Allen, Louise. Britianey Barnes Sr. Analyst P F approved

Transcription

1 Allen, Louise From: To: Cc: Subject: Silverman, David Thursday, June 19, :58 PM Sabine Graham; Barnes, Britianey Risk Management Production RE: Pixels - patent machine - READ THIS approved David Silverman Vice-President, Legal Affairs Columbia Pictures W. Washington Blvd., Thalberg Building, Room 2321 Culver City, CA Fax David_Silverman@spe.sony.com Wednesday, June 18, :43 PM To: Barnes, Britianey; Silverman, David Cc: Risk Management Production I guess David still needs to approve, but Linda also sent this note yesterday... Sabine, do you know the value of this prop? If it s under the Prop coverage deductible amount it won t be necessary to add any language, but if it s over I might add some verbiage to clarify that repairs are not acceptable. Thanks, Linda Zechowy Risk Management Office: Fax: From: "Barnes, Britianey" <Britianey_Barnes@spe.sony.com> To: Sabine Graham <sabinegraham@rogers.com>; "Silverman, David" <David_Silverman@spe.sony.com> Cc: Risk Management Production <Risk_Management_Production@spe.sony.com> Subject: RE: Pixels - patent machine - READ THIS Hi Sabine, You are awaiting a response from Legal, correct? Or do you need anything else from RM? Britianey Barnes Sr. Analyst P F britianey_barnes@spe.sony.com Wednesday, June 18, :17 PM To: Allen, Louise; Zechowy, Linda; Silverman, David Cc: Risk Management Production 1

2 Allen, Louise From: To: Cc: Subject: Attachments: Allen, Louise Thursday, June 19, :58 AM 'Sabine Graham'; Barnes, Britianey; Silverman, David Risk Management Production RE: Pixels - patent machine - Rothschild Patent Machine Collection Prop Rental Terms and Conditions Template (Canada)(Clean)(2014).doc; Rothschild Patent Machine Coll Prop Rental T&C - Pixels.doc This is the version of the Prop Rental agreement that I have on file. It is identical to the form you have EXCEPT it contains paragraph 8. I think this is the preferred version to use but I will defer to David on that point. It's the version I had on file from Total Rekall. If we use this template, here is the redline showing changes that RM approved for Rothschild. You also have to insert your production entity name but I don't know if Arcaders, Columbia Pictures or Pinewood is entering into this agreement for production. Thanks, Louise Allen Risk Management T: (519) Thursday, June 19, :32 AM To: Allen, Louise; Barnes, Britianey; Silverman, David Cc: Risk Management Production There is no section 8 in this document template that Dennis sent me. Do we need to put it back in? Are you suggesting to replace section 5 with what you've written below? Repair and Replacement. Company shall be responsible to Lessor for the lesser of reasonable replacement costs, or reasonable repair costs of all Prop(s) which is lost, stolen, or damaged while in the care, custody and control of Company as a result of Company's sole negligence in accordance with paragraph 2 above, reasonable wear and tear excepted, using the Actual Cash Value of the Prop(s) at the time of such loss. From: "Allen, Louise" <Louise_Allen@spe.sony.com> To: Sabine Graham <sabinegraham@rogers.com>; "Barnes, Britianey" <Britianey_Barnes@spe.sony.com>; "Silverman, David" <David_Silverman@spe.sony.com> Cc: Risk Management Production <Risk_Management_Production@spe.sony.com> Thursday, June 19, :33:19 AM Subject: RE: Pixels - patent machine - READ THIS The addition of new paragraph 8 is fine with Risk Mgmt in this case but my question is why was the original paragraph 8 deleted from the Prop Rental agreement? 8. Shipping. Company will arrange shipping to Museumpros Art Services Inc., where an experienced curator will oversee the unpacking and repacking of the items. Items will be handled by authorized crew members only and will not be available to the general crew. 1

