{"id":42236,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/direct-revenue-sharing-adjustable-license-agreement-blockbuster.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"direct-revenue-sharing-adjustable-license-agreement-blockbuster","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/direct-revenue-sharing-adjustable-license-agreement-blockbuster.html","title":{"rendered":"Direct Revenue Sharing Adjustable License Agreement &#8211; Blockbuster Inc. and Universal Studios Home Video"},"content":{"rendered":"<pre>\n            DIRECT REVENUE SHARING ADJUSTABLE LICENSE AGREEMENT\n\nTHIS AGREEMENT (the 'Agreement') is made the 13th day of October, 1998 (the\n'Effective Date').\n\nBETWEEN:\n\n(1) BLOCKBUSTER INC. whose principal place of business is at 1201 Elm Street,\nDallas, Texas 75270 (hereinafter referred to as 'Blockbuster,' which shall be\ndeemed to include its assigns once assigned); and\n\n(2) UNIVERSAL STUDIOS HOME VIDEO whose principal place of business is at 100 \nUniversal City Plaza, Universal City, California 91608 (hereinafter referred \nto as 'USHV,' which shall be deemed to include its permitted assigns once \nassigned).\n\nWHEREAS:\n\n(A) Blockbuster and certain of its Affiliates (the terms initially \ncapitalized in this Agreement and not otherwise defined herein shall have the \nrespective meanings set forth in Paragraph 1 of this Agreement) own, operate \nand franchise retail stores which, among other things, rent, sell and market \npre-recorded videocassette tapes to the general public; and\n\n(B) USHV and certain of its Affiliates acquire, produce, license, market and \nsell motion pictures on pre-recorded videocassette tapes;\n\n(C) USHV and Blockbuster are willing to enter into this Agreement under which \nBlockbuster licenses, and has the option to purchase at the end of the \nRevenue Sharing Period from USHV, the specified number of Copies of each \nRental Picture set forth herein;\n\n(D) Blockbuster is willing to report electronically on an ongoing basis during\nthe Revenue Sharing Period information as to the rental of Copies per Rental\nPicture as set forth in Exhibit D, attached hereto and made a part hereof.\n\n----------\n*     Pages where confidential treatment has been requested are stamped\n      'Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment', and the confidential\n      section has been marked with a star (*).\n\n\n                                       2\n\n\nNOW THEREFORE, based on the above premises and in consideration of the mutual\ncovenants and agreements contained herein, the receipt and sufficiency of which\nare hereby acknowledged, the parties agree as follows:\n\n1. DEFINITIONS:\n\n      a. 'Affiliate' shall mean (i) in the case of USHV, all companies which \nare controlled by or in which USHV has a controlling interest or which have a \ncommon direct or indirect parent; and (ii) in the case of Blockbuster, all \ncompanies which are controlled by or in which Blockbuster has a controlling \ninterest or which have a common direct or indirect parent.\n\n      b. 'Agreement Year' shall mean a twelve (12) month period commencing on \nthe Effective Date of this Agreement. Each year in the Term may be referred \nto as an 'Agreement Year' or 'Agreement Year One' or 'Agreement Year Two.'\n\n      c. 'Bad Debt' shall mean *\n\n      d. 'Blockbuster Headquarters' shall mean the corporate office of\nBlockbuster located at 1201 Elm Street, Dallas, Texas 75270.\n\n      e. 'Copy(ies)' shall mean English language and Spanish sub-titled VHS \nvideocassettes of the Rental Pictures licensed by Blockbuster from USHV for \nHome Video Distribution. All other formats, including laserdisc, digital, \ndivx and DVD are not included under this Agreement.\n\n      f. 'Damaged Copies' shall mean those Copies which become materially\ndamaged by Participating Store personnel, customers, or otherwise, during the\nfirst ninety (90) calendar days of the Revenue Sharing Period.\n\n      g. 'Defective Copies' shall mean those Copies that are mechanically\ndefective, mispackaged or contain extraneous material. Such extraneous material\nmay include, without limitation, pornographic, obscene or scenes of an\ninappropriate nature placed on Copies, provided, however, that such extraneous\nmaterial shall not include the actual feature motion\n\n----------\n*     Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment.\n\n\n                                       3\n\n\npicture content or trailers so long as such content is not altered in any way\nand is in compliance with the MPAA rating and the definition of Rental Pictures.\n\n      h. 'Distribution Center' shall mean Blockbuster's distribution center that\nis currently in McKinney, Texas. Blockbuster may add an additional two (2)\ndelivery points in the United States at its option.\n\n      i. 'Dreamworks Pictures' shall mean all pictures, whether \ntheatrical-length or otherwise, for which USHV provides fulfillment services \nunder its Dreamworks deal agreement.\n\n      j. 'Franchise Stores' shall mean Blockbuster franchise stores designated\nby Blockbuster from time to time as ordering Copies through Blockbuster. If a\nFranchise Store elects to participate hereunder and is therefore designated by\nBlockbuster pursuant to this Paragraph, it shall be deemed a Participating\nStore.\n\n      k. 'Gross Box Office' or 'GBO' shall mean the box office gross receipts \nearned by a Rental Picture in the United States and Canada measured from the \nRental Picture's initial theatrical release in the Territory until the date \nlicensed by Blockbuster, as reported by HOLLYWOOD REPORTER or VARIETY.\n\n      l. 'Home Video Distribution' or 'Home Video Distribution Rights' shall\nmean the right to manufacture, record, sell and\/or distribute a motion picture\non videocassettes.\n\n      m. 'Month' or 'Monthly' shall mean Blockbuster's accounting cycles that\nare based upon a four week, four week, five week rotation as set forth in\nExhibit C attached hereto and made a part hereof.\n\n      n. 'Non-Theatrical Rental Pictures' shall mean each and every \nnon-theatrical feature motion picture for which USHV owns or controls Home \nVideo Distribution Rights in the Territory except for Dreamworks Pictures, \nprovided such picture; (1) is at least seventy (70) minutes in length; (2) is \nwithin Blockbuster's guidelines of the MPAA rating system (i.e., Blockbuster \ndoes not make available for rental to its customers' pictures which are \neither not rated or which have a rating of NC17 or more restrictive); (3) is \nnot a sports event, concert film, stage play, foreign film, (with the \nexception of foreign produced films in the English language), documentary, \nvideo or theatrical re-release, or library film; and (4) is initially \ndistributed by USHV via a medium other than theatrical release (e.g., via \nhome video, cable, pay or free television exhibition) which when released on \nvideocassette is priced and distributed by USHV at the then current \n'wholesale price for rental' now estimated at Fifty-eight Dollars (US$58.00) \n(as opposed to a 'sell-through price'), and is intended by USHV to be rented \nrather than sold to consumers. If USHV and a third party execute a direct\n\n\n                                       4\n\n\nrevenue sharing agreement which contains more favorable compensation terms \nthan the terms of this Agreement (the 'New Output Agreement'), then \nBlockbuster shall have the option to substitute all, but not less than all, \nof the terms of the New Output Agreement for the terms of this Agreement \nduring the remainder of the Term of this Agreement. Further, USHV shall \nexercise practices relating to the acquisition and distribution of Rental \nPictures throughout the Term of this Agreement substantially similar to those \nin which it engages at the time of entering this Agreement, and to the extent \nsuch practices deviate, it shall be a basis for Blockbuster to refuse any \nRental Picture.