The furnishing of any services and licenses to broadcast Milner-Fenwick videos (hereinafter referred to as the “Programs”) to the customer (hereinafter referred to as the “Licensee”) is detailed on the Broadcast Agreement (hereinafter referred to as the “Agreement”) contained herein and on supplemental attachments, all of which are deemed to be part of and incorporated within this Agreement, and is expressly conditioned upon the terms and provisions contained therein

Copyright and Restrictions: All Programs assigned to the Licensee as identified on schedule A are produced and/or furnished by Milner-Fenwick and may not be reproduced, duplicated, digitized, cablecast or broadcast beyond the rights granted herein. The Programs may not, at any time, be telecast outside the designated locations without written approval from Milner-Fenwick.

Broadcast Rights Provided: Licensee is authorized to use the Programs on its designated Analog/Digital video system, for delivery either on-demand or continuous play. Licensee or its approved agent is authorized to convert the Programs into digital files and to broadcast them to the approved locations and only in the manner and for the time period as permitted within the Agreement. Any use not authorized or not specifically in conformity with all terms of this Agreement is specifically excluded and will be considered an infringing use subject to prosecution. No editing or repurposing of the Programs is allowed without written consent of Milner-Fenwick. The Programs must be broadcast in their entirety including credits. No commercial advertisement shall be added to the Programs without Milner-Fenwick’s consent. The right to distribute the Programs over any other type of distribution channels including LAN, internet, intranet, fiber optic, shall be subject to Milner-Fenwick’s written approval on an individual basis.

Duplication of Programs and Site Audits: If Licensee is allowed to make a preservation copy of any of the Programs as provided within this Agreement, Licensee agrees to safeguard all copies from unauthorized duplication. Licensee will take reasonable action to restrict circulation of Programs and allow Milner-Fenwick the right to a site audit to ensure that the use of Programs is in compliance with the terms of the Agreement.

License Expiration and Renewal: This license will end on the expiration date stated in the Agreement and at that time Licensee agrees to cease broadcast of contracted Programs and to destroy all copies in digital format as well as analog copies not previously purchased. The Agreement may be renewed by Licensee upon submission of a signed letter authorizing its renewal at the rates and terms contained in the original Agreement and indicating the period of renewal as well as the Programs added or deleted from this Agreement if applicable.

Termination: Either party shall have the right to terminate the Agreement for cause on account of a material breach by the other party by giving 30 days’ advance written notice to the other party. Notice shall be given by certified mail return receipt requested. Material breach may include, but shall not be limited to the following circumstances: Licensee fails to make any payment properly due hereunder after receipt of notice of delinquency; Licensee provides unauthorized copies of the Programs; either party assigns or attempts to assign any of its rights or obligations under the Agreement to any third party without the prior consent of the non-assigning party; either party files or has filed against it a Petition¨ of Bankruptcy or has filed against it by any third party in any court having jurisdiction a proceeding for the appointment of a receiver for such party’s affairs; provided, however, that the party seeking to terminate the Agreement for cause shall have the right, at its option, to withdraw any such notice of termination in the event the breach is satisfactorily cured or otherwise remedied prior to expiration of the 30-day notice period.  Upon contract expiration or termination, Licensee agrees to cease broadcast of Programs and to destroy all physical copies and submit a letter to Milner-Fenwick attesting to this action within 30 days of expiration or termination.

Warranties: Milner-Fenwick makes no other express or implied warranties, promises, or statements with respect to merchantability, suitability or fitness for any purpose.

Damages: Milner-Fenwick shall not be liable for any loss, injury or damages, arising from any act, error or omission, for any breach of warranty and/or for any other cause including without limitation, any loss or damage for incidental or consequential damages. Licensee shall indemnify and hold Milner-Fenwick and employees harmless from all claims, expenses, and losses arising from the Programs including their distribution.

Amendment: The Agreement supersedes all prior or contemporaneous written or oral agreements. The parties agree that the terms and provisions of the Agreement cannot be modified except in writing signed by all of the parties.

The Agreement, is made in accordance with, and shall be governed, by the laws of the State of Maryland.