3 Prop(s) Rental Terms and Conditions ( Rider ) Reference is hereby made to that certain bid/invoice/purchase order dated as of, 2014 between ( Lessor ) and ( Company ) attached hereto. The bid and this Rider attached hereto constitute the rental agreement ( Rental Agreement ). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, Lessor and Company hereby agree to the following: 1. Indemnification. Company shall indemnify and hold harmless Lessor, Lessor's parent company and/or subsidiaries of Lessor ("Indemnitees") from any and all costs and/or expenses (including reasonable outside attorney's fees) arising from any claim of injury or property damage incurred by any third person or Lessor as a direct result of Company's sole negligence regarding the use of the Prop. If any of the Indemnitees claim damage to the Prop, Lessor shall submit to Company in writing no later than five (5) days following the return of the Prop(s) to Lessor a detailed listing of all claimed damage thereto and Lessor shall permit Company to inspect the Prop(s). 2. Assumption of Risk. From the time the Prop(s) is in the care, custody & control of Company, until the Prop(s) is returned to Lessor during normal business hours, Company assumes all risks of loss and responsibility for any damage Company causes to the Prop(s) through its sole negligence including but not limited to all risks and losses while in transit, while at locations, while in storage (excluding storage at Lessor's premises) and while on Company's premises, reasonable wear and tear excepted. Company will take reasonable precautions in regard to the use of the Prop(s) to protect all persons and property from injury or damage. The Prop(s) shall be used only by Company's employees or agents qualified to use such Prop(s). 3. Warranty. Lessor represents and warrants that the Prop(s) is in good repair and working order, and that Lessor is the owner of the Prop(s). Lessor will indemnify Company for any breach of the foregoing representations and warranty. Company acknowledges that the Prop(s) is leased without warranty or guarantee except as required by law and as described herein. 4. Insurance. Company (or its payroll Company in the case of [a] below) shall maintain, at its own cost and expense, at all times during the term of this agreement, the following insurance, which policies shall include a provision that should any of the below described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions: (a) Workers' Compensation Insurance adequate to comply with all applicable statutory, regulatory and other legal requirements in the territory of use and Employer's Liability in an amount not less than $1,000,000; (b) Commercial General Liability Insurance in an amount of $1,000,000 per occurrence; $2,000,000 aggregate for Bodily Injury and Property Damage Liability. Such coverage shall include protection for premises/operations, contractual liability, products/completed operations, broad form property damage including care, custody and control and automobile liability for non-owned or hired vehicles rented for terms of 30 days or less; and (c) All Risk Property Coverage covering the Prop(s) valued at Actual Cash Value as well as Physical Damage to vehicles to include Comprehensive and Collision coverage. At Lessor's request, Company shall deliver valid certificates of insurance evidencing the insurance described above and including Lessor as an additional insured and loss payee as its interests may appear. 5. Repair and Replacement. Company shall be responsible to Lessor for reasonable replacement costs, or reasonable repair costs of all Prop(s) which is lost, stolen, or damaged while in the care, custody and control of Company as a result of Company's sole negligence in accordance with paragraph 2 above, reasonable wear and tear excepted, using the Actual Cash Value of the Prop(s) at the time of such loss. Prior to repairing the Prop(s), Lessor shall submit to Company at least three estimates, including at least one estimate from a repair facility designated by Company. In the event the Prop(s) is lost or stolen, Company shall file a police report. 6. Photography/Sound Recording Rights. All rights of every kind in and to all photographs and sound recordings made hereunder (including, but not limited to, the right to exhibit any and all scenes photographed or recorded in connection with the Prop(s) throughout the world in perpetuity) shall be and remain vested in Company, its successors, assigns and licensees, and neither Lessor nor any other party now or hereafter having an interest in the Prop(s), shall have any right of action against Company or any other party arising out of any use of said photographs and/or sound recordings whether or not such use is, or may be claimed to be defamatory, untrue, or censurable in nature and Lessor or any other party now or hereafter having an interest in the Prop(s), hereby waives any and all rights of privacy, publicity, or any other rights of a similar nature in connection with the exploitation of any such photography or sound recordings. 7. Miscellaneous. The Rental Agreement contains the full and complete understanding between the parties and supercedes all prior agreements and understandings pertaining to the subject matter hereof and cannot be modified except in writing signed by both parties. Lessor agrees, represents, and warrants that its sole and exclusive remedy for Company's breach of this

4 agreement shall be through an action at law for monetary damages, if any. Lessor irrevocably waives any right to rescission, equitable, or injunctive relief for any claim, loss, or cost of any kind arising through or in connection with this Agreement or the subject matter hereof. To the extent that any provisions of the bid are inconsistent with this Rider, the provisions of this Rider shall govern. 8. No Injunctive Relief. In the event of any claim by Lessor against Company, whether or not material, Lessor shall be limited to Lessor s remedy at law for damages, if any, and Lessor shall not be entitled to enjoin, restrain or interfere with Company s development, production and/or distribution of the motion picture(s) or with the advertising, publicizing, exhibiting or exploitation of said photograph and/or in connection therewith. ACCEPTED AND AGREED TO: COMPANY: Its: LESSOR: Its:

5 Prop(s) Rental Terms and Conditions ( Rider ) Reference is hereby made to that certain bid/invoice/purchase order dated as of, 2014 between ( Lessor ) and ( Company ) attached hereto. The bid and this Rider attached hereto constitute the rental agreement ( Rental Agreement ). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, Lessor and Company hereby agree to the following: 1. Indemnification. Company shall indemnify and hold harmless Lessor, Lessor's parent company and/or subsidiaries of Lessor ("Indemnitees") from any and all costs and/or expenses (including reasonable outside attorney's fees) arising from any claim of injury or property damage incurred by any third person or Lessor as a direct result of Company's sole negligence regarding the use of the Prop. If any of the Indemnitees claim damage to the Prop, Lessor shall submit to Company in writing no later than five (5) days following the return of the Prop(s) to Lessor a detailed listing of all claimed damage thereto and Lessor shall permit Company to inspect the Prop(s). 2. Assumption of Risk. From the time the Prop(s) is in the care, custody & control of Company, until the Prop(s) is returned to Lessor during normal business hours, Company assumes all risks of loss and responsibility for any damage Company causes to the Prop(s) through its sole negligence including but not limited to all risks and losses while in transit, while at locations, while in storage (excluding storage at Lessor's premises) and while on Company's premises, reasonable wear and tear excepted. Company will take reasonable precautions in regard to the use of the Prop(s) to protect all persons and property from injury or damage. The Prop(s) shall be used only by Company's employees or agents qualified to use such Prop(s). 3. Warranty. Lessor represents and warrants that the Prop(s) is in good repair and working order, and that Lessor is the owner of the Prop(s). Lessor will indemnify Company for any breach of the foregoing representations and warranty. Company acknowledges that the Prop(s) is leased without warranty or guarantee except as required by law and as described herein. 4. Insurance. Company (or its payroll Company in the case of [a] below) shall maintain, at its own cost and expense, at all times during the term of this agreement, the following insurance, which policies shall include a provision that should any of the below described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions: (a) Workers' Compensation Insurance adequate to comply with all applicable statutory, regulatory and other legal requirements in the territory of use and Employer's Liability in an amount not less than $1,000,000; (b) Commercial General Liability Insurance in an amount of $1,000,000 per occurrence; $2,000,000 aggregate for Bodily Injury and Property Damage Liability. Such coverage shall include protection for premises/operations, contractual liability, products/completed operations, broad form property damage including care, custody and control and automobile liability for non-owned or hired vehicles rented for terms of 30 days or less; and (c) All Risk Property Coverage covering the Prop(s) valued at Actual Cash Value as well as Physical Damage to vehicles to include Comprehensive and Collision coverage. At Lessor's request, Company shall deliver valid certificates of insurance evidencing the insurance described above and including Lessor as an additional insured and loss payee as its interests may appear. 5. Repair and Replacement. Company shall be responsible to Lessor for the lesser of reasonable replacement costs, or reasonable repair costs of all Prop(s) which is lost, stolen, or damaged while in the care, custody and control of Company as a result of Company's sole negligence in accordance with paragraph 2 above, reasonable wear and tear excepted, using the Actual Cash Value of the Prop(s) at the time of such loss. Prior to repairing the Prop(s), Lessor shall submit to Company at least three estimates, including at least one estimate from a repair facility designated by Company. In the event the Prop(s) is lost or stolen, Company shall file a police report. 6. Photography/Sound Recording Rights. All rights of every kind in and to all photographs and sound recordings made hereunder (including, but not limited to, the right to exhibit any and all scenes photographed or recorded in connection with the Prop(s) throughout the world in perpetuity) shall be and remain vested in Company, its successors, assigns and licensees, and neither Lessor nor any other party now or hereafter having an interest in the Prop(s), shall have any right of action against Company or any other party arising out of any use of said photographs and/or sound recordings whether or not such use is, or may be claimed to be defamatory, untrue, or censurable in nature and Lessor or any other party now or hereafter having an interest in the Prop(s), hereby waives any and all rights of privacy, publicity, or any other rights of a similar nature in connection with the exploitation of any such photography or sound recordings. 7. Miscellaneous. The Rental Agreement contains the full and complete understanding between the parties and supercedes all prior agreements and understandings pertaining to the subject matter hereof and cannot be modified except in writing signed by

6 both parties. Lessor agrees, represents, and warrants that its sole and exclusive remedy for Company's breach of this agreement shall be through an action at law for monetary damages, if any. Lessor irrevocably waives any right to rescission, equitable, or injunctive relief for any claim, loss, or cost of any kind arising through or in connection with this Agreement or the subject matter hereof. To the extent that any provisions of the bid are inconsistent with this Rider, the provisions of this Rider shall govern. 8. No Injunctive Relief. In the event of any claim by Lessor against Company, whether or not material, Lessor shall be limited to Lessor s remedy at law for damages, if any, and Lessor shall not be entitled to enjoin, restrain or interfere with Company s development, production and/or distribution of the motion picture(s) or with the advertising, publicizing, exhibiting or exploitation of said photograph and/or in connection therewith Shipping. Company will arrange shipping to Museumpros Art Services Inc., where an experienced curator will oversee the unpacking and repacking of the items. Items will be handled by authorized crew members only and will not be available to the general crew. Formatted: Font: 11 pt Formatted: Font: 11 pt, Not Bold Formatted: Font: 11 pt Formatted: Tab stops: 0.25", Left ACCEPTED AND AGREED TO: COMPANY: Its: LESSOR: Its:

7 Allen, Louise From: To: Cc: Subject: Allen, Louise Thursday, June 19, :33 AM 'Sabine Graham'; Barnes, Britianey; Silverman, David Risk Management Production RE: Pixels - patent machine - READ THIS The addition of new paragraph 8 is fine with Risk Mgmt in this case but my question is why was the original paragraph 8 deleted from the Prop Rental agreement? 8. Shipping. Company will arrange shipping to Museumpros Art Services Inc., where an experienced curator will oversee the unpacking and repacking of the items. Items will be handled by authorized crew members only and will not be available to the general crew. 8. No Injunctive Relief. In the event of any claim by Lessor against Company, whether or not material, Lessor shall be limited to Lessor s remedy at law for damages, if any, and Lessor shall not be entitled to enjoin, restrain or interfere with Company s development, production and/or distribution of the motion picture(s) or with the advertising, publicizing, exhibiting or exploitation of said photograph and/or in connection therewith. The value of the prop is higher than the deductible. I think the revision I made is sufficient. If the vendor wants clarifying language that repairs are not an option, we can insert it but I believe it is preferable to just revise as indicated below. For example, there might be a minor scratch to the machine that could be repaired so I would prefer not to add wording indicating that repairs are not acceptable. Repair and Replacement. Company shall be responsible to Lessor for the lesser of reasonable replacement costs, or reasonable repair costs of all Prop(s) which is lost, stolen, or damaged while in the care, custody and control of Company as a result of Company's sole negligence in accordance with paragraph 2 above, reasonable wear and tear excepted, using the Actual Cash Value of the Prop(s) at the time of such loss. Yes, I believe you still need further confirmation from David about the deletion of the second line in paragraph 5. Deletion of that line is ok with Risk Mgmt. Thanks, Louise Allen Risk Management T: (519) Wednesday, June 18, :43 PM To: Barnes, Britianey; Silverman, David Cc: Risk Management Production I guess David still needs to approve, but Linda also sent this note yesterday... Sabine, do you know the value of this prop? If it s under the Prop coverage deductible amount it won t be necessary to add any language, but if it s over I might add some verbiage to clarify that repairs are not acceptable. Thanks, 1

8 Linda Zechowy Risk Management Office: Fax: From: "Barnes, Britianey" To: Sabine Graham "Silverman, David" Cc: Risk Management Production Subject: RE: Pixels - patent machine - READ THIS Hi Sabine, You are awaiting a response from Legal, correct? Or do you need anything else from RM? Britianey Barnes Sr. Analyst P F britianey_barnes@spe.sony.com Wednesday, June 18, :17 PM To: Allen, Louise; Zechowy, Linda; Silverman, David Cc: Risk Management Production Additionally, Set Dec is hoping to get this back today as they need to ship the item soon. thank you for your time. From: Sabine Graham <sabinegraham@rogers.com> To: "Allen, Louise" <Louise_Allen@spe.sony.com>; "Zechowy, Linda" <Linda_Zechowy@spe.sony.com>; "Silverman, David" <David_Silverman@spe.sony.com> Cc: Risk Management Production <Risk_Management_Production@spe.sony.com> Yes, the vendor wanted section 8 added in. Vendor name is ROTHSCHILD PATENT MODEL COLLECTION From: "Allen, Louise" <Louise_Allen@spe.sony.com> To: Sabine Graham <sabinegraham@rogers.com>; "Zechowy, Linda" <Linda_Zechowy@spe.sony.com>; "Silverman, David" <David_Silverman@spe.sony.com> Cc: Risk Management Production <Risk_Management_Production@spe.sony.com> Wednesday, June 18, :28:09 PM Subject: RE: Pixels - patent machine - READ THIS 2

9 If David approves, I don't see a problem with removing the second sentence of paragraph 5 in these circumstances. I did insert the words "the lesser of" in the first sentence of paragraph 5 so that there would be no liability for excessive repair costs if the prop is capable of repair. I also did a quick a-b comparison vs the standard Canadian prop agreement and I see the original paragraph 8 (No injunctive relief) has also been removed. Was that a negotiated change wtih this vendor or???? Also, what is the name of this vendor so that we can properly track this agreement for our files? Thanks, Louise Allen Risk Management T: (519) Wednesday, June 18, :33 PM To: Allen, Louise; Zechowy, Linda; Silverman, David Cc: Risk Management Production If it's possible to deal with this today it would be helpful. thanks Sabine Graham Production Coordinator "PIXELS" Arcaders Productions Ltd. 225 Commissioners Street, Suite 305 Toronto, ON M4M 0A1 Phone: Fax: From: "Allen, Louise" <Louise_Allen@spe.sony.com> To: Sabine Graham <sabinegraham@rogers.com>; "Zechowy, Linda" <Linda_Zechowy@spe.sony.com>; "Silverman, David" <David_Silverman@spe.sony.com> Cc: Risk Management Production <Risk_Management_Production@spe.sony.com> Subject: RE: Pixels - patent machine - READ THIS Thanks Sabine. Linda is off today, back in the office tomorrow. Can this wait until tomorrow or do you want someone else in Risk Mgmt to handle today? Thanks, Louise Allen Risk Management T: (519) Wednesday, June 18, :48 AM To: Zechowy, Linda; Silverman, David Cc: Risk Management Production 3