\n\n      o. 'Participating Store' shall mean (i) any Video Store in the United\nStates, which at any time during the Term of this Agreement, is wholly owned\nand\/or operated by Blockbuster or its Affiliates under the Blockbuster\ntrademarks; (ii) if designated by Blockbuster as ordering Copies through\nBlockbuster, any Video Store in the United States, which at any time during the\nTerm of this Agreement, is wholly owned and\/or operated by Blockbuster or its\nAffiliates not under the Blockbuster trademarks; and (iii) Franchise Store. With\nregard to Blockbuster stores in Canada, it shall mean those stores designated by\nBlockbuster or an Affiliate from time to time as ordering Copies through\nBlockbuster. For Copy quantity allocation purposes, Kiosks and Video Vending\nMachines (the 'Special Formats') shall not be included in the definition of\n'Participating Stores.' Blockbuster will continue to test various Special\nFormats and at the time of general adoption by Blockbuster of a Special Format\nfollowing completion of a test, the parties shall discuss the results of the\ntest and mutually develop a matrix to facilitate the license of Copies for such\nSpecial Formats.\n\n      p. 'Promotional and Operational Credits' shall mean *\n\n      q. 'Rental Picture' and 'Theatrical Rental Picture' shall mean each and \nevery feature motion picture for which USHV owns or controls Home Video \nDistribution Rights in the Territory except for Dreamworks Pictures, provided \nsuch picture: (1) is at least seventy (70) minutes in length; (2) is within \nBlockbuster's guidelines of the MPAA rating system (i.e., Blockbuster does \nnot make available for rental to its customers pictures which are either not \nrated or which have a rating of NC17 or more restrictive); (3) is not a \nsports event, concert film, stage play, foreign film (with the exception of \nforeign produced films in the English language), documentary, video or \ntheatrical re-release, or library film; and (4) is distributed by USHV when \ninitially released on videocassette, is\n\n----------\n*     Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment.\n\n\n                                       5\n\n\npriced and priced by USHV at the then current 'wholesale price for rental' \nnow estimated at Fifty-eight Dollars (US$58.00) (as opposed to a \n'sell-through price'), and is intended by USHV to be rented rather than sold to \nconsumers. If USHV and a third party execute a direct revenue sharing output \nagreement which contains more favorable compensation terms than the terms of \nthis Agreement (the 'New Output Agreement'), then Blockbuster shall have the \noption to substitute all, but not less than all, of the terms of the New \nOutput Agreement for the terms of this Agreement during the remainder of the \nTerm of this Agreement. Further, USHV shall exercise practices relating to \nthe acquisition and distribution of Rental Pictures throughout the Term of \nthis Agreement substantially similar to those in which it engages at the time \nof entering this Agreement, and to the extent such practices deviate, it \nshall be a basis for Blockbuster to refuse any Rental Picture.\n\n      r. 'Rental Revenue' shall mean the *\n\n      s. 'Rental Transaction' shall mean that period of time that a title is\nrented to a customer, including any extended viewing period, as defined by\nBlockbuster's then current practices across all videocassettes available for\nrental from all videocassettes suppliers.\n\n      t. 'Revenue Sharing Period' shall mean the period commencing on the Video\nStreet Date of the relevant Rental Picture and running for the twenty-six (26)\nweeks immediately following.\n\n      u. 'Video Store' shall mean a retail outlet that is at least one thousand\nfive hundred (1,500) square feet that is primarily engaged in the rental of\nvideocassettes to the public for home viewing entertainment purposes.\n\n      v. 'Video Street Date' shall mean, with respect to any Picture, the \nfirst date on which, in the Territory, both: (i) such Picture is authorized \nby USHV for Home Video Distribution, and (ii) Copies of such Picture are \nactually available to the general public.\n\n2. AGREEMENT TERM:\n\n      The term of this Agreement shall be for two (2) years (the 'Term'), \ncommencing as of the Effective Date.\n\n3. TERRITORY:\n\n----------\n*     Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment.\n\n\n                                       6\n\n\n      The territory for purposes of this Agreement with respect to each \nRental Picture shall be the United States, its territories and possessions, \nif and to the extent USHV owns or controls such rights to territories and \npossessions of the United States (the 'Territory'). Blockbuster and USHV \nagree to discuss the inclusion of Canada, its provinces, territories and \npossessions in the Territory in accordance with the terms and conditions of \nthis Agreement or comparable terms mutually agreed upon by the parties.\n\n4. BLOCKBUSTER COMMITMENTS:\n\n      Beginning as of the date of this Agreement for Participating Stores,\nBlockbuster agrees as follows:\n\n      a. License: The following terms shall apply to Rental Pictures:\n\n            (1) REVENUE SHARES COPIES: For each and every * licensed pursuant \n      to this Agreement, Blockbuster agrees to license, and USHV agrees to \n      license to Blockbuster, * the Base Units number of Copies set forth in \n      the Matrices attached hereto as EXHIBIT A and EXHIBIT B ( * ), and made \n      a part hereof. For each and every * licensed by Blockbuster pursuant to \n      this Agreement, Blockbuster agrees to license from USHV, and USHV \n      agrees to license to Blockbuster a quantity of not less than the * Base \n      Units number of Copies as set forth on the Matrix multiplied by * and \n      up to, in Blockbuster's discretion, an aggregate of * the Base Units \n      number of Copies as set forth in EXHIBIT A and EXHIBIT B. The total \n      number of Copies licensed by Blockbuster pursuant to this subparagraph \n      may hereinafter be referred to as the 'Revenue Share Copies.' \n      Blockbuster may retain up to * of the Revenue Share Copies at its \n      Distribution Center for replenishment, new Participating Stores and \n      unexpected spikes in product performance (the 'Excess Copies'). \n      Blockbuster and USHV acknowledge that the * equal to or greater than * \n      and therefore, the parties shall negotiate in good faith with respect \n      to each * which shall be for terms * than the terms of this Agreement.\n\n----------\n*     Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment.\n\n\n                                       7\n\n\n            (2) RENTAL REVENUE: The percentage of Rental Revenue on all \n      Revenue Share Copies (excluding * ) paid by Blockbuster to USHV shall \n      be as follows, unless USHV * under Paragraph 4.c., in which event \n      Paragraph 4.a.(2)(b) shall apply:\n\n                  (a) If USHV * under Paragraph 4.c. below:\n\n                        (1) * Pictures\n\n                              (i) For each and every * with a GBO of * \n                        released by USHV in the Territory, the * per Base \n                        Units Copy of each Rental Picture * of the Rental \n                        Revenue derived from the Revenue Share Copies of each \n                        Rental Picture during the applicable Revenue Share \n                        Period * during the applicable Revenue Sharing Period,\n                        unless such Copy is purchased sooner by Blockbuster\n                        according to Paragraph 4.c.\n\n                              (ii) For each and every * , and * (as provided \n                        in subparagraph * below) to be selected * by the \n                        parties, all of which shall have a GBO of * and be \n                        released by USHV in the Territory, the * per Base \n                        Units Copy of each Rental Picture  * of the Rental \n                        Revenue derived from the Revenue Share Copies of the \n                        Rental Picture during the applicable Revenue Share \n                        Period * during the applicable Revenue Sharing \n                        Period, unless such Copy is purchased sooner by \n                        Blockbuster according to Paragraph 4.c.\n\n----------\n*     Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment.\n\n\n                                       8\n\n\n                              (iii) For each and every * with a GBO of * \n                        released by USHV in the Territory * of the Rental \n                        Revenue derived from the Revenue Share Copies of the \n                        Rental Picture during the applicable Revenue Share \n                        Period * during the applicable Revenue Sharing \n                        Period, unless such Copy is purchased sooner by \n                        Blockbuster according to Paragraph 4.c.\n\n                              (iv) There shall be no cross collaterization of \n                        any kind under the Agreement including, without \n                        limitation, between Rental Pictures.\n\n                        (2) * Pictures: For each and every * of the Rental \n                        Revenue derived from Revenue Share Copies of the \n                        Rental Picture during the applicable Revenue Share \n                        Period * during the Revenue Sharing Period, unless \n                        such Copy is purchased sooner by Blockbuster \n                        according to Paragraph 4.c.\n\n                  (b) If USHV * under Paragraph 4.c. below:\n\n----------\n*     Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment.\n\n\n                                       9\n\n\n                        (1) * Pictures:\n\n                              (i) For each and every * with a GBO of * or \n                        more released by USHV in the Territory, * of the \n                        Rental Revenue derived from the Revenue Share Copies \n                        of each Rental Picture during the * of the applicable \n                        Revenue Share Period and * of the Rental Revenue \n                        derived from the Revenue Share Copies of each Rental \n                        Picture * of the applicable Revenue Share Period.\n\n                              (ii) For each and every * and * (as provided in \n                        subparagraph * below) to be selected and mutually \n                        agreed upon by the parties, all of which shall have a \n                        GBO of * and be released by USHV in the Territory, * \n                        of the Rental Revenue derived from the Revenue Share \n                        Copies of each Rental Picture during the * of the \n                        applicable Revenue Share Period and * of the Rental \n                        Revenue derived from the Revenue Share Copies of each \n                        Rental Picture during the * of the applicable Revenue \n                        Share Period.\n\n                              (iii) For each and every * with a GBO of * \n                        released by USHV in the Territory * of the Rental \n                        Revenue derived from the Revenue Share Copies of each \n                        Rental Picture during the * of the applicable Revenue \n                        Share Period and * of the Rental Revenue derived from \n                        the Revenue Share Copies of each Rental Picture \n                        during the * of the applicable Revenue Share Period.\n\n----------\n*     Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment.\n\n\n                                       10\n\n\n                              (iv) There shall be no cross collaterization of \n                        any kind under the Agreement including, without \n                        limitation, between Rental Pictures.\n\n                        (2) * Pictures: For each and every * of the Rental \n                  Revenue derived from the Revenue Share Copies of each \n                  Rental Picture during the * of the applicable Revenue Share \n                  Period * of the Rental Revenue derived from the Revenue \n                  Share Copies of each Rental Picture during the * of the \n                  applicable Revenue Share Period.\n\n            (3) Payment: Blockbuster shall pay: (i) USHV's share of the \n      Rental Revenue on * , the * pursuant to Paragraph 4.c. hereof, and the \n      applicable * (as defined below) within * calendar days following * , \n      but no sooner than * calendar days * , with full payment on all * \n      calendar days * of the Revenue Sharing Period; and (ii) USHV's share of \n      the Rental Revenue on * and the * calendar days * expiration of the \n      Revenue Sharing Period.\n\n      b. Participating Franchise Stores: In accordance with the terms and\nconditions of this Agreement, Blockbuster may distribute Copies of the Rental\nPictures received under this Agreement to its Franchise Stores. Terms for\nimplementation of this Agreement at the franchise level and franchise payments\nthereunder will be controlled and administered by Blockbuster but shall not be\ninconsistent with the terms and conditions of this Agreement. For purposes of\nthis Agreement if a Franchise Store elects to participate under this Agreement,\nsuch Franchise Store shall be a Participating Store.\n\n----------\n*     Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment.\n\n\n                                       11\n\n\n      c. SELL-OFF\/BUY BACK: Blockbuster agrees not to sell off any Copies of \na Rental Picture during the * of the Revenue Sharing Period. * to Blockbuster \nwithin the * of the applicable Revenue Share Period, may * . In such event, \nBlockbuster will, * , Blockbuster may, during weeks * through * sell up to * \nof all Copies of a Rental Picture in inventory and shall pay to USHV * for \neach Base Unit number of Copies in the Matrix for each Rental Picture \n(the *). Blockbuster will not be obligated to * . In exercising Blockbuster's \nsell-off rights pursuant to Paragraph 4 hereof, Blockbuster shall not sell, \nlease, license or otherwise dispose of any Copies of any Rental Picture to \nany Affiliate, franchisee, or third party, including, without limitation, any \nthird party liquidator. * Blockbuster may sell Copies of Rental Pictures to \nconsumers pursuant to the terms of this Agreement through the Internet under \nthe Blockbuster brand name so long as such sales are not to a third party for \nresale and do not otherwise violate the terms of the Agreement. Revenue \ngenerated from selling Copies of a Rental Picture shall not be included in \nRental Revenue.\n\n      d. Packing and Shipping: Blockbuster will be responsible for making the \nCopies ready for consumer rental at the Distribution Center and will pay for \nshipping the Copies from its Distribution Center to its Participating Stores.\n\n      e. Damages\/Defective Copies: USHV shall deliver to Blockbuster, at no \ncost, additional Copies of each Rental Picture in the amount of * of the Base \nBuy Copies as set forth on Exhibit A for Blockbuster to retain at its \nDistribution Center and to use solely as replacement of Defective Copies and \nDamaged Copies; provided, however, that if any of these Copies are placed in \nthe Participating Stores, USHV shall receive its share of the Rental Revenue \nfor the new Copy used\n\n----------\n*     Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment.\n\n\n                                       12\n\n\nto replace the Damaged or Defective Copy in place of its share of the Rental \nRevenue for the Damaged or Defective Copy.\n\n      f. Reporting: On a weekly basis throughout each Rental Picture's \nrespective Revenue Sharing Period and until such time Revenue Share Copies of \nsuch Rental Picture are purchased pursuant to Paragraph 4.c., Blockbuster \nshall electronically (or by any other means mutually agreed to by USHV and \nBlockbuster) deliver to USHV reports (in a form mutually agreed to by USHV \nand Blockbuster) detailing the number of rental transactions per Rental \nPicture licensed pursuant to this Agreement and in a format set forth on \nExhibit D.\n\n      g. No First Sale: Blockbuster agrees that the license of a Copy of any\nRental Picture and every Non-Theatrical Rental Picture under this Agreement\nshall not be deemed a 'sale or other transfer of ownership' within the meaning\nof Section 106(3) of the Copyright Act, 17 U.S.C. Section 106(3), and shall not\nrender Blockbuster an 'owner' of the Copy of that Theatrical Rental Picture or\nNon-Theatrical Rental Picture within the meaning of the Section 109(a) of the\nCopyright Act, 17 U.S.C. Section 109(a). Blockbuster expressly agrees that as\nlicense it has no right to 'sell or otherwise dispose of the possession of any\nCopy of any Rental Picture and every Non-Theatrical Rental Picture except as\nexpressly provided in this Agreement.\n\n5. USHV COMMITMENTS:\n\n      a. Grant: USHV grants Blockbuster the right to distribute the Copies of \nthe Rental Pictures to Participating Stores or Blockbuster owned alternative \ndistribution channels including, without limitation, video vending machines, \nfor the transfer of possession on a temporary or permanent basis to members \nof the general public for home viewing purposes.\n\n      b . Marketing Support: In consideration for the various services and \nactivities which Blockbuster has agreed to perform hereunder for the benefit \nof USHV, such as rental reporting functions, USHV agrees to credit \nBlockbuster on a per Rental Picture basis (on the relevant invoice) with \nmarketing support funds (the 'Marketing Support Funds') in a minimum amount \nof * of the fixed revenue generated for USHV on the Base number of Copies by \nTheatrical Rental Pictures (i.e., * x base number of Copies for those with * \nor greater x * x base number of Copies for those with Gross Box Office of \nless than * Marketing Support Funds) or * per respective Copy. * of the \nMarketing Support Funds shall be utilized by Blockbuster at its discretion \nfor title specific promotion of a particular Rental Picture and advertising \nthe availability or association of such Rental Picture with Blockbuster (with \na USHV right of consultation) while the remaining * shall be utilized by USHV\nat its discretion (with a Blockbuster right of consultation) for title specific\npromotion of particular Rental Pictures featuring Blockbuster's trademarks \nand logos in any such\n\n----------\n*     Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment.\n\n\n                                       13\n\n\nadvertisement where applicable (the 'Advertisement'). All Advertisements and \nmarketing materials shall be submitted to the respective party at least \nfifteen (15) days prior to broadcast or publication for written approval. If \nsuch party fails to respond within the fifteen (15) days such submission \nshall be deemed approved. Both parties shall attempt to work within the \nallotted time period for the approval process, provided, however, that if \nsuch time period becomes unreasonable for either Blockbuster or USHV, the \nparties shall discuss and extend, if desired, the time period. In certain \ninstances, based on written communication of specific shorter deadlines, all \nreasonable efforts will be made to meet these shorter deadlines. Each party \nshall promptly provide the other with written documentation that funds have \nbeen spent in accordance with the terms of this Paragraph.\n\n      c. Shipping: USHV will deliver the Copies to the Distribution Center at \nleast three (3) weeks prior to Video Street Date and will make a good faith \neffort to deliver the Copies up to four (4) weeks prior to Video Street Date \nper each respective Rental Picture as long as Blockbuster submits its order \nby the stated deadline reasonably provided by USHV, provided, however, that \nconsistent failure by USHV to deliver the Copies within the specified time \nperiod will be considered a material breach of this Agreement.\n\n6. AUDIT:\n\n      a. Audit. During the Term and continuing until the date six (6) months \nfollowing the date of expiration or earlier termination of this Agreement, \nBlockbuster agrees that USHV or USHV's authorized designee with three (3) \nbusiness days advance written notice, may conduct, during normal business \nhours, Monday through Wednesday; (i) a total of four (4) audits per year of \nBlockbuster's business operation and records at the Blockbuster Headquarters; \nand (ii) a total of ten (10) audits per year of the business records at a \nParticipating Store (i.e., ten (10) total audits and not ten (10) audits per \nParticipating Store), solely pertaining to the Copies licensed by Blockbuster \npursuant to this Agreement. Any additional audit request of information not \nprovided for above including, without limitation, any audit of Bad Debt or \nPromotional and Operational Credits shall be performed by an independent \ncertified public accountant on an annual basis who will only be given access \nto those records pertaining to USHV's Revenue Share Copies. Any audits \nconducted pursuant to this section shall relate to Blockbuster's compliance \nwith the terms of this Agreement and shall not unreasonably interfere with \nBlockbuster's daily business operations. USHV agrees that the data and other \ninformation collected by USHV may be used by USHV only in connection with \nsuch audits and to fulfill USHV's commitments under this Agreement. \nBlockbuster agrees to reimburse USHV for actual costs incurred if any audit \nresults in deviation of five percent (5%) or more between the percentage of \nRental Revenue paid to USHV by Blockbuster and the percentage of Rental \nRevenue due to USHV by Blockbuster.