AYNIK VFX Agmt (Compared To IAL) .SPE Risk MGMT Cmmnts 1-30-13docx

As of November 17, 2006
SONY PICTURES IMAGEWORKS INC.

9050 West Washington Boulevard
Culver City, California 90232
Attn: Susie Oh
RE: “I AM LEGEND” (the “Picture”)
Dear Ms. Oh:

DATE (with effect from 4 December
2012)
This letter will serve as an agreementDeed (the “Agreement”) is made

2013 (with effect from 4 December 2012) between SONY PICTURES
IMAGEWORKS INC., VANCOUVER LIMITED whose address is 1128 Homer
Street, Vancouver, BC V6B 2G2 (“Contractor”) and ROSE CITY PICTURES,
INC.GABRIEL SIMON PRODUCTION SERVICES LIMITED d/b/a DIGITAL DIVA
FILMS CANADA whose address is 1090 Homer Street, Suite 340, Vancouver
BC, V6B 2G2 Canada (“Producer”) in connection with the production of the
Picture,motion picture currently entitled “ALL YOU NEED IS KILL” (the “Picture”)
which will be distributed by WARNER BROS. PICTURES, a division of WB
Studio Enterprises IncWarner Bros. (“Distributor”).
A. Canadian Services. The parties acknowledge and agree that this

Agreement is deemed only to govern the Work (as defined below) to be
performed by Contractor in Vancouver, Canada subject to Paragraph 3A(c)
below.
1. The Work. The completed shots (the “Work”) to be performed by

Contractor for the Producer shall consist of 743a number of shots (or shots
comparable thereto) to be designated by Producer to Contractor for the Picture
as listed and more specifically described in the bid attached hereto as Exhibit “A”
and incorporated herein by reference (“Bid”). In the event of any inconsistencies
between this Agreement and Exhibit "“A",”, this Agreement will control. See
Paragraph 14 regarding cancellation of Work.
See Paragraph 14 regarding cancellation of Work.
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"I AM LEGEND"/Sony Imageworks
The Work shall include the plates (live action photography or otherwise)
photographed by Producer, and any photographic and digital effects produced
by Contractor, all images created by or produced by Contractor, any supervisory
or other related services, any research and development necessary for
producing the shots listed in the Bid or any Additional Bid and shall include,
without limitation, all deliverable physical elements (e.g. all digital files,
animation, matte paintings, digital models, miniatures and other materials (such
deliverable physical elements, collectively being “Components”))”) created for
use in the process of creating the Work but, for the avoidance of doubt, shall
exclude any mechanical or electronic devices, processes or application software
which are used by Contractor as tools to create the Work. Prior to digital
production, if Contractor foresees that any digital assets or files have proprietary
material or information embedded therein, Contractor shall disclose to Producer its
plan to strip such digital assets and/or data files of Contractor proprietary material
and proprietary information, and the delivery of such digital assets and/or data files
shall be subject to the technical feasibility of doing so. Exhibit “B” contains a list of
certain deliverable items and those specific digital assets that Contractor confirms
are proprietary and undeliverable and which need to be revised as the Work
changes in order to be deliverable to Producer, at Producer’s request and as
Producer shall designate.
Contractor shall deliver the Work in accordance with the following schedule: (i)
temptemporary delivery date: on or before 27 May 31, 20072013; (ii) final
delivery date: on or before October 1, 200720 September 2013. The Work shall
be delivered in accordance with the schedule set forth in the Bid or as otherwise
instructed by Producer. The Work shall be delivered to Producer with an aspect
ratio protected to 2.35:1 of all final composited elements in the form of 10-bit log
or equivalent DPX image files at a minimum of 2K resolution files on DLT tape or
other digital medium to be agreed uponas follows: (i) Temps delivered as HD
Quicktimes; and (ii) Finals delivered as raw 2048 X 1556 DPXs, full frame with
anamorphic squeeze applied files on a firewire drive or Aspera (2.40:1 aspect
ratio) as further set out in Exhibit “A” and shall be of professional, technical and
artistic quality consistent with industry standards for use in a first class,
commercial feature film and suitable for use in the Picture as contemplated by
Producer hereunder. In consideration of one dollar ($pound Sterling (£1) and
other good and valuable consideration, all Components shall be transferred to
Producer at Producer’s request (such request to be made in writing not later
than 1 year from the delivery of the Work) as Producer shall designate.
Producer may request, in writing, the transference of any and all deliverable
digital assets as set forth in Exhibit B including, but not limited to, wire frame or
physical models, digital textures, matte paintings, and any other Component
created uniquely for the Work that may constitute significant character or
geographic content for the Picture. The Contractor may be required, during the
course of production or thereafter (made in writing not later than 1 year from the
delivery of the Work), to archive said Components and to delivertransfer said
Components to Producer on a mutually agreed to digital tape or drive. Producer
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shall provide said digital medium. Contractor shall additionally provide an
information sheet, the context of which shall be provided by Producer, and
provide a “jpeg” or other type of picture file of each Component as requested by
Producer.
Time is of the essence with respect to the services and schedule specified by
Producer. Contractor shall render such services in accordance with the
instructions of Producer, and Contractor shall make any changes to the Work as
Producer may require, subject to the provisions of Paragraph 4 below.
Contractor shall, if so requested, provide Producer and Distributor’s financial
representatives (set forth in Paragraph 10 below), with weekly written status
reports or, if requested by Producer and/or Distributor’s financial representatives,
more frequently.
2. Grant of Rights. The Work shall be deemed specially ordered by Producer