10 Prop(s) Rental Terms and Conditions ( Rider ) Reference is hereby made to that certain bid/invoice/purchase order dated as of, 2014 between ( Lessor ) and _Columbia Pictures Industries Inc. ( Company ) attached hereto. The bid and this Rider attached hereto constitute the rental agreement ( Rental Agreement ). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, Lessor and Company hereby agree to the following: 1. Indemnification. Company shall indemnify and hold harmless Lessor, Lessor's parent company and/or subsidiaries of Lessor ("Indemnitees") from any and all costs and/or expenses (including reasonable outside attorney's fees) arising from any claim of injury or property damage incurred by any third person or Lessor as a direct result of Company's sole negligence regarding the use of the Prop. If any of the Indemnitees claim damage to the Prop, Lessor shall submit to Company in writing no later than five (5) days following the return of the Prop(s) to Lessor a detailed listing of all claimed damage thereto and Lessor shall permit Company to inspect the Prop(s). 2. Assumption of Risk. From the time the Prop(s) is in the care, custody & control of Company, until the Prop(s) is returned to Lessor during normal business hours, Company assumes all risks of loss and responsibility for any damage Company causes to the Prop(s) through its sole negligence including but not limited to all risks and losses while in transit, while at locations, while in storage (excluding storage at Lessor's premises) and while on Company's premises, reasonable wear and tear excepted. Company will take reasonable precautions in regard to the use of the Prop(s) to protect all persons and property from injury or damage. The Prop(s) shall be used only by Company's employees or agents qualified to use such Prop(s). 3. Warranty. Lessor represents and warrants that the Prop(s) is in good repair and working order, and that Lessor is the owner of the Prop(s). Lessor will indemnify Company for any breach of the foregoing representations and warranty. Company acknowledges that the Prop(s) is leased without warranty or guarantee except as required by law and as described herein. 4. Insurance. Company (or its payroll Company in the case of [a] below) shall maintain, at its own cost and expense, at all times during the term of this agreement, the following insurance, which policies shall include a provision that should any of the below described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions: (a) Workers' Compensation Insurance adequate to comply with all applicable statutory, regulatory and other legal requirements in the territory of use and Employer's Liability in an amount not less than $1,000,000; (b) Commercial General Liability Insurance in an amount of $1,000,000 per occurrence; $2,000,000 aggregate for Bodily Injury and Property Damage Liability. Such coverage shall include protection for premises/operations, contractual liability, products/completed operations, broad form property damage including care, custody and control and automobile liability for non-owned or hired vehicles rented for terms of 30 days or less; and (c) All Risk Property Coverage covering the Prop(s) valued at Actual Cash Value as well as Physical Damage to vehicles to include Comprehensive and Collision coverage. At Lessor's request, Company shall deliver valid certificates of insurance evidencing the insurance described above and including Lessor as an additional insured and loss payee as its interests may appear. 5. Repair and Replacement. Company shall be responsible to Lessor for the lesser of reasonable replacement costs, or reasonable repair costs of all Prop(s) which is lost, stolen, or damaged while in the care, custody and control of Company as a result of Company's sole negligence in accordance with paragraph 2 above, reasonable wear and tear excepted, using the Actual Cash Value of the Prop(s) at the time of such loss. Prior to repairing the Prop(s), Lessor shall submit to Company at least three estimates, including at least one estimate from a repair facility designated by Company. In the event the Prop(s) is lost or stolen, Company shall file a police report. 6. Photography/Sound Recording Rights. All rights of every kind in and to all photographs and sound recordings made hereunder (including, but not limited to, the right to exhibit any and all scenes photographed or recorded in connection with the Prop(s) throughout the world in perpetuity) shall be and remain vested in Company, its successors, assigns and licensees, and neither Lessor nor any other party now or hereafter having an interest in the Prop(s), shall have any right of action against Company or any other party arising out of any use of said photographs and/or sound recordings whether or not such use is, or may be claimed to be defamatory, untrue, or censurable in nature and Lessor or any other party now or hereafter having an interest in the Prop(s), hereby waives any and all rights of privacy, publicity, or any other rights of a similar nature in connection with the exploitation of any such photography or sound recordings. 7. Miscellaneous. The Rental Agreement contains the full and complete understanding between the parties and supercedes all prior agreements and understandings pertaining to the subject matter hereof and cannot be modified except in writing signed by both parties. Lessor agrees, represents, and warrants that its sole and exclusive remedy for Company's breach of this agreement shall be through an action at law for monetary damages, if any. Lessor irrevocably waives any right to rescission, equitable, or injunctive relief for any claim, loss, or cost of any kind arising through or in connection with this Agreement or the subject matter hereof. To the extent that any provisions of the bid are inconsistent with this Rider, the provisions of this Rider shall govern. 8. Shipping. Company will arrange shipping to Museumpros Art Services Inc., where an experienced curator will oversee the unpacking and repacking of the items. Items will be handled by authorized crew members only and will not be available to the general crew. ACCEPTED AND AGREED TO: COMPANY: Columbia Pictures Industries Inc Its: Authrorized Representative. LESSOR: Its:

11 Prop(s) Rental Terms and Conditions ( Rider ) Reference is hereby made to that certain bid/invoice/purchase order dated as of, 2014, 2011 between ( Lessor ) and _Columbia Pictures Industries Inc. ( Company ) attached hereto. The bid and this Rider attached hereto constitute the rental agreement ( Rental Agreement ). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, Lessor and Company hereby agree to the following: Formatted: Top: 0.18", Bottom: 0.18" Formatted: Underline 1. Indemnification. Company shall indemnify and hold harmless Lessor, Lessor's parent company and/or subsidiaries of Lessor ("Indemnitees") from any and all costs and/or expenses (including reasonable outside attorney's fees) arising from any claim of injury or property damage incurred by any third person or Lessor as a direct result of Company's sole negligence regarding the use of the Prop. If any of the Indemnitees claim damage to the Prop, Lessor shall submit to Company in writing no later than five (5) days following the return of the Prop(s) to Lessor a detailed listing of all claimed damage thereto and Lessor shall permit Company to inspect the Prop(s). 2. Assumption of Risk. From the time the Prop(s) is in the care, custody & control of Company, until the Prop(s) is returned to Lessor during normal business hours, Company assumes all risks of loss and responsibility for any damage Company causes to the Prop(s) through its sole negligence including but not limited to all risks and losses while in transit, while at locations, while in storage (excluding storage at Lessor's premises) and while on Company's premises, reasonable wear and tear excepted. Company will take reasonable precautions in regard to the use of the Prop(s) to protect all persons and property from injury or damage. The Prop(s) shall be used only by Company's employees or agents qualified to use such Prop(s). 3. Warranty. Lessor represents and warrants that the Prop(s) is in good repair and working order, and that Lessor is the owner of the Prop(s). Lessor will indemnify Company for any breach of the foregoing representations and warranty. Company acknowledges that the Prop(s) is leased without warranty or guarantee except as required by law and as described herein. 4. Insurance. Company (or its payroll Company in the case of [a] below) shall maintain, at its own cost and expense, at all times during the term of this agreement, the following insurance, which policies shall include a provision that should any of the below described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions: (a) Workers' Compensation Insurance adequate to comply with all applicable statutory, regulatory and other legal requirements in the territory of use and Employer's Liability in an amount not less than $1,000,000; (b) Commercial General Liability Insurance in an amount of $1,000,000 per occurrence; $2,000,000 aggregate for Bodily Injury and Property Damage Liability. Such coverage shall include protection for premises/operations, contractual liability, products/completed operations, broad form property damage including care, custody and control and automobile liability for non-owned or hired vehicles rented for terms of 30 days or less; and (c) All Risk Property Coverage covering the Prop(s) valued at Actual Cash Value as well as Physical Damage to vehicles to include Comprehensive and Collision coverage. At Lessor's request, Company shall deliver valid certificates of insurance evidencing the insurance described above and including Lessor as an additional insured and loss payee as its interests may appear. 5. Repair and Replacement. Company shall be responsible to Lessor for the lesser of reasonable replacement costs, or reasonable repair costs of all Prop(s) which is lost, stolen, or damaged while in the care, custody and control of Company as a result of Company's sole negligence in accordance with paragraph 2 above, reasonable wear and tear excepted, using the Actual Cash Value of the Prop(s) at the time of such loss. Prior to repairing the Prop(s), Lessor shall submit to Company at least three estimates, including at least one estimate from a repair facility designated by Company. In the event the Prop(s) is lost or stolen, Company shall file a police report. 6. Photography/Sound Recording Rights. All rights of every kind in and to all photographs and sound recordings made hereunder (including, but not limited to, the right to exhibit any and all scenes photographed or recorded in connection with the Prop(s) throughout the world in perpetuity) shall be and remain vested in Company, its successors, assigns and licensees, and neither Lessor nor any other party now or hereafter having an interest in the Prop(s), shall have any right of action against Company or any other party arising out of any use of said photographs and/or sound recordings whether or not such use is, or may be claimed to be defamatory, untrue, or censurable in nature and Lessor or any other party now or hereafter having an interest in the Prop(s), hereby waives any and all rights of privacy, publicity, or any other rights of a similar nature in connection with the exploitation of any such photography or sound recordings. Formatted: Highlight Formatted: Font color: Red, Strikethrough Formatted: Font color: Red 7. Miscellaneous. The Rental Agreement contains the full and complete understanding between the parties and supercedes all prior agreements and understandings pertaining to the subject matter hereof and cannot be modified except in writing signed by both parties. Lessor agrees, represents, and warrants that its sole and exclusive remedy for Company's breach of this agreement shall be through an action at law for monetary damages, if any. Lessor irrevocably waives any right to rescission, equitable, or injunctive relief for any claim, loss, or cost of any kind arising through or in connection with this Agreement or the subject matter hereof. To the extent that any provisions of the bid are inconsistent with this Rider, the provisions of this Rider shall govern. 8. Shipping. Company will arrange shipping to Museumpros Art Services Inc., where an experienced curator will oversee the unpacking and repacking of the items. Items will be handled by authorized crew members only and will not be available to the general crew. 8. No Injunctive Relief. In the event of any claim by Lessor against Company, whether or not material, Lessor shall be limited to Lessor s remedy at law for damages, if any, and Lessor shall not be entitled to enjoin, restrain or interfere with Company s development, production and/or distribution of the motion picture(s) or with the advertising, publicizing, exhibiting or exploitation of said photograph and/or in connection therewith. ACCEPTED AND AGREED TO:

12 COMPANY: Columbia Pictures Industries IncRekall Productions Ltd. Its: Authrorized Representative. Its: LESSOR: Its: Formatted: Font: (Default) Times New Roman, 8 pt, Not Bold, Font color: Auto

13 Allen, Louise From: To: Cc: Subject: Sabine Graham Wednesday, June 18, :33 PM Allen, Louise; Zechowy, Linda; Silverman, David Risk Management Production Re: Pixels - patent machine - READ THIS If it's possible to deal with this today it would be helpful. thanks Sabine Graham Production Coordinator "PIXELS" Arcaders Productions Ltd. 225 Commissioners Street, Suite 305 Toronto, ON M4M 0A1 Phone: Fax: From: "Allen, Louise" <Louise_Allen@spe.sony.com> To: Sabine Graham <sabinegraham@rogers.com>; "Zechowy, Linda" <Linda_Zechowy@spe.sony.com>; "Silverman, David" <David_Silverman@spe.sony.com> Cc: Risk Management Production <Risk_Management_Production@spe.sony.com> Subject: RE: Pixels - patent machine - READ THIS Thanks Sabine. Linda is off today, back in the office tomorrow. Can this wait until tomorrow or do you want someone else in Risk Mgmt to handle today? Thanks, Louise Allen Risk Management T: (519) Wednesday, June 18, :48 AM To: Zechowy, Linda; Silverman, David Cc: Risk Management Production The value is $27,500 US. From: "Zechowy, Linda" <Linda_Zechowy@spe.sony.com> To: Sabine Graham <sabinegraham@rogers.com>; "Silverman, David" <David_Silverman@spe.sony.com> Cc: Risk Management Production <Risk_Management_Production@spe.sony.com> Subject: RE: Pixels - patent machine - READ THIS Sabine, do you know the value of this prop? If it s under the Prop coverage deductible amount it won t be necessary to add any language, but if it s over I might add some verbiage to clarify that repairs are not acceptable. 1

14 Thanks, Linda Zechowy Risk Management Office: Fax: Tuesday, June 17, :58 PM To: Silverman, David; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Allen, Louise; Herrera, Terri After further clarification, because this item is an antique, it really can't be repaired. We either return the patent machine as we received it, or we buy it outright. There is no repair option. From: "Silverman, David" To: Sabine Graham "Luehrs, Dawn" "Zechowy, Linda" "Barnes, Britianey" "Allen, Louise" "Herrera, Terri" Subject: RE: Pixels - patent machine - READ THIS I would say no to deleting the language about getting estimates. say that you can reduce to 2 (with one from someone we pick). but that's the best we can do. if they give you a reasonable explanation as to why they want to delete entirely, it's up to the production. rest is ok David Silverman Vice-President, Legal Affairs Columbia Pictures W. Washington Blvd., Thalberg Building, Room 2321 Culver City, CA Fax David_Silverman@spe.sony.com Tuesday, June 17, :41 PM To: Silverman, David; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Allen, Louise; Herrera, Terri Subject: Fw: Pixels - patent machine - READ THIS Sorry, I forgot to attach the revised rental agreement. 2nd attachment here Forwarded Message From: Sabine Graham <sabinegraham@rogers.com> To: Dawn Luehrs <Dawn_Luehrs@spe.sony.com>; Linda Zechowy (Sony Risk Mgmt) <Linda_Zechowy@spe.sony.com>; Britianey Barnes <Britianey_Barnes@spe.sony.com>; Louise Allen (Sony) <Louise_Allen@spe.sony.com>; Herrera Terri (Sony Risk Mgmt) <Terri_Herrera@spe.sony.com>; David Siverman (Sony Legal) <david_silverman@spe.sony.com> Subject: Fw: Pixels - patent machine - prop/set dressing rental form Dennis was helping me with this Set Dec rental of an antique patent machine. They have asked for a part of section 5 to be removed, and we've added section 8. Can you please let me know if we can go ahead and sign this. 2

15 This item is to be used as set dressing only. Sabine Graham Production Coordinator "PIXELS" Arcaders Productions Ltd. 225 Commissioners Street, Suite 305 Toronto, ON M4M 0A1 Phone: Fax: Forwarded Message From: "Hunter, Dennis" To: Sabine Graham Subject: RE: Pixels - patent machine - prop/set dressing rental form Here you go. I trust you with the Word version. Company is the production entity. Dennis Thursday, June 05, :28 PM To: Hunter, Dennis Subject: Pixels - If we need to have a rental agreement for the antique patent machine that we are bringing up and having the "curator/museum" look after, do you have something that we can use? Sabine Graham Production Coordinator "PIXELS" Arcaders Productions Ltd. 225 Commissioners Street, Suite 305 Toronto, ON M4M 0A1 Phone: Fax:

16 Prop(s) Rental Terms and Conditions ( Rider ) Reference is hereby made to that certain bid/invoice/purchase order dated as of, 2014 between ( Lessor ) and _Columbia Pictures Industries Inc. ( Company ) attached hereto. The bid and this Rider attached hereto constitute the rental agreement ( Rental Agreement ). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, Lessor and Company hereby agree to the following: 1. Indemnification. Company shall indemnify and hold harmless Lessor, Lessor's parent company and/or subsidiaries of Lessor ("Indemnitees") from any and all costs and/or expenses (including reasonable outside attorney's fees) arising from any claim of injury or property damage incurred by any third person or Lessor as a direct result of Company's sole negligence regarding the use of the Prop. If any of the Indemnitees claim damage to the Prop, Lessor shall submit to Company in writing no later than five (5) days following the return of the Prop(s) to Lessor a detailed listing of all claimed damage thereto and Lessor shall permit Company to inspect the Prop(s). 2. Assumption of Risk. From the time the Prop(s) is in the care, custody & control of Company, until the Prop(s) is returned to Lessor during normal business hours, Company assumes all risks of loss and responsibility for any damage Company causes to the Prop(s) through its sole negligence including but not limited to all risks and losses while in transit, while at locations, while in storage (excluding storage at Lessor's premises) and while on Company's premises, reasonable wear and tear excepted. Company will take reasonable precautions in regard to the use of the Prop(s) to protect all persons and property from injury or damage. The Prop(s) shall be used only by Company's employees or agents qualified to use such Prop(s). 3. Warranty. Lessor represents and warrants that the Prop(s) is in good repair and working order, and that Lessor is the owner of the Prop(s). Lessor will indemnify Company for any breach of the foregoing representations and warranty. Company acknowledges that the Prop(s) is leased without warranty or guarantee except as required by law and as described herein. 4. Insurance. Company (or its payroll Company in the case of [a] below) shall maintain, at its own cost and expense, at all times during the term of this agreement, the following insurance, which policies shall include a provision that should any of the below described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions: (a) Workers' Compensation Insurance adequate to comply with all applicable statutory, regulatory and other legal requirements in the territory of use and Employer's Liability in an amount not less than $1,000,000; (b) Commercial General Liability Insurance in an amount of $1,000,000 per occurrence; $2,000,000 aggregate for Bodily Injury and Property Damage Liability. Such coverage shall include protection for premises/operations, contractual liability, products/completed operations, broad form property damage including care, custody and control and automobile liability for non-owned or hired vehicles rented for terms of 30 days or less; and (c) All Risk Property Coverage covering the Prop(s) valued at Actual Cash Value as well as Physical Damage to vehicles to include Comprehensive and Collision coverage. At Lessor's request, Company shall deliver valid certificates of insurance evidencing the insurance described above and including Lessor as an additional insured and loss payee as its interests may appear. 5. Repair and Replacement. Company shall be responsible to Lessor for reasonable replacement costs, or reasonable repair costs of all Prop(s) which is lost, stolen, or damaged while in the care, custody and control of Company as a result of Company's sole negligence in accordance with paragraph 2 above, reasonable wear and tear excepted, using the Actual Cash Value of the Prop(s) at the time of such loss. Prior to repairing the Prop(s), Lessor shall submit to Company at least three estimates, including at least one estimate from a repair facility designated by Company. In the event the Prop(s) is lost or stolen, Company shall file a police report. 6. Photography/Sound Recording Rights. All rights of every kind in and to all photographs and sound recordings made hereunder (including, but not limited to, the right to exhibit any and all scenes photographed or recorded in connection with the Prop(s) throughout the world in perpetuity) shall be and remain vested in Company, its successors, assigns and licensees, and neither Lessor nor any other party now or hereafter having an interest in the Prop(s), shall have any right of action against Company or any other party arising out of any use of said photographs and/or sound recordings whether or not such use is, or may be claimed to be defamatory, untrue, or censurable in nature and Lessor or any other party now or hereafter having an interest in the Prop(s), hereby waives any and all rights of privacy, publicity, or any other rights of a similar nature in connection with the exploitation of any such photography or sound recordings. 7. Miscellaneous. The Rental Agreement contains the full and complete understanding between the parties and supercedes all prior agreements and understandings pertaining to the subject matter hereof and cannot be modified except in writing signed by both parties. Lessor agrees, represents, and warrants that its sole and exclusive remedy for Company's breach of this agreement shall be through an action at law for monetary damages, if any. Lessor irrevocably waives any right to rescission, equitable, or injunctive relief for any claim, loss, or cost of any kind arising through or in connection with this Agreement or the subject matter hereof. To the extent that any provisions of the bid are inconsistent with this Rider, the provisions of this Rider shall govern. 8. Shipping. Company will arrange shipping to Museumpros Art Services Inc., where an experienced curator will oversee the unpacking and repacking of the items. Items will be handled by authorized crew members only and will not be available to the general crew. ACCEPTED AND AGREED TO: COMPANY: Columbia Pictures Industries Inc Its: Authrorized Representative. LESSOR: Its: