibit A, subject to any changes during production that are mutually agreed upon by the parties (the “Delivery Schedule”), and in accordance with the delivery requirements attached hereto as Exhibit B (the “Delivery Requirements”), cleared and suitable for exhibition, free and clear of any and all liens, claims and encumbrances, and in compliance with all other the terms, conditions, requirements and specifications of this Agreement. The delivery schedule for any New Cycles shall be subject to the mutual agreement of the parties. Timely delivery of all Episodes is of the essence of this Agreement

ONE CNN CENTER Atlanta, GA 30303-2762 STACEY WOLF Assistant General Counsel T 404 827 2396 F 404 878 4138 Stacey.Wolf@turner.com

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(d) Producer Services. Producer shall furnish all customary television production services

required in compliance with Company’s requirements, including, without limitation, hiring talent and crew, filming, securing locations and required permissions, timely administrating all payroll, taxes, tax credits and the like, undertaking all necessary legal clearances and obtaining and delivering to Company all rights, clearances, permissions and releases (however denominated) required for Company’s full exhibition, exploitation, advertising and promotion of the Series, each Episode, and all other Material (as defined herein), and in compliance with Company’s Production Manual or instructions as provided to Producer by Company. Producer will provide non-exclusive but first priority and real, meaningful, substantial, material hands-on executive producing services with no other services materially interfering with the services hereunder during production and post production periods through delivery of the Series.

(e) Company Review and Approval. Company will at all times have the right of approval

over all key production, editorial and creative decisions, including, without limitation, stories, selection of subject groups and subcultures, production plans, talent, key crew, key Series location and location agreements, executive producers, showrunners, directors, credits, budgets, scheduling, above the line personal service contract terms and guild agreement terms, if any (collectively, the “Key Elements”). Notwithstanding the foregoing, Producer shall be solely and independently responsible for the hiring, termination, suspension, work assignments, transfer, discipline, direction of the workforce, and compensation and benefits, if applicable, for all personnel involved in the Series. Producer will deliver rough cuts and fine cuts for Company’s review, input and ultimate approval. Provided that the rough cuts and final cuts delivered by Producer are produced in accordance with the approved Key Elements, Company will not request changes that will result in substantial expenditures of time or money with respect to any Episode without negotiating a good faith budget increase for such Episode. All approvals required by this Agreement will be exercised in a reasonable and timely manner in accordance with the Budget (as defined herein) and the Delivery Schedule. The exercise of Company’s approval rights hereunder shall not diminish or otherwise affect Producer’s representations, warranties and/or indemnities as set forth in this Agreement.

(f) Insurance. Producer is responsible for obtaining and maintaining in full force and effect,

at Producer’s expense, insurance required by Company as set forth on Exhibit C and delivering certificates evidencing the same prior to Company funding any production payments hereunder. Producer acknowledges the insurance requirements set forth on Exhibit C and that the Budget (as defined herein) includes anyreflects the premiums associated with such requirements.

(g) Guilds or Unions. Producer understands and acknowledges that neither Company nor its parent or subsidiary companies are a signatory to any guild or union agreement (including, without limitation, the WGA, DGA, or SAG-AFTRA). Producer agrees to provide Company notice in the event it produces the Series, or any element thereof, subject to the jurisdiction of any guild or union. Without waiving any of Company’s other rights or remedies, in the event Producer produces the Series or any element thereof subject to any union or guild obligations, Producer shall be solely responsible and liable for all obligations and liabilities in connection with the development, production, exhibition and exploitation of the Series and any portion thereof, including, without limitation, all health, pension and welfare payments, rerun fees, reuse fees, penalties, royalties or residuals, however denominated. 3. Budget. Producer shall produce the Initial Cycle of the Series in accordance with the budget attached hereto as Exhibit D (the “Initial Cycle Budget”), and with the Delivery Requirements and Delivery Schedule. The Budget for any New Cycle (a “New Cycle Budget,” and together with the Initial Cycle Budget, each a “Budget”) shall be subject to good faith negotiation by the parties, but in no event will increase more than 4% on a year-over-year basis. The Budget shall include all fees payable in connection with the production of the Series and shall not include talent fees payable to Stroumboulopoulos pursuant to the Talent Agreement, any of Producer’s general overhead or any contingency, or any guild residuals, guild fringes and the like without Company’s prior written approval. The Budget also shall include payment of all fees to Producer and Producer’s principals not to exceed ten percent (10%) of the approved Budget less customary exclusions, e.g., the Producer Fee, prize monies, customary legal fees, breakage, agency packages, overages, production enhancements, interest, finance

Formatted: Not Highlight

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charges or fees, bank fees, completion bonds, etc. (the "Producer Fee"). Producer may reallocate amounts within the Budget only upon prior approval of Company, not to be unreasonably withheld. All tax breaks or other financial incentives in connection with the Series shall be subject to Company’s prior written approval, and the benefit of such breaks or incentives, if any, shall be shared equally between Producer and Company. Subject to Company’s rights of suspensions and/or termination in the event of Producer’s default or disability, or an event of force majeure (as defined herein), Company shall finance the actual cost of the production of the Series up to the amounts set forth in the final Budgets approved by the Company in accordance with the Company approved cash flow/payment schedule attached hereto as Exhibit E (the “Payment Schedule”). In the event of any underages, Company shall be entitled to 100% of such underages. Producer shall be responsible for any deficits and overages, unless requested by Producer and approved in advance as “breakage” in writing by a representative of Company. 4. Lock. If Company exercises one (1) New Cycle Option (i.e., Producer produces two Cycles of the Series), Producer will be locked at the Producer Fee for the remainder of the life of the Series on a pay-or-play basis (subject to Company’s take-over rights below, and subject to Company’s rights in the event of uncured default, disability or event of force majeure). 4.5. Credits. Without limiting Company’s approval rights hereunder, Producer understands and acknowledges that all credits shall comply with Company’s then-applicable credits policies and procedures and shall be subject to the prior written approval of Company. Provided that this Agreement has not been terminated for any reason and that Producer is not in default hereunder, and provided further that Producer completes all services required hereunder to Company’s satisfaction, Company hereby approves the following credits: individual executive producer credits and an animated logo credit together on one full screen card. Producer further agrees that the credits on each Episode shall contain a copyright notice in the name of Company (or its designee) in a form designated or approved by Company, and shall contain such other credits, legends, logos and other text and marks, if any, as may be required by Company. All other aspects of Producer’s credit shall be determined by Company in its sole discretion. 5.6. Clearances; Maximum Rights.

(a) Without limiting any of Producer’s obligations or responsibilities hereunder, Producer is

responsible for (at its sole cost, to be included within the applicable Budget) all legal clearances (including, without limitation, music clearances) and for obtaining and delivering signed agreements, consents, releases, clearances and licenses (in form and substance provided or approved by Company) for all persons appearing in, and all persons and entities otherwise licensing, granting or contributing rights, materials or services in connection with, the Material, including without limitation, all persons performing or appearing on camera or whose voice is audible in the Material (including without limitation, the rights to use their respective names, likenesses and identities), all location releases, intellectual property (e.g., logos, trademarks, copyright) licenses, clip licenses and music licenses (collectively, the “Releases”), so that the Material, including without limitation, all Episodes and all parts and elements thereof, is free and clear for Company’s exploitation and distribution (including, without limitation, in advertising and promotion in connection therewith), in any and all media now known or hereafter devised throughout the universe, in perpetuity, free and clear of any and all future obligations of any kind or nature whatsoever (whether financial or otherwise). Such Releases shall be entered into in the name of Producer or Company, as Company shall determine in its sole discretion (but, if entered into in the name of Producer, shall be fully assignable to Company without limitation or restriction or delay.) All Releases (together with a complete and accurate music cue sheet, in the format required by Company, and the “Rights Binder,” as described below and as further set forth in the delivery requirements provided by Company) shall be delivered concurrently with Producer’s delivery to Company of the applicable Episodes and shall comprise an essential element of delivery. The “Rights Binder” shall be in such form and substance as required by Company and shall contain, without limitation, a materials log chart which shall include, without limitation, an accurate, chronologically time-coded log of all third party material and other elements, and the identity of the source thereof (including items considered to be in the public domain), and such other information as Company shall require.

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(b) Without limiting Company’s approval rights with respect thereto, Producer agrees to acquire for Company in such Releases all rights necessary or advisable for the exhibition, distribution and exploitation of the Material, including without limitation, the Episodes and all parts and elements thereof, both within the Episodes as well as in and in connection with the advertising and promotion thereof (including, without limitation, institutional promotion of Company and its parent and related entities and/or any other exhibitor thereof), in any and all media (now known or hereafter devised), throughout the universe, in perpetuity, free and clear of any and all future obligations of any kind or nature whatsoever (whether financial or otherwise), provided that, if Producer is unable with best efforts to secure advertising or promotional rights, such restrictions shall be detailed in the ad/promo memorandum as set forth below. For the avoidance of doubt, Producer is responsible for ensuring that Company has the right to use and permit others to use the names, likenesses, voices, and biographical material of talent (if any) and other persons connected with the Series, including without limitation, persons appearing or performing in the Episodes, above-the-line personnel, crew, and any entities engaged in connection with the Series and/or any Episodes, as well as clips used in and all other elements of the Episodes and Series, for purposes of institutional advertising and commercial tie-ins, and in connection with the advertising, promotion and marketing of the Series and/or any Episodes thereof and the products and services of any sponsor thereof, in any and all media whether now known or hereafter devised. Producer will make available to Company all elements of the Episodes and Series (including, without limitation, still photographs and clips) which Company may request in connection with the foregoing activities and will cooperate with Company in its publicity efforts for the Series and any Episodes thereof. Producer will provide Company an ad/promo memorandum outlining any restrictions on advertising or promotional use of third party material as contemplated herein. 6.7. Sponsorships; Product Placements.

(a) Company shall solely and exclusively control all sponsors, sponsorships, and/or other similar opportunities (“Sponsorship Opportunities”) in and in connection with the Series and, without limiting the foregoing, Producer shall not seek, agree to or commit to any such Sponsorship Opportunities in connection with the Series or any Episodes without the prior written approval of Company in each instance, which may be given or withheld in Company’s sole discretion.

(b) Company shall solely and exclusively control all commercial signage, commercial tie-ins,

product placements, promotional consideration, merchandising and/or other similar opportunities (“Product Placements”) in and in connection with the Series and, without limiting the foregoing, Producer shall not seek, agree to or commit to any such Product Placements in connection with the Series or any Episodes without the prior written approval of Company in each instance, which may be given or withheld in Company’s sole discretion. In the event Company elects to include Product Placements, Producer shall do everything necessary to facilitate such Product Placements, including without limitation, the use or filming of commercial products including commercial signage, product or service placements, integrations and tradeouts, however denominated. 7.8. Ownership. All literary or other material of whatever kind or nature, written, created or furnished at any time (including, without limitation, the Episodes, the Series, the Bonus Materials and all parts and elements thereof, all titles, elements, music compositions, film and taped materials and outtakes) (all such material and all such results and proceeds being collectively, the “Material”) by Producer (and any person or entity engaged by Producer in connection therewith), and all of the results and proceeds of Producer's services (and the services of any person or entity engaged by Producer in connection therewith) hereunder and otherwise in connection with the Materials shall be solely created as a “work-made-for-hire” specifically ordered or commissioned by Company, with Company being deemed the sole author of the Material and the exclusive owner of all rights of every kind or nature, whether now known or hereafter devised in and to the Material, with the right to make all uses thereof and the right to control the reproduction, exhibition and exploitation of the Material, in perpetuity throughout the universe, in any and all media, whether now known or hereafter devised, and the right to make all changes in the Material as Company elects, in its sole discretion. If, under any applicable law, the fact that the Material is a work-made-for-hire is not effective to place authorship and ownership of the Material, and all rights therein, in Company, then, to the fullest extent allowable and for the full term of protection otherwise accorded to Producer, Producer hereby irrevocably

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and exclusively assigns and transfers such rights to Company. For the avoidance of doubt, Company shall have the right to modify, cut and edit the Material as Company shall determine in its sole discretion, and Producer hereby waives all rights of “droit moral” or “moral rights of authors” and any similar rights (if any) which Producer may now or hereafter have in the Material, without reservation or limitation. It is of the essence to Company that Producer requires that each person and entity rendering services, or furnishing rights or materials of any kind or nature in connection with the Material, or any part thereof, including without limitation any composers, shall enter into a written agreement confirming, for the direct benefit of Company, "work-made-for-hire" status and "droit moral" waiver, materially as set forth in this Section 8. 8.9. Confidentiality. Producer agrees that it shall (and shall cause its employees, contractors and agents) to keep all information (including without limitation the terms of this Agreement), materials, trade secrets, names, trademarks, and other data regarding the Series and each Episode thereof, and/or any other proposed activities of Company (collectively, “Confidential Information”) confidential and Producer shall not use or disclose any such Confidential Information, in whole or in part, to any party or entity, unless such Confidential Information becomes public information through no fault of Producer, or unless Producer obtains Company’s prior written consent, which consent may be given or withheld in Company’s sole discretion except to Producer’s professional advisors in their capacities as such who have a need to know such information in order to perform such professional services and who agree to be bound by the confidentiality obligations set forth herein. Producer acknowledges and agrees that this provision is of the essence to this Agreement. The foregoing obligation of confidentiality shall survive any expiration or termination of this Agreement. 9.10. Publicity. The timing and content of the initial press release announcing this Agreement or the Series shall be subject to the mutual approval of Producer and Company, provided that, in the event of a disagreement between the parties, Company’s decisions shall control. Following the initial press release, any press release announcing this Agreement and all other advertising, publicity and promotion for or in connection with the Series shall be exclusively in Company’s control. Without limiting the generality of the foregoing, Producer will not at any time issue or authorize any news story, magazine article or other publicity or information of any kind relating to this Agreement, the Series (or any Episode thereof), Company or any of its related or affiliated entities, without Company’s written consent in each instance. Further, Producer shall include in its contracts with all individuals and entities rendering services or furnishing rights in connection with the Series a provision that prohibits such individuals and entities from issuing any advertising or publicity that refers to the Series (or any Episode thereof), Company or any of its related or affiliated entities without Company’s approval in each instance, provided that, Producer may make incidental, non-derogatory mention of the Series following the initial press release without Company’s prior approval. Additionally, Producer shall have no right to use the names, trademark, logos, or trade names of Company, its parent, subsidiaries, affiliated entities, or the names or logos related to the Series for any purpose whatsoever, including but not limited to, publicity, public relations, or self promotion purposes without the prior written consent of Company. 10.11. Take-Over Rights. Notwithstanding anything to the contrary set forth in the Agreement and in addition to and without waiving any and all other rights or remedies available to Company, at law or in equity, Company shall have the right (at its option) to take over production of the Series in the event (a) of Producer’s disability lasting more than four weeks, (b) Producer is five (5) or more days behind the Company approved production and Delivery Schedule or otherwise fails to produce and deliver the Series or any episode thereof in accordance with the Company approved production and Delivery Schedule, and/or (c) Producer is five percent (5%) or more over the Company approved budget for any phase of production and/or in the event that Producer fails to comply with any other material terms and conditions contained in the Agreement. (For the avoidance of doubt, nothing herein shall relieve Producer of its responsibility for any deficits and overages in connection with the production and delivery of the Episodes as further set forth in the Agreement.) If Company exercises its take-over rights, Company shall assume all of Producer’s obligations directly related to the Series and shall be deemed to have been appointed the manager and agent of Producer for the purpose of completing such Episodes, and Producer shall, at Company’s request, place at Company’s disposal and under Company’s control, the production account and any and all other assets, persons and equipment employed and used by Producer in connection with the production of the Series, so as to allow Company or its designee(s) to

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take over production of the Series and/or Episodes and complete such production in any manner which Company deems feasible or desirable in its sole discretion. In such event, ownership, the copyright and all rights of copyright and copyright renewal in and to the Episodes and the Series, if any, not previously assigned or granted to Company hereunder shall automatically become solely and exclusively owned and controlled by Company and Company shall not have any further obligation whatsoever to Producer hereunder, except as set forth in this Section 11. For the avoidance of doubt, in the event that Company exercises its take-over rights as set forth in this Section 11, then Producer shall have no right in or claim to any portion of the Budget or the Producer Fee other than such amounts earned or committed by Producer to third parties directly in connection with the Series prior to the effective date of such take-over by Company, and Company shall have no further obligations to Producer hereunder. 11.12. Reversion. Provided that Producer is not in material default of this Agreement, if Company elects not to produce new Episodes of the Series, Company’s rights to the Series will be reassigned to Producer. For the avoidance of doubt, Producer shall have no right to use the title of the Series or the names, logos, trademarks, trade names or designs of Company, its parent, subsidiaries or affiliated entities, and Company shall retain all right, title and interest in the title of the Series and shall have the right to continue to exploit previously produced Episodes of the Series. Nothing contained herein shall prevent Company, subject to Company’s obligations in Section 4 of this Agreement, from engaging another production company to produce additional Episodes of the Series or shall be construed as prejudicial to any rights to which Company may otherwise be entitled as a member of the general public. 12.13. Representations and Warranties, Indemnity.

(a) Producer represents and warrants that: (i) it has the full right, power and authority to enter into this Agreement and to fulfill its obligations hereunder; (ii) the Series is based solely on an original idea of Producer and the Series, including without limitation, each Episode, and all parts and elements thereof, are and shall be original with Producer, except solely as to material within the public domain or licensed by Producer in accordance with the terms herein; (iii) there is no contract with any third party which will in any way interfere with any rights granted under this Agreement; (iv) neither the Series (including without limitation, each Episode, and all parts and elements thereof including, without limitation, the title and the credits) nor the use, telecast, advertising, promotion, exhibition or exploitation thereof, shall infringe upon or violate the right of privacy, publicity of, or constitute a libel or slander against, or violate any intellectual property rights (including without limitation, rights of copyright, trademark or service mark) and/or any common law or other right of any kind or nature any person, firm or entity and/or so-called moral rights of authors (“droit d’auteur” or “droit moral”); (v) there are no claims, actions, proceedings or suits of any kind or nature, pending or threatened, with respect to the Series (including, without limitation, the Episodes and/or any Material), all of which shall be delivered to Company free and clear of all liens, claims and encumbrances of any kind or nature); (vi) it has caused to be conducted, at its sole expense, a full copyright and trademark clearance search of the title of the Series and pursuant to such search, the title is or shall be available for use for the Series, and the advertising, promotion and exploitation thereof, to the full extent of Company’s rights hereunder; (vii) all costs of production of the Series (including without limitation, the Episodes and all other Material) have been paid, or will be paid, and Producer will promptly pay when due all taxes, fees and charges required to be paid by union or guild agreements (including, without limitation, any and all residuals), together with all fees for the use of copyrighted materials in the Material, contractual obligations or otherwise, including, but not limited to, payment by reason of use of the Series, each Episode and/or any other Material; (viii) it has researched the subject matter of each Episode of the Series fully and the factual assertions contained therein are correct and accurate as of the delivery of each Episode to Company; (ix) with respect to all music and/or lyrics contained in any Episode, the performing rights thereto necessary for exhibition of such Episode will, upon delivery, be: (A) controlled by ASCAP, BMI or SESAC; (B) in the public domain throughout the universe; or (C) owned by or duly licensed to Producer for use and performance throughout the universe, in any and all media, whether now known or hereafter devised, in perpetuity, and (x) the Series and each Episode thereof will be produced in compliance with all applicable laws and regulations of duly constituted governmental authorities having jurisdiction over Producer’s activities hereunder, including, without limitation, applicable common law, all relevant statues and the rules and regulations of the Federal Trade Commission, the Federal Communications Commission and

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the Department of Justice, and that any obligation of Company is subject to Producer’s compliance with all such applicable laws, statutes, rules and regulations.

(b) Company represents and warrants that: (i) it has the full right, power and authority to enter into this Agreement and to fulfill its obligations hereunder; and (ii) it shall comply with all applicable U.S. laws and regulations related to the distribution, exhibition or other exploitation of the Material, including, without limitation, applicable common law, all relevant statues and the rules and regulations of the Federal Trade Commission, and the Federal Communications Commission.

(c) Producer hereby agrees to assume liability for, and shall, to the fullest extent permitted

by law, indemnify, defend (at Company’s sole election but with counsel approved by Producer’s insurance company(ies), acting reasonably), protect, save and hold harmless Company and its parent, ultimate parents, subsidiaries, related and affiliated entities, and each of their respective present, former and future agents, officers, directors, employees, shareholders, partners, contractors, insurers, predecessors, successors, licensees, assigns and attorneys (collectively, “Company Indemnified Parties”), from and against any and all claims, demands, counterclaims, actions, suits, costs, liabilities, liens, judgments, obligations, losses, penalties, damages and/or expenses, including, without limitation, all reasonable outside attorneys’ fees and court costs, of any kind or nature whatsoever, in law, in equity or otherwise (collectively “Claims”), imposed on, incurred by, or asserted against any Company Indemnified Party by any third party, arising out of or related to: (i) Producer’s breach or alleged breach of any representation, warranty, covenant or obligation of Producer contained in or made pursuant to this Agreement, or (ii) the development, production or delivery of the Series, or any part thereof (including, without limitation, any Episodes thereof and any Material provided by Producer hereunder), unless such Claim is based upon a breach of Company’s representations and warranties set forth herein.

(d) Company hereby agrees to assume liability for, and shall, to the fullest extent permitted by law, indemnify, defend (at Producer’s sole election), protect, save and hold harmless Producer and its parent, ultimate parents, subsidiaries, related and affiliated entities, and each of their respective present, former and future agents, officers, directors, employees, shareholders, partners, contractors, insurers, predecessors, successors, licensees, representatives, assigns and attorneys (collectively, “Producer Indemnified Parties”), from and against any and all Claims, imposed on, incurred by, or asserted against any Producer Indemnified Party by any third party, arising out of or related to (i) Company’s breach or alleged breach of any representation, warranty, covenant or obligation of Company contained in or made pursuant to this Agreement or (ii) the telecast, use or other exhibition or exploitation of the Series, or any part thereof (including, without limitation, any Episodes thereof and any Material provided by Producer hereunder), unless such Claim is based upon a breach of Producer’s representations and warranties set forth herein.

(e) On written notice by any Company Indemnified Parties or Producer Indemnified Parties

(each, an “Indemnified Party”) of any action or claim alleging any facts which, if true, would give rise to either party’s indemnity hereunder (an “Indemnifying Party”), the Indemnifying Party promptly will undertake, at its own expense, to resolve such action or claim including, as necessary, providing the Indemnified Party with a full defense in such action or claim, using counsel acceptable to the Indemnified Party. Counsel selected by the Indemnifying Party’s insurance company, acting reasonably, shall be deemed acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any such action or claim in any manner that affects the Indemnified Party’s rights without its written permission, not to be unreasonably withheld. If the Indemnifying Party fails promptly to appoint counsel to defend the Indemnified Party in any such action or claim, the Indemnified Party may undertake its own defense and retain its own counsel at a reasonable cost to be paid by the Indemnifying Party. 13.14. No Injunctive Relief. In the event Company is in breach of any provision of this Agreement, Producer specifically acknowledges and agrees that the damage, if any, caused thereby will not be irreparable or otherwise sufficient to entitle Producer to injunctive or other similar equitable relief. Producer’s remedies, if any shall be limited solely to an action for damages at law. Producer shall not be entitled by reason of any such breach to rescind this Agreement, to restrain Company’s exercise of any of the rights granted to Company hereunder, or to enjoin or restrain the distribution, exhibition or exploitation of any Episodes or

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Material hereunder in any media whatsoever, whether now known or hereafter devised, or any advertising, publicity or promotion in connection therewith. Producer acknowledges that the production services to be provided by Producer hereunder are of a unique nature, that Company may not be adequately compensated at law for any breach by Producer and that Company shall be entitled to seek, among other remedies, injunctive relief. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and shall not in any way limit any other remedy, right, undertaking, obligation or agreement of either party. 14.15. Audit. Upon no less than ten (10) business days’ notice, Company shall have the right to examine and audit the books and records of Producer relating to the Series (including, without limitation, to determine the actual production costs thereof) at Producer’s then principal place of business, and/or Company shall have the right to require Producer to deliver such books and records to Company for examination and audit at Company’s offices. Producer shall keep and maintain all such books and records at its principal place of business (currently the address set forth on the first page of this Agreement) at all times during production and for a minimum of three (3) years thereafter (or such longer period as may be required by law or IRS regulations). Producer will promptly inform Company in writing of any change of location of its principal place of business; provided that in no event shall such books and records be kept outside of the United States. 15.16. Force Majeure. (a) In the event the development, production or delivery of any Episodes of the Series as required herein is or is likely to be delayed, prevented or impeded by reason of any “force majeure event” (as defined below), Producer shall immediately notify Company (verbally and in writing), specifying the exact nature and details of the force majeure event. The parties thereupon shall attempt, in good faith, to resolve any problems resulting from such (actual or anticipated) force majeure event; provided that in the event of a disagreement (or if the exigencies require an immediate decision), Company’s decisions shall control. As used herein, a “force majeure event” shall mean a bona fide Act of God, inevitable accident, fire, lockout, strike or other labor dispute, riot or civil commotion, act of public enemy, order or act of government, failure of technical facilities, death, illness or incapacity of Stroumboulopoulos, or other similar occurrence not within Producer’s responsibility or control and which Producer could not have reasonably anticipated, prevented or ameliorated; or any disruption or impairment of Company’s normal business operations which impedes or interferes with Company’s development, production, exhibition or exploitation of the Series, or any Episodes thereof. (b) Company’s rights and remedies on account of an actual or anticipated force majeure event shall be cumulative (and the exercise of one shall not preclude Company’s exercise of another), and without limiting such rights and remedies (including, without limitation, under any applicable insurance policy), if Company determines (in its sole discretion) that such problem cannot adequately be resolved to Company’s satisfaction, then Company shall have the option (in Company’s sole discretion) of terminating this Agreement due to such actual or anticipated force majeure event. In the event of such termination: (i) Company shall not be obligated to pay any further funds or other compensation to Producer hereunder other than amounts committed by Producer to third parties directly in connection with the Series prior to the effective date of such termination; (ii) all funds previously paid to Producer hereunder which Producer has not earned up to the effective date of such termination and/or is not obligated to pay to third parties for goods, services or rights rendered or granted in connection with the Series as provided hereunder (with Producer making commercially reasonable efforts to mitigate such expenses) shall immediately be refunded to Company; and (iii) all Material (including, without limitation, the Series and all Episodes) shall be immediately delivered to Company. Company’s other rights and remedies shall include (each to be exercised in Company’s sole discretion): the right to cancel or reduce the number of Episodes ordered; and/or to suspend Producer’s services, and Company’s obligations, under this Agreement; and/or to suspend and extend any dates (including, without limitation, option dates) under this Agreement and any other agreement entered into by Producer in connection with the Series, or any Episode thereof. Without limiting the foregoing, Producer shall obtain, in all third party agreements (including, without limitation, all agreements with cast and other above-the-line personnel and agreements for underlying rights, facilities and materials), the unlimited right to suspend, extend and

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terminate such agreements, and Producer’s obligations thereunder (and suspend and/or extend any option, ‘pickup’ or order dates, ‘hold’ periods, dates on which an employee’s or vendor’s priority of services for Producer changes or similar outside dates or deadlines therein) on account of a force majeure event; and Producer shall exercise any such rights solely with the prior written approval, or at the direction, of Company. Any periods suspended and extended by (or with the approval of) Company shall include (as designated by Company in its sole discretion) up to the entire duration of the force majeure event plus a reasonable period of time to resume operations after the cessation thereof. 16.17. Adam Walsh Act Compliance. Without limiting the other representations and warranties under this Agreement, Producer represents, warrants and agrees that:

(a) Producer is familiar with the provisions of U.S. Code, Title 18, Sections 2257 and 2257A (entitled The Adam Walsh Child Protection and Safety Act of 2006), and the implementing rules related thereto (including Part 75 of Title 28 of the Code of Federal Regulations [“C.F.R.”]) (collectively, the “Act”);

(b) Producer and all sub-entities owned or controlled by Producer, if any, who are or will be

involved in the production of visual depictions of performers (whether by filming, taping, photographing, digitizing or otherwise creating digitally- or computer-manipulated images of a visual depiction of an actual human being) for the Series and any Episodes thereof (“Sub-Entities”) regularly and in the normal course of business collect and maintain individually identifiable information regarding all performers employed by them (including, without limitation, those performers on the Episodes), pursuant to Federal and State tax, labor or other laws, labor agreements, or otherwise pursuant to industry standards, and such information includes the name, address, and date of birth of each performer;

(c) Producer and all such Sub-Entities are qualified to avail themselves of the exemption set

forth in U.S. Code, Title 18, Section 2257A(h)(1)(A) and Part 75.9 of Title 28 of the C.F.R. (the “Safe Harbor,” with the certification required by the Safe Harbor being referred to as the “Safe Harbor Certification”);

(d) Either Producer on its own behalf and on behalf of all such Sub-Entities, or each of

Producer and each such Sub-Entity individually, has submitted or will submit duly, truthfully and timely (as defined in the Safe Harbor) to the U.S. Attorney General the Safe Harbor Certification and there have been and will be no changes to Producer’s (and such Sub-Entities’) practices or production activities since the date of filing that would make the Safe Harbor Certification no longer true and valid or require the filing of a new Safe Harbor Certification (and Producer will, upon Company’s request, deliver to Company a copy of each such Certification); and

(e) If Producer, or any of its Sub-Entities, engage any person or entity who is or would be

considered a “primary producer” (as defined in Part 75.1 of Title 28 of the C.F.R.) of the Program (each, a “Third Party Producer,” if any), then Producer has obtained and/or will obtain (as a condition precedent to such engagement) from each Third Party Producer: (x) written representations, warranties and agreements in the exact same text as set forth in clauses (a) through (d) above, inclusive, and (y) a true and correct copy of the Safe Harbor Certification filed by such Third Party Producer (and Producer will, upon Company’s request, deliver to Company a copy of each such Certification).

Producer understands and agrees that a failure to comply with any representation, warranty or obligation contained in this Section 17 and/or to otherwise comply with the Safe Harbor and Act shall be deemed a material breach of this Agreement. Without limiting any other remedy Company may have against Producer for Producer’s failure to comply fully with the Safe Harbor and the Act, Company shall be entitled to rescind this Agreement and shall also have the right in such circumstance to recover from Producer (x) all payments theretofore made to Producer in connection with the Series, the Episodes and this Agreement and (y) all costs incurred by Company to produce the Series (or any Episodes thereof) itself or with, or to license a similar program from, a third party.

17.18. Assignment.

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(a) Producer shall not have the right to sell, assign, or transfer (all hereinafter referred to as “assign” or an “assignment”) this Agreement, or delegate any of Producer’s obligations hereunder, voluntarily or by operation of law, without the prior written consent of Company in each instance. Any such purported assignment or delegation without such prior written consent shall be null and void and of no force and effect.

(b) This Agreement, or any part hereof, and Company’s rights and privileges hereunder, or any part hereof, may be freely assigned by Company; and in the event of any such assignment: (i) this Agreement shall remain binding upon Producer and inure to the benefit of any such assignee; and (ii) Company shall be relieved of its obligations hereunder provided the assignee has assumed in writing Company’s executory obligations hereunder.

18.19. Package. Company has agreed to pay a package fee of 3% of 85% of the Budget for each Cycle of the Series, calculated exclusive of overages, agency commissions, enhancements, etc. 19.20. Contingent Compensation. Producer shall be entitled to receive an amount equal to 10% of 100% of Company’s MAGR, as defined in the attached Exhibit F. Producer acknowledges and agrees that Company shall not be required to pay Producer contingent compensation for any airing or runs of the Series on any Turner networks, including, without limitation, CNN, CNNI, CNNE, HLN, TBS or TNT. 20.21. Exhibits. All of the Exhibits attached hereto are incorporated herein by this reference. 21.22. Miscellaneous.

(a) Independent Contractor. It is acknowledged and agreed that Producer’s relationship to Company is and shall be that of an independent contractor. Producer acknowledges and agrees that Producer, and its employees, agents, contractors, and suppliers are not employees of Company and shall not be so treated at any time by either Producer or Company. Nothing herein shall be deemed to create an employment, joint venture, agency, or partnership relationship between the parties hereto, and neither party is authorized or shall act toward any third party, individual, entity, or the public in any manner that would indicate any such relationship to the other. This prohibition shall specifically preclude any ability of Producer to make commitments to labor unions on behalf of Company or its affiliates, or to bind Company or its affiliates to any requirement to arbitrate any dispute between Producer and its employees or any organization representing them. Producer warrants that all employees, agents, contractors and suppliers engaged or provided in connection with the services hereunder shall have the necessary licenses, visas, work permits or other government approvals before commencing services. Producer shall be solely responsible for any and all taxes which may be imposed upon, or levied or assessed against payments made by Company to Producer hereunder; and Producer represents, warrants and covenants that it shall remit to the applicable governmental authorities such taxes which may be due in connection with payments made by Company to Producer hereunder. Without limiting the foregoing, Producer shall be solely responsible for (and Producer’s indemnification obligation under this Agreement shall include, without limitation, defense and indemnification of Company from claims arising from): (a) the payment of compensation to Producer’s employees, agents, contractors and suppliers; and (b) withholding, paying, and reporting, any and all federal, state, or local personal income taxes, social security, unemployment and sickness disability insurance and all payroll taxes with respect to its employees, agents, contractors and suppliers, including contributions from them when and as required by law. Without limiting the foregoing, Producer shall be solely responsible for all obligations and liabilities incurred, including, without limitation, for any taxes or employee benefits arising from the compensation paid by Company to Producer hereunder.

(b) Payola. Producer represents and warrants that the Series, and each Episode thereof, will be produced in compliance with all applicable laws and regulations including, without limitation, all relevant statutes and the rules and regulations of the Federal Communications Commission. In particular and without limitation, Producer acknowledges that it is aware of the provisions of Sections 317 and 508 of the Federal Communications Act (47 U.S.C. Sections 317 and 508) and will comply with all requirements thereunder to the extent applicable to Producer. Producer understands that, without the

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prior written approval of Company in each instance, it is the policy of Company not to permit the acceptance or payment of any consideration for the inclusion of any matter in the Series, or any Episode thereof, and any failure to abide by such policy will be deemed a material breach of this Agreement. Producer shall inform its employees and other persons with whom it deals in connection with the Series, or any Episode thereof, of the obligations under this paragraph. Without limiting the foregoing, Producer represents and warrants that Producer (including, without limitation, personnel supplied by it hereunder) has not accepted and will not accept or agree to accept, from any person other than Company, any money, service, or other valuable consideration for the inclusion of any matter in the Series, or any Episode thereof.

(c) Notices. Except as otherwise expressly specified in this Agreement, all notices shall be given in writing, by certified mail (return receipt requested), overnight express courier, personal delivery, or by facsimile (with confirmation of receipt) to the party concerned, at the address specified hereunder or at such other address as may be subsequently designated in writing by such party. Notice shall be deemed given on the date received if by certified mail, on the day of faxing if by facsimile (if faxed before 6:00 PM, receiving party’s time; otherwise, the next business day following the day of faxing), the day delivered if by personal delivery, or the first business day following the overnight mailing if sent by reputable overnight courier. Notices shall be sent to the following addresses:

To Company: CNN Productions, Inc.

One CNN Center Atlanta, GA 30303 Fax: (404) 878-2854

Attn: Stacey Wolf, VP of Business Affairs

with a copy to: CNN Productions, Inc. One CNN Center Atlanta, GA 30303 Fax: (404) 878-2854 Attn: Legal

To Producer: Embassy Row Productions 325 Hudson Street, Ste. 601 New York, NY 10013

Fax: (212) 507-9701 Attention: Ruth Chen (d) Severability. In the event that any term or provision of this Agreement shall be held invalid

by a court of competent jurisdiction or governmental agency of competent jurisdiction: (i) the provision of this Agreement so affected shall be limited only to the extent necessary to permit compliance with the minimum legal requirement; (ii) no other provisions of this Agreement shall be affected thereby; and (iii) all such other provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace any invalid, illegal or unenforceable provision with a valid provision, the effect of which comes as close as possible to that of such invalid, illegal or unenforceable provision.

(e) Governing Law. This Agreement shall be governed by the laws of the State of New York and the parties agree that any dispute arising hereunder must be brought in any Federal or State Court of competent jurisdiction in New York, New York and each party consents to the jurisdiction thereof.

(f) Further Documents. Producer agrees to execute, deliver and/or file any and all further instruments, which Company may reasonably deem necessary to carry out the purposes of this Agreement consistent herewith.

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(g) Entire Understanding. This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written, between the parties relating to the subject matter hereof. Any amendments, additions to or changes in this Agreement shall be valid only if set forth in writing and signed by the parties.

(h) Waivers; Paragraph Headings; Construction. No waiver of any term or condition of this Agreement shall be construed as a waiver of any other term or condition hereof; nor shall any waiver of any default under this Agreement be construed as a waiver of any other default hereunder. The descriptive headings of the paragraphs of this Agreement are for convenience only and do not constitute a part of this Agreement. The parties agree that ambiguities contained in this Agreement (if any) are not to be construed against the drafter of this Agreement.

(i) Survival. All representations, warranties, confidentiality provisions, and indemnities contained herein or made by either party in connection herewith shall survive the execution, delivery, suspension, expiration and termination of this Agreement or any provision hereof.

(j) Counterparts. This Agreement may be executed in any number of counterparts and each such counterpart shall for all purposes be deemed an original. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

Please indicate your agreement to the foregoing by your signature below. Very truly yours, CNN PRODUCTIONS, INC. By: Its: ACCEPTED AND AGREED TO: EMBASSY ROW PRODUCTIONS By: Its: Federal ID#: _______________

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Exhibits: Exhibit A: Delivery Schedule Exhibit B: Delivery Requirements Exhibit C: Insurance Requirements Exhibit D: Initial Cycle Budget Exhibit E: Payment Schedule Exhibit F: MAGR Definition

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EXHIBIT C

INSURANCE REQUIREMENTS Producer (or Producer’s payroll services company as respects (i) below) shall procure and maintain, at its sole cost and expense, at all times during the production of the Series, the insurance policies described in Sub-Paragraphs (i) - (viii) below. Such insurance policies shall be issued by an insurance carrier reasonably acceptable to Company. Producer shall obtain quotes for applicable insurance coverages through the Time Warner Negative Pickup Plan. Please contact Neil Walls or Kristy George in the Turner Broadcasting System, Inc. Risk Management Department regarding this Series (contact information is noted below). The Commercial General Liability, Automobile Liability, Excess/Umbrella Liability Insurance, and Producers’ Media Liability policies described below, shall name Companay, Turner Broadcasting System, Inc. and Time Warner Inc., and each of their respective direct and indirect parents, subsidiaries, affiliates and related companies, the respective licensees, successors and assigns of each of the foregoing, and the respective officers, directors, agents, employees, representatives and contractors (to the extent that any of Company Insureds would be liable to indemnify and/or defend them) of every one of the foregoing, (collectively, the "Company Insureds"), as additional insureds and Producer shall provide a certificate of insurance as evidence of these coverages toat the following address: Risk Management Department, One CNN Center 8 NW, Atlanta, GA 30303 Attention: Neil Walls. Producer shall cause its insurance carrier(s) to waive insurer's right of subrogation with respect to Company Insureds in accordance with the indemnity provisions set forth in this Agreement. Said liability policies shall be primary and not excess of or contributory to any other insurance provided for the benefit of or by Company or its parents, affiliates and subsidiaries. Each policy shall include a provision that such policy may not be revised, modified, or canceled without at least thirty (30) days prior written notice provided to Company. Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. On or before the effective date of any cancellation or termination, Producer shall replace the applicable policy of insurance with another policy of insurance (and shall deliver to Company certificates of such insurance) in compliance with this paragraph. Producer shall be responsible for any and all deductibles under each insurance policy obtained in accordance herewith. (i) Producer’s payroll services company shall obtain Workers' Compensation with

statutory limits and Employer’s Liability Insurance with limits not less than $1,000,000 each accident, $1,000,000 disease - each employee and $1,000,000 disease - policy limit, covering all persons (including independent contractors) employed or otherwise engaged by Producer or its payroll services company in connection with the Series, including, if applicable, international Workers' Compensation Insurance (which policy shall be endorsed to include employer's liability insurance and repatriation expense). Producer shall require all independent contractors with which Producer contracts in connection with the Series to carry Workers' Compensation insurance for their employees if required by law.

(ii) Producer shall obtain Commercial General and Excess/Umbrella Liability

Insurance including, without limitation, coverage for contractual liability, personal and advertising injury, bodily injury, death and property damage. Producer shall maintain primary limits of liability and/or Excess/ Umbrella Liability coverage with combined limits of not less than $4,000,000 each occurrence and in the aggregate.

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(iii) Producer shall obtain Automobile and Excess/Umbrella Liability Insurance, including coverage for owned, non-owned and hired vehicles, with not less than $3,000,000 combined single limit for bodily injury and property damage.

(iv) Producer shall maintain primary limits of liability and/or Excess Umbrella Liability

coverage with not less than $4,000,000.Intentionally Deleted.

(v) Producer shall obtain insurance covering, without limitation and as applicable (i) the cast and other talent providing services in connection with the Series, if applicable including "key man" insurance coverage for Artist's services in an amount reasonably satisfactory to Company; (ii) the theft, destruction or loss of props, sets and wardrobe; (iii) the theft, destruction or loss of all miscellaneous owned and/or rented equipment; (iv) third party property damage; (v) destruction or loss of the original 35mm print, 24p and/or videotape of the Series; (vi) faulty stock, camera and processing; and (vii) tenants' legal liability or the equivalent thereof all with limits reasonably acceptable to Company and as may be customary in the industry. Company Insureds shall also be named under the Production Insurance Policy as a Loss Payee as their interests may appear.

(vi) If applicable, Producer shall obtain Guild Travel Insurance as required by the

guild or union contracts to which Producer becomes signatory for this Series. (vii) When applicable, Producer shall obtain any other ancillary insurance as deemed

reasonably necessary by Company including, but not limited to, Foreign General and Automobile Liability; Aircraft Liability and Hull Insurance (which coverage may be supplied by aircraft owner provided Company and Producer are added as additional insureds under said third party policy(ies)); Watercraft Liability and Hull Insurance; and Railroad Protective Insurance.

(viii) Producer shall obtain a television's Producer's Media Liability (Errors and

Omissions) policy, issued by a reputable company approved by Company and naming the Company Insureds as additional insureds, with coverage of at least $5,000,000/$5,000,000 and with a deductible of not greater than Twenty Five Thousand Dollars ($25,000). Said policy shall contain no non-standard exclusions or deductibles for a company of Producer’s size in Producer’s industry. Producer shall be responsible for payment of any deductibles or self-insured retentions under its policy. The policy shall be renewed such that coverage is maintained for a three (3) year term from the date of this Agreementthe application is accepted by the carrier. Because production delays may occur, Company may require Producer to maintain coverage for a period longer than three (3) years, when applicable.the policy shall include a renewal provision.

Producer shall deliver to Company a copy of all valid insurance certificates and, endorsements (in the form and substance reasonably satisfactory to Company) or policies evidencing the insurance described above on or before the start of principal photography or production. For all coverage described in this paragraph, Producer shall maintain said coverage as specified, and shall pay all premiums in a timely manner. Producer agrees that prior to securing any of the foregoing insurance policies, Producer shall submit to Company a description of the general terms of each such proposed insurance policy and a written quote as to the cost of same. Upon cancellation of any insurance policy required herein, Producer shall deliver to Company replacement certificates of insurance which comply with the terms hereof prior to the effective date of such cancellation. Failure to provide such certificates and endorsements in the manner and time required by this Exhibit or to maintain the insurance specified herein prior to commencement of services under this Agreement shall be deemed a material breach of this Agreement and shall entitle Company to immediately suspend payments to Producer.

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Please direct all insurance placement related questions to Turner Broadcasting’s Risk Management Department:

Neil Walls, Sr. Risk Manager 404-878-0154 neil.walls@turner.com Kristy George, Manager 404-878-2622 kristy.george@turner.com

Unless otherwise approved by Company Legal Department and Risk Management, all insurance quotes under this Agreement will be placed under the Time Warner, Inc. Pickup Program. Please contact the Risk Management Department to quote and place insurance.

1

Allen, Louise

From: Luehrs, DawnSent: Tuesday, January 29, 2013 9:05 PMTo: Chen, RuthCc: Barnes, Britianey; Allen, LouiseSubject: RE: ER // CNN // Untitled George S. Project

Louise will work on this first thing … she’s in Canada so her day starts a little earlier than ours.  …..d  Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax  

From: Chen, Ruth Sent: Tuesday, January 29, 2013 3:52 PM To: Luehrs, Dawn Cc: Barnes, Britianey; Allen, Louise Subject: RE: ER // CNN // Untitled George S. Project  George Stroumboulopoulos   Tonight would be fantastic, otherwise first thing tomorrow AM is fine too. Thanks!  

From: Luehrs, Dawn Sent: Tuesday, January 29, 2013 3:50 PM To: Chen, Ruth Cc: Barnes, Britianey; Allen, Louise Subject: RE: ER // CNN // Untitled George S. Project  Do you need this tonight?  By the way, who is George S?  Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax  

From: Chen, Ruth Sent: Tuesday, January 29, 2013 3:25 PM To: Luehrs, Dawn Cc: Barnes, Britianey; Allen, Louise; Zechowy, Linda; Johnston, Tammy; Johnson, Michelle; Taylor, Eva Subject: RE: ER // CNN // Untitled George S. Project  Per your request, please see the attached. This is a production services deal. Please note that we are still negotiating the attached so this is not the final agreement.   Thank you all for your help.   

From: Luehrs, Dawn Sent: Tuesday, January 29, 2013 1:28 PM

2

To: Chen, Ruth Cc: Barnes, Britianey; Allen, Louise; Zechowy, Linda Subject: FW: ER // CNN // Untitled George S. Project  Ruth,  We always need the full agreement before we can assess.  Louise was going to work on it but will be leaving shortly.  You needed this today, correct?  ……..d  Dawn Luehrs Director, Risk Management Production (310) 244-4230 - Direct Line (310) 244-6111 - Fax  

From: Allen, Louise Sent: Tuesday, January 29, 2013 1:05 PM To: Barnes, Britianey Cc: Luehrs, Dawn; Clausen, Janel Subject: RE: ER // CNN // Untitled George S. Project  Do we know what type of agreement this is?  Only Exhibit C – Insurance is attached so I can’t tell if this is a distro deal or a location shoot or ????  Normally I would go back to production and ask what type of agreement it is or to send the entire agreement before I review.  

From: Barnes, Britianey Sent: Tuesday, January 29, 2013 2:56 PM To: Allen, Louise Cc: Luehrs, Dawn; Clausen, Janel Subject: FW: ER // CNN // Untitled George S. Project  Hi Louise – You were left off the email below so I am forwarding because it’s a rush. Can you please review the attached and send to Dawn before sending back to production? The Embassy Row group has been a little difficult to work with.  

Britianey P. 310.244.4241 F. 310.244.6111 britianey_barnes@spe.sony.com  

From: Chen, Ruth Sent: Tuesday, January 29, 2013 10:26 AM To: Luehrs, Dawn; Clausen, Janel; Barnes, Britianey Cc: Johnston, Tammy; Johnson, Michelle; Taylor, Eva Subject: ER // CNN // Untitled George S. Project  Hi all,  We are in the midst of negotiating a straight to series 1 hour project at CNN. We are unfortunately under a time crunch as the network wants to announce this show at Real Screens this week. Attached is the insurance requirements exhibit that we’ve just received. Would appreciate your thoughts/comments and we can get this back to CNN asap. Thanks much in advance.   

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Best, Ruth