as part of a motion picture and shall be considered a work-made-for-hire for
Producer in accordance with Sections 101 and 201 of the U.S. Copyright Act of
1976, and except as set forth below, Producer shall be the sole and exclusive
author thereof and owner of all rights of every kind and nature therein, whether
now known or hereafter devised, without additional compensation or other
obligation of any kind whatsoever to Contractor. If for any reason the Work is
not deemed to be a work-made-for-hire under any applicable law, then (and
except as specifically set forth herein to the contrary) Contractor shall be
deemed to have granted and assigned to Producer all of its rights in and to the
Work and the physical elements and materials related to the Work.
2. Grant of Rights. All of the results and proceeds of every kind of the
services heretofore and hereafter to be rendered by Contractor in and in
connection with the Work or the Picture but excluding any Contractor Technology
(as defined below) are and shall be deemed the exclusive property of Producer.
As such, Producer shall be the sole owner of the entire copyright (whether vested,
contingent or future) therein, with the full and unfettered right to make such use of
the Work in such manner as Producer shall think fit. Contractor, by way of
assignment of present and/or future copyright with full title guarantee hereby
irrevocably assigns to Producer any and all such copyright as aforesaid and all
other right, title and interest of whatever nature, whether vested or contingent,
whether subsisting or acquired, in and to all the Work, the Rights (as defined below
and applicable whether or not the federal copyright laws of the United States of
America apply in whole or in part to this Agreement) and all other results and
products (if any) of Contractor's services hereunder and, in connection therewith,
any and all right, title and interest of Contractor in the Picture and any other works
now or hereafter created containing the Work TO HOLD the same unto Producer
absolutely throughout the universe for the full period of copyright (or any other
period of protection) and all renewals and extensions thereof and thereafter in
perpetuity.
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Notwithstanding anything to the contrary contained herein, Contractor shall
retain ownership and possession of, and shall not be required to deliver to
Producer, any electronic or mechanical devices, processes, Contractor’s know
how, source or object code or application software which are used as tools to
create the Work (“Contractor Devices”) but which do Technology”). Contractor
Technology shall not incorporate the finalinclude any visual images andor
photography itself.from or relating to the Picture and, for the avoidance of doubt,
Contractor shall have no right, title or interest in any such images or photography.
Contractor shall own the Contractor DevicesTechnology, as well as all
intellectual property rights related to the Contractor DevicesTechnology,
including but not limited to, any copyrights, trademarks, trade secrets or
patents in connection therewith. Notwithstanding anything to the contrary
hereinforegoing, Contractor may retain copieshereby grants to Producer a non-
exclusive licence in and use any elements or effects which are not unique to the
Contractor Technology in perpetuity, to the extent only that the same is necessary
for the full exploitation of the Picture. and all ancillary and allied rights therein and
thereto by Producer as envisaged by the parties hereunder.
Contractor, recognising the needs of the media industry and by granting the
absolute and unlimited right to Producer to use all the Work and all results and
products (if any) of Contractor's services hereunder (excluding the Contractor
Technology) for all purposes and in any manner Producer may in its sole discretion
think fit (including, without limitation, Producer's unlimited right to edit, change,
copy, alter, add to, take from, adapt, reformat, reprocess and/or translate the
Work), hereby grants to Producer throughout the universe all consents under Part
II of the Copyright Designs and Patents Act 1988, as same may be amended from
time to time (the "1988 Act"), to enable Producer to make the fullest use possible
of the Work, and other results and products (if any) of Contractor’s services under
this Agreement (excluding the Contractor Technology); and Contractor hereby
unconditionally and irrevocably waives (or otherwise assigns to Producer) in
perpetuity the benefits of any provision of law, now existing or in future in force in
any part of the world, known as "moral rights" or "droit moral" (including, without
limitation, any rights under Sections 77 to 85, inclusive, of the 1988 Act) or any
similar law in any country of the world and hereby agrees not to institute, support,
maintain or permit any action or lawsuit on the grounds that the Work (or any part
thereof) or any other product or proceeds of Contractor's services hereunder, as
used, produced and/or exploited by Producer, in any way constitutes an
infringement of any "moral rights" or "droit moral", a defamation or mutilation of
Contractor's services or the Work (or any part thereof), or that the Work (or any
part thereof) has been subjected to derogatory treatment. Contractor hereby
expressly acknowledges that many parties will contribute to the Picture and other
works that will embody all or part of the Work. Accordingly, if for any reason the
above waiver (or alternative assignment by Contractor) of "moral rights" or "droit
moral" is not effective, then Contractor agrees to exercise such rights in a manner
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which recognises the contribution of, and will not have a material adverse effect
upon, such other parties.
Producer acknowledges that it will provide to Contractor various Materials (as

defined in Paragraph 20 of the Agreement) and hereby confirms, for the avoidance
of doubt, that Contractor’s obligations in respect of the waiver or assignment of
“moral rights” or “droit moral” referred to above, in respect of any rights of Producer
or of third parties in the Work which incorporates the Materials and in respect of
any covenants implied by the Law of Property (Miscellaneous Provisions) Act 1994
shall not apply or relate to such Materials.
Contractor undertakes to do any and all acts and execute any and all documents in
such manner and at such location as may be required by Producer in its sole
discretion and at Producer’s sole cost in order to evidence, protect, perfect or
enforce any of the rights granted or confirmed to Producer by Contractor pursuant
to this Agreement. As security for the performance by Contractor of Contractor's
obligations under this Agreement, if Contractor shall have failed following seven (7)
days' written notice from Producer to execute any document or perform any act
required pursuant to this Agreement, Producer shall have the right to do so in the
place and stead of Contractor as the lawfully appointed attorney of Contractor and
Contractor undertakes and warrants that Contractor shall confirm and ratify, and be
bound by, any and all of the actions of Producer pursuant to this paragraph.
During such seven (7) day period, Contractor shall have the opportunity to review
and negotiate in good faith reasonable changes to any such documents consistent
with the terms of this Agreement. Producer shall provide Contractor with a copy of
any documents so signed or with details of any act so performed following receipt
of Contractor’s written request therefor provided that Producer’s failure to do so will
not constitute a breach of this Agreement by Producer. Such authority and
appointment shall take effect as a power coupled with an interest and an
irrevocable appointment pursuant to Section 4, inter alia, of the Powers of Attorney
Act 1971, as may be amended from time to time.
Insofar as the federal copyright laws of the United States of America may be
applicable to this Agreement, in whole or in part and if at all, the Work produced
hereunder is and shall be deemed to be works made-for-hire for Producer.
Accordingly, Producer is and shall be considered the author and, at all stages of
completion, the sole and exclusive owner of the Work and all right, title and interest
therein (the "Rights"). The Rights shall include, without limitation, all copyrights,
neighbouring rights, trademarks and any and all other ownership and exploitation
rights in the Work now or hereafter recognised in any and all territories and
jurisdictions including, by way of illustration only, production, reproduction,
distribution, adaptation, performance, fixation, rental and lending rights, satellite
and cable transmission rights, exhibition, broadcast and all other rights of
communication to the public, and the right to exploit the Work throughout the
universe in perpetuity in all media, markets and languages and in any manner now
known or hereafter devised. Contractor will, upon request, execute, acknowledge
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and deliver to Producer at Producer’s sole cost any and all documents Producer
may deem necessary to evidence and effectuate all or any of Producer's rights
under this Agreement. Without limiting the foregoing, Contractor hereby grants to
Producer any and all rights which it may have in and to the Work as Contractor's
general employer. Contractor hereby irrevocably appoints Producer as
attorney-in-fact with full power to execute, acknowledge, deliver and record in the
U.S. Copyright Office or elsewhere any and all such documents Contractor fails to
execute, acknowledge and deliver within seven (7) days after service of a written
notice from Producer requiring Contractor to execute, acknowledge or deliver the
same. During such seven (7) day period, Contractor shall have the opportunity to
review and negotiate in good faith reasonable changes to any such document
consistent with the terms of this Agreement. Producer shall provide Contractor
with a copy of any documents so executed, acknowledged or delivered following
receipt of Contractor’s written request therefor provided that Producer’s failure to
do so shall not constitute a breach of this Agreement by Producer. The
appointment shall be a power coupled with an interest.
The covenants implied by the Law of Property (Miscellaneous Provisions) Act 1994
in a conveyance with full title guarantee shall apply to all the rights conveyed to
Producer under this Agreement.
3. Fees. Based upon the Bid, the following payment and progress schedule
has been agreed to and the amounts shown below shall be payable in
accordance therewith following following execution and delivery to Producer of
this Agreement:
Payment Due Date Amount

Initial Payment November 1, 2006 $1,800,000.00
2nd Payment December 1, 2006 $1,750,000.00
3rd Payment January 1, 2007 $1,750,000.00
4th Payment February 1, 2007 $1,900,000.00
5th Payment March 1, 2007 $1,900,000.00
6th Payment April 1, 2007 $2,225,990.00

(model build complete)
7th Payment May 1, 2007 $1,650,000.00

(turnovers complete)
8thInitial Payment June 1, 2007 $1,350,000.00

(temp shotsPayable upon US$489,364.10
execution and delivery) of this
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Agreement
9th Payment July 1, 2007 $1,500,000.00
10th Payment 2 18 January 2013 $2,300,000.00

Payment 3 15 February 2013 US$489,364.10
Payment 4 15 March 2013 US$489,364.10
Payment 5 19 April 2013 US$489,364.10
Payment 6 17 May 2013 US$489,364.10
Payment 7 14 June 2013 US$489,364.10
Payment 8 19 July 2013 US$489,364.10
Payment 9 16 August 1, 20072013 US$489,364.10
US$489,364.10
11th Payment September 1, 2007 $2,300,000.00
Final Payment October 1, 2007 subject to $3,574,010.00

priorPayable upon delivery and US$489,364.10
approval of the Work
Contracted Total Due $24,000,000.00

US$4,893,641
Payments are to be made via wire transfer are to be made to:
Name of Bank: [ ]
Address: [ ]
Sort Code: [ ]
A/C Number: [ ]
Swift Code: [ ]
3A. Tax/Tax Credits.
(a) General: All payments referred to in Paragraph 3 are exclusive of HST.
(b) Producer Tax Credits: Producer shall be entitled to apply for and receive
the benefits of any and all applicable federal and provincial Canadian tax credits
(collectively, “Producer Tax Credits”) that may be available to Producer. In this
regard, Contractor agrees to provide and/or execute in a timely manner any
information and/or documentation required in support of Producer’s efforts to
secure such Producer Tax Credits, including without limitation providing to
Producer or to Producer’s designee a completed and signed VFX Vendor
Declaration Form in the form attached hereto and incorporated herein by
check,this reference as “Exhibit H”.
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Contractor further agrees not to take any action(s) which might prove detrimental
to or impede Producer’s efforts in obtaining such Producer Tax Credits. Without
limitation, Contractor will reasonably assist and cooperate with Producer
(including the furnishing of information needed by Producer) to enable the
applicable federal and provincial Canadian authorities to issue the Producer Tax
Credits and to maximize the qualifying expenditure relating to the Producer Tax
Credits. Contractor represents, warrants and undertakes that all expenditure
and charges to Producer under this Agreement in connection with the Work or
otherwise in performing its obligations under this Agreement will qualify for the
Producer Tax Credits other than non-qualifying expenditure which has been
expressly approved by Producer in writing (being approval of both the amount
and an express acknowledgement that such expenditure will not qualify for the
Producer Tax Credits). Without limitation, Contractor’s services hereunder
(including without limitation all services to be provided that in and/or rendered by
employees, independent contractors or sub-contractors furnished by Contractor
pursuant to Paragraph 9 below or otherwise involved in the provision of
Contractor’s services under this Agreement) shall be carried out and performed
within Canada and Contractor further agrees that Contractor shall contract or
employ persons in compliance with the applicable federal and provincial tax
legislation and any conditions or guidelines of the applicable authority to ensure
that the Contractor’s charges to the Producer under this Agreement will qualify
for the Producer Tax Credits, except where expressly approved by Producer in
writing (being approval of both the amount and an express acknowledgement
that such expenditure will not qualify for the Producer Tax Credits). Contractor
further undertakes that it shall, and it shall use reasonable endeavours to
procure that all relevant third parties shall, do any and all acts and execute any
and all documents as Producer