\n\n\n                                       14\n\n\n      b. Rentrak\/SuperComm: Blockbuster shall provide a daily transaction \nfile in standard Blockbuster format for each Rental Picture to the entity \ndesignated by USHV, which shall be either Rentrak or SuperComm, to allow \nRentrak or SuperComm, as the case may be, to account for revenues due to USHV \npursuant to the terms of this Agreement.\n\n7. USHV'S REPRESENTATIONS AND WARRANTIES:\n\n      USHV represents and warrants that:\n\n      a. It is a corporation organized and existing under the laws of the State\nof California with its principal place of business in the State of California.\n\n      b. The undersigned has the full right, power and authority to sign this\nAgreement on behalf of USHV.\n\n      c. The execution, delivery and performance of this Agreement does not \nand will not, violate any provisions of USHV's articles or certificates of \nincorporation and bylaws, or any contract or other agreements to which USHV \nis a party.\n\n      d. There is no broker, finder or intermediary involved in connection with\nthe negotiations and discussions incident to the execution of this Agreement,\nand no broker, finder, agent or intermediary who might be entitled to a fee,\ncommissions or any other payment upon the consummation of the transactions\ncontemplated by this Agreement.\n\n      e. This Agreement has been duly executed and delivered and constitutes \nthe legal, valid and binding obligation of USHV enforceable in accordance \nwith its terms, except as enforceability may be limited by bankruptcy, \ninsolvency, reorganization, moratorium or any other laws now or hereinafter \nin effect and by general principles of equity, regardless of whether such \nenforceability is considered in a proceeding in equity or at law.\n\n      f. Copies shall be new and unused and comparable in quality to other \nvideocassette units being purchased by USHV in rental distribution channels.\n\n8. BLOCKBUSTER'S REPRESENTATIONS AND WARRANTIES:\n\nBlockbuster represents and warrants that:\n\n      a. It is a corporation organized and existing under the laws of the State\nof Delaware, with its principal place of business in the State of Texas.\n\n\n\n                                       15\n\n\n      b. The undersigned has the full right, power and authority to sign this\nAgreement on behalf of Blockbuster.\n\n      c. The execution, delivery and performance of this Agreement does not and\nwill not, violate any provisions of Blockbuster's articles or certificates of\nincorporation and bylaws, or any contract or other agreement to which\nBlockbuster is a party.\n\n      d. There is no broker, finder or intermediary involved in connection with\nthe negotiations and discussions incident to the execution of this Agreement,\nand no broker, finder, agent or intermediary who might be entitled to a fee,\ncommissions or any other payment upon the consummation of the transactions\ncontemplated by this Agreement.\n\n      e. This Agreement has been duly executed and delivered and constitutes the\nlegal, valid and binding obligation of Blockbuster enforceable in accordance\nwith its terms, except as enforceability may be limited to bankruptcy,\ninsolvency, reorganization, moratorium or any other laws now or hereinafter in\neffect and by general principles of equity, regardless of whether such\nenforceability is considered in a proceeding in equity or at law.\n\n9. INDEMNIFICATION:\n\n      (i) USHV agrees to, at all times, defend, indemnify and hold \n      Blockbuster, its parent company, their affiliates, subsidiaries, \n      franchisees and the officers, directors, agents and employees of each, \n      harmless from and against any and all claims, suits, damages, losses, \n      liabilities, obligation, fines, penalties, cost and expenses (whether \n      based on libel, slander, invasion of privacy, breach of contract, \n      product liability, patent, trademark, license or copyright infringement \n      or otherwise), including legal fees and expenses, of whatever kind or \n      nature (collectively, 'Loss'), arising out of or based on (a) a \n      material breach or violation of this Agreement by USHV or any failure \n      by USHV to perform any of the agreements, terms, covenants, conditions, \n      representations or warranties of this Agreement to be performed by \n      USHV; (b) the content of any Copy of a Rental Picture licensed by \n      Blockbuster pursuant to this Agreement; or (c) any negligent acts or \n      omissions by USHV its employees and\/or agents.\n\n      (ii) Blockbuster agrees to, at all times, defend, indemnify and hold USHV,\n      its parent company, their affiliates, subsidiaries, franchisees and the\n      officers, directors, agents and employees of each, harmless from and\n      against any Loss, arising out of or based on (a) a material breach or\n      violation of this Agreement by Blockbuster any failure by Blockbuster to\n      perform any of the agreements, terms, covenants, conditions,\n      representations or\n\n\n                                       16\n\n\n      warranties of this Agreement to be performed by Blockbuster, or (b)\n      negligent acts or omissions by Blockbuster, its employees and\/or agents.\n\n      (iii) The Indemnified Party shall give written notice to the Indemnifying\n      Party and the Indemnifying Party will promptly, at the Indemnified Party's\n      request, assume and diligently conduct the entire defense of any suit or\n      action, or the making of any claim as to which indemnity may be sought\n      hereunder, including settlements and appeals, at the Indemnifying Party's\n      sole cost and expense, and the Indemnifying Party shall pay and discharge\n      any and all settlement amounts, judgments or decrees which may be\n      rendered.\n\n      (iv) The Indemnifying Entity shall not, except with the consent of the\n      Indemnified Party, consent to entry of any judgment or administrative\n      order or enter into any settlement that (i) could affect the intellectual\n      property rights or other business interest of the Indemnified Party; or\n      (ii) does not include as an unconditional term thereof the giving by the\n      claimant or plaintiff by the Indemnified Party of a release from all\n      liability with respect to such claim or litigation.\n\n      (v) In the event that the Indemnifying Party is not asked or does not\n      accept the defense of any matter as above provided, the Indemnified Party\n      shall have the full right to defend against any such claim or demand, and\n      shall be entitled to settle or agree to pay in full such claim of demand,\n      in its sole discretion without releasing any obligation or liability of\n      the Indemnifying Party.\n\n10. TERMINATION:\n\n      The non-defaulting party may terminate this Agreement if a Default, as\ndefined below, by the other party has occurred and is continuing by giving\nwritten notice to the defaulting party. The term 'Default' shall mean any of the\nfollowing: (a) failure by a party to comply with or perform any provision or\ncondition of this Agreement that results in a material breach of this Agreement\nand, if such material breach can be cured, continuance of such failure for\nthirty (30) days after written notice to such party (if cure is not practicable,\nthe thirty (30) day notice period is not required); (b) a party becomes\ninsolvent, is unable to pay its debts as they mature or is the subject of a\npetition in bankruptcy, whether voluntary or involuntary, or of any other\nproceeding under bankruptcy, insolvency or similar laws; or makes an assignment\nfor the benefit of creditors; or is named in, or its property is subject to a\nsuit for appointment of a receiver, or is dissolved or liquidated; or (c) any\nmaterial warranty or representation made in this Agreement is breached, false or\nmisleading in any material respect. In the event of such termination, the\nnon-defaulting party shall be entitled to pursue any and all remedies provided\nin law and recover any damages it may have suffered by reason of such Default,\nprovided, however, that USHV expressly\n\n\n                                       17\n\n\nwaives its right to seek equitable relief including, without limitation, seeking\ninjunctive relief. Upon Default and\/or termination hereunder, any Copies in\nBlockbuster's possession at time of termination shall continue to be licensed\nunder the terms of this Agreement until such Copies are returned to USHV or\npurchased by Blockbuster.\n\n11. REMEDIES:\n\n      a. No remedy conferred by any of the specific provisions of this Agreement\nis intended to be exclusive of any other remedy which is otherwise available at\nlaw, in equity, by statute or otherwise, and except as otherwise expressly\nprovided for herein, each and every other remedy shall be cumulative and shall\nbe in addition to every other remedy given hereunder or now or hereafter\nexisting at law, in equity, by statute or otherwise and no provision hereof\nshall be construed so as to limit any party's available remedies in the event of\na breach by the other party hereto. The election of any one or more of such\nremedies by any of the parties hereto shall not constitute a waiver by such\nparty of the right to pursue any other available remedies.\n\n      b. Except as provided herein, no civil action with respect to any dispute,\nclaim or controversy arising out of or relating to this Agreement may be\ncommenced until:\n\n            (i) The parties attempt in good faith to resolve through negotiation\n      any dispute, claim or controversy arising out of or relating to this\n      Agreement. Either party may initiate negotiations by sending written\n      notice in letter form to the other party, setting forth the subject of the\n      dispute and the relief requested. The recipient of such notice will\n      respond in writing within five (5) business days with a statement of its\n      position on and recommend a solution to the dispute. If the dispute is not\n      resolved by this exchange of correspondence then representatives of each\n      part with full settlement authority will meet at a mutual agreeable time\n      and place within ten (10) business days of the date of the initial notice\n      in order to exchange relevant information and perspectives, and to attempt\n      to resolve the dispute. If the dispute is not resolved by these\n      negotiations, the matter will be submitted to J.A.M.S\/ENDISPUTE, or its\n      successor, for binding arbitration; and\n\n            (ii) If the parties are unable to resolve the dispute, claim or\n      controversy arising out of or relating to this Agreement pursuant to the\n      above subparagraph b., such dispute, claim or controversy shall be\n      submitted to final and binding arbitration before J.A.M.S\/ENDISPUTE, or\n      its successor, pursuant to the United States Arbitration Act, 9 U.S.C.\n      Sec. 1 et seq. Either party may commence the arbitration process called\n      for in this Agreement by filing a written demand for arbitration with\n      J.A.M.S\/ENDISPUTE, with a copy to the other party. The arbitration will be\n      conducted in accordance with the provisions of J.A.M.S\/ENDISPUTE's\n      Streamlined Arbitration Rules and Procedures in\n\n\n                                       18\n\n\n      effect at the time of filing of the demand for arbitration. The parties\n      will cooperate with J.A.M.S\/ENDISPUTE and with one another in selecting an\n      arbitrator from J.A.M.S\/ENDISPUTE's panel of neutrals, and in scheduling\n      the arbitration proceedings. The parties covenant that they will\n      participate in the arbitration in good faith, and that they will share\n      equally in its costs. The provisions of this Paragraph may be enforced by\n      any court of competent jurisdiction, and the party seeking enforcement\n      shall be entitled to an award of all costs, fees and expenses, including\n      attorneys fees, to be paid by the party against whom enforcement is\n      ordered.\n\n12. MISCELLANEOUS:\n\n      12.1 FORCE MAJEURE: Neither party shall be considered in default of this\nAgreement or be liable for damage for any failure of performance hereunder\noccasioned by an act of God, force of nature, war or warlike activity,\ninsurrection or civil commotion, labor dispute, lock out (whether or not such is\nunder the parties' control, transportation delay, governmental regulatory action\nwhether or not with proper authority or other cause similar or dissimilar to the\nforegoing and beyond its reasonable control, provided the party so affected\ngives prompt notice to the other. In the event of a suspension of any obligation\nby reason of this section which extends beyond ten (10) days, the party not\naffected may, at its option, elect to cancel those aspects of this Agreement\nwhich are reasonably feasible to terminate. Such cancellation shall be effective\nthirty (30) days after written notice of such cancellation has been given to the\nother party.\n\n      12.2 NOTICE: Any notice or other communication required or permitted\nhereunder shall be in writing and shall be deemed given and received on the date\nof delivery or on the third (3rd) business day following the date of mailing of\nthe same, or on the day of transmission by telecopier or other form of recorded\ncommunication service of the same, as the case may be to the party to be\nnotified at the addresses set forth below:\n\nIf to Blockbuster:      Blockbuster Inc.\n                        1201 Elm Street, 21st Floor\n                        Dallas, Texas 75270\n                        Attn: General Counsel\n                        Facsimile: (214) 854-3677\n                        cc: Chief Executive Officer\n\nIf to USHV:             Universal Studios Home Video\n                        70 Universal City Plaza\n                        Universal City, California 91608\n                        Attn: Executive Vice President &amp; Chief \n                          Operating Officer\n                        Facsimile: 818-866-2638\n\nwith copy to:           Universal Family and Home Entertainment Productions\n                        70 Universal City Plaza\n                        Universal City, California 91608\n                        Attn: Executive Vice President\n                        Facsimile: 818-866-0860\n\n\n\n                                       19\n\n\nor such other address as may be designated by either party by written notice to\nthe other as hereinabove provided.\n\n      12.3 ENTIRE AGREEMENT: This Agreement, together with all Exhibits attached\nhereto, represents the entire agreement and understanding between the parties\nwith respect to the subject matter of this Agreement, and supersedes any other\nagreement or understanding, written or oral, that the parties hereto may have\nhad with respect thereto. No statement or inducement with respect to the subject\nmatter by either party or by any agent or representative of either party which\nis not contained in this Agreement shall be valid or binding between the\nparties.\n\n      12.4 RELATIONSHIP OF PARTIES: The parties are independent contractors, and\nnothing in this Agreement shall be deemed or construed to create, or have been\nintended to create a partnership, joint venture, employment or agency\nrelationship between the parties. Each party agrees that it neither has nor will\ngive the appearance or impression of possessing the legal authority to bind or\ncommit any other party in any way except as provided in this Agreement.\n\n      12.5 EFFECT OF HEADINGS: The headings and subheadings of the sections of\nthis Agreement are inserted for convenience of reference only and shall not\ncontrol or affect the meaning or construction of any of the agreements, terms,\ncovenants and conditions of this Agreement in any manner.\n\n      12.6 CONSTRUCTION: The Agreement has been fully reviewed and negotiated by\nthe parties and their respective legal counsel. Accordingly, in interpreting\nthis Agreement, no weight shall be placed upon which party or its counsel\ndrafted the provision being interpreted.\n\n      12.7 SEVERABILITY: If any term or provision of this Agreement shall be\nfound to be void or contrary to law, such term or provision shall, but only to\nthe extent necessary to bring this Agreement within the requirements of law, be\ndeemed to be severable from the other terms and provisions of this Agreement,\nand the remainder of this Agreement shall be given effect as if the parties had\nnot included the severed term herein.\n\n\n                                       20\n\n\n      12.8 AMENDMENTS: No provision of this Agreement may be modified, waived or\namended except by a written instrument duly executed by each of the parties. Any\nsuch modifications, waivers or amendments shall not require additional\nconsideration to be effective.\n\n      12.9 COUNTERPARTS: This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original but all of which\ntogether shall constitute one and the same instrument.\n\n      12.10 IMPLIED WAIVER: Any failure on the part of either party to insist\nupon the performance of this Agreement or any part of this Agreement, shall not\nconstitute a waiver of any right under this Agreement.\n\n      12.11 ASSIGNMENT: Neither party may assign its rights or delegate its \nobligations under this Agreement without the other party's prior written \nconsent, subject to the following: (i) as to USHV, USHV may assign its rights \nor delegate its obligations under this Agreement to an Affiliate, provided \nthat such entity obtains or retains substantially the same access to the \ntrade names\/trademarks of USHV and the Home Video Distribution Rights to USHV \n'new' (i.e., yet-to-be-released) theatrical releases as USHV enjoyed \nimmediately prior to the applicable transfer; and (ii) USHV shall have the \nright to assign its right to receive payments to any entity hereunder; and \n(ii) as to Blockbuster, Blockbuster may assign its rights or delegate its \nobligations under this Agreement, to an Affiliate, provided that such \nassignment is coextensive with an assignment of all or substantially all the \nvideo rental business of Blockbuster.\n\n      12.12 SURVIVAL: All representations, warranties and indemnities made\nherein shall survive the termination of this Agreement and shall remain in full\nforce and effect for a period of two (2) years. All of the party's rights and\nprivileges, to the extent they are fairly attributable to events or conditions\noccurring or existing on or prior to the termination of this Agreement, shall\nsurvive termination and shall be enforceable by such party and its successors\nand assigns.\n\n      12.13 CONFIDENTIALITY: Except as otherwise required by applicable federal\nand state laws, or as may be required for the preparation of tax returns or\nother legally required documents or as reasonably necessary to the employees,\nagents, lawyers, accountants, or auditors of either party, or in any action to\nenforce the provisions hereof, each party shall keep the information regarding\nthe details of this Agreement confidential and restrict dissemination to each of\nits own personnel and to third parties to only a 'need to know' basis, using the\nstandard of care which each uses to protect its own information from disclosure\nthereafter. The party disclosing confidential information to its own personnel\nand third parties shall require that these persons be bound by the\nconfidentiality obligations set forth in this Agreement. In addition to the\nforegoing, the parties must keep all information provided by each other in\naccordance with this\n\n\n                                       21\n\n\nAgreement confidential and any unauthorized disclosure shall be considered a\nmaterial breach of this Agreement. Any press release issued hereunder by either\nparty must be approved in writing by the other party prior to its release.\n\n      12.14 GOVERNING LAW: This Agreement shall be constructed in accordance \nwith the laws of the State of New York without regard to its rules on \nconflicts of law.\n\n      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed\nby their duly authorized representatives as of the date and year first above\nwritten.\n\nUNIVERSAL STUDIOS HOME VIDEO              BLOCKBUSTER INC.\n\nName: William P. Clark                    Name: Edward B. Stead\n      --------------------------------    --------------------------------\nSignature: \/s\/ William P. Clark           Signature: \/s\/ Edward B. Stead\n           ---------------------------               ---------------------------\nTitle: Executive Vice President &amp; Title: EVP\n         Chief Operating Officer                 -------------------------------\n       -------------------------------\n\n\n\n\n\n\n                                    Exhibit A\n\n                    Blockbuster Direct Revenue Sharing Matrix\n\n                                        *\n\n----------\n*     Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment. Two pages have been\n      omitted from Exhibit A.\n\n\n\n                                    Exhibit B\n\n    Spanish Sub-titled Matrix to be negotiated and inserted at a later date.\n\n\n\n                                    Exhibit C\n                               Accounting Calendar\n                                 (See Attached)\n\n\n\n\n\n\n\n1998 Accounting Calendar\n\nJan. 1-        U.S. Corporate Holiday\nJan. 2-        U.S. Corporate Holiday\nJan. 11-       Video Pay Period\nJan. 16-       A\/P Close Complete\nJan. 17-       GELCO Cut-Off\nJan. 25-       Last day of JDE accounting period, Video Pay Period\n\nFeb. 8-        Video Pay Period\nFeb. 13-       A\/P Close Complete\nFeb. 14-       GELCO Cut-Off\nFeb. 22-       Last day of JDE accounting period, Video Pay Period\n\nMarch 8-       Video Pay Period\nMarch 20-      A\/P Close Complete\nMarch 21-      GELCO Cut-Off\nMarch 22-      Video Pay Period\nMarch 29-      Last day of JDE accounting period\n\nApril 5-       Video Pay Period\nApril 17-      A\/P Close Complete\nApril 18-      GELCO Cut-Off\nApril 19-      Video Pay Period\nApril 26-      Last day of JDE accounting period\n\nMay 3-         Video Pay Period\nMay 15-        A\/P Close Complete\nMay 16-        GELCO Cut-Off\nMay 17-        Video Pay Period\nMay 24-        Last day of JDE accounting period\nMay 25-        U.S. Corporate Holiday\nMay 31-        Video Pay Period\n\nJune 14-       Video Pay Period\nJune 19-       A\/P Close Complete\nJune 20-       GELCO Cut-Off\nJune 28-       Last day of JDE accounting period, Video Pay Period\n\nJuly 3-        U.S. Corporate Holiday\nJuly 12-       Video Pay Period\nJuly 17-       A\/P Close Complete\n\n\n\n\n\n\nJuly 18-       GELCO Cut-Off\nJuly 26-       Last day of JDE accounting period, Video Pay Period\n\n\n\nAug. 9-        Video Pay Period\nAug. 15-       GELCO Cut-Off\nAug. 23-       Last day of JDE accounting period, Video Pay Period\n\nSept. 6 -      Video Pay Period\nSept. 7 -      U.S. Corporate Holiday\nSept. 18-      A\/P Close Complete\nSept. 19-      GELCO Cut-Off\nSept. 20-      Video Pay Period\nSept. 27-      Last day of JDE accounting period\n\n\nOct. 4-        Video Pay Period\nOct. 16-       A\/P Close Complete\nOct. 17-       GELCO Cut-Off\nOct. 18-       Video Pay Period\nOct. 25-       Last day of JDE accounting period\n\n\nNov. 1-        Video Pay Period\nNov. 14-       GELCO Cut-Off\nNov. 13-       A\/P Close Complete\nNov. 15-       Video Pay Period\nNov. 22-       Last day of JDE accounting period\nNov. 26-       U.S. Corporate Holiday\nNov. 27-       U.S. Corporate Holiday\nNov. 29-       Video Pay Period\n\nDec. 13-       Video Pay Period\nDec. 18-       U.S. Corporate Holiday, A\/P Close Complete\nDec. 19-       GELCO Cut-Off\nDec. 27-       Last day of JDE accounting period, Video Pay Period\n\n1999 Accounting Calendar\n\nJan. 1-        U.S. Corporate Holiday\nJan. 10-       Video Pay Period\nJan. 18-       U.S. Corporate Holiday\nJan. 24-       Last day of JDE accounting period, Video Pay Period\n\n\n\n\n\n\n\nFeb. 7-        Video Pay Period\nFeb. 21-       Video Pay Period, Last day of JDE accounting period\n\n\nMarch 7-       Video Pay Period\nMarch 21-      Video Pay Period\nMarch 28-      Last day of JDE accounting period\n\nApril 4-       Video Pay Period\nApril 18-      Video Pay Period\nApril 25-      Last day of JDE accounting period\n\nMay 2-         Video Pay Period\nMay 16-        Video Pay Period\nMay 23-        Last day of JDE accounting period\nMay 24-        U.S. Corporate Holiday\nMay 30-        Video Pay Period\n\nJune 13-       Video Pay Period\nJune 27-       Video Pay Period, Last day of JDE accounting period\n\nJuly 5-        U.S. Corporate Holiday\nJuly 11-       Video Pay Period\nJuly 25-       Last day of JDE accounting period, Video Pay Period\n\nAug. 8-        Video Pay Period\nAug. 22-       Video Pay Period, Last day of JDE accounting period\n\nSept. 5-       Video Pay Period\nSept. 6-       U.S. Corporate Holiday\nSept. 19-      Video Pay Period\nSept. 26-      Last day of JDE accounting period\n\nOct. 3-        Video Pay Period\nOct. 17-       Video Pay Period\nOct. 24-       Last day of JDE accounting period\nOct. 31-       Video Pay Period\n\nNov. 14-       Video Pay Period\nNov. 21-       Last day of JDE accounting period\nNov. 25-       U.S. Corporate Holiday\nNov. 26-       U.S. Corporate Holiday\nNov. 28-       Video Pay Period\n\n\n\n\n\nDec. 12 -      Video Pay Period\nDec. 23 -      U.S. Corporate Holiday\nDec. 24 -      U.S. Corporate Holiday\nDec. 26 -      Video Pay Period, Last day of JDE accounting period\n\n\n\n\n                                    Exhibit D\n\n                            Electronic Reporting Format\n                                 (See Attached)\n\n\n\n\n\n\n\n\n\n                      BLOCKBUSTER ENTERTAINMENT - Exhibit D\n              DAILY DETAIL TRANSACTION FILES BY ELECTRONIC TRANSFER\n\n                     Revenue Sharing Standard Record Layout\n\n\nHEADREC    FB (102 31926)\n    START-ID          01      6 A    Constant 'STADET'\n    TRAN-EDATE        08     08 A    Transaction From Date\n    TRAN-LDATE        17     08 A    Transaction To Date\n    OUT-DATE-CC       26     02 N    File Creation Date\n    OUT-DATE-YY       28     02 N\n    OUT-DATE-MM       30     02 N\n    OUT-DATE-DD       32     02 N\n\nFILE TAILREC  FB (102 31926)\n    END-ID            01     6 A     Constant 'ENDDET'\n    NO-TRANS          08     7 N     Number of Transactions\n    TOT-REV           16    12 N 2   Total Revenue\n\nFILE OUTFILE  FB (102 31926)\n    OUT-TITLE         1     40       A    Title Name\n    FILLER1           41     1       A\n    OUT-UPC           42    13       A    UPC\n    FILLER2           55     1       A\n    OUT-DAYS-OUT      56     1       N    Number of Days out\n    FILLER3           57     1       A\n    OUT-REV           58     5       N 2  Revenue\n    OUT-SIGN          63     1       A    Sign '-' for negative\n    FILLER4           64     1       A\n    OUT-TRAN          65     2       A    Tran Type R=Rental, P=Put, L=Late Fee\n    FILLER5           67     1       A\n    OUT-TRAN-DATE     68     8       A    Tran Date YYYYMMDD\n    FILLER6           76     1       A\n                                          Bar code is a unique code\n    OUT-BAR-STORE     77    05       A    Store Number\n    OUT-BAR-PART      82    06       A    Part Number\n    OUT-BAR-CPYNO     88    03       A\n    FILLER7           91    01       A\n    OUT-CUST-NO       92    05       A    Customer Number\n    FILLER8           97    01       A\n    OUT-STORE-NO      98    05       A    Store Number\n\n                                       D-1\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6911,9271],"corporate_contracts_industries":[9466,9469],"corporate_contracts_types":[9613,9616],"class_list":["post-42236","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-blockbuster-inc","corporate_contracts_companies-viviendi-universal","corporate_contracts_industries-media__movies","corporate_contracts_industries-media__rental","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42236","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42236"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42236"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42236"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42236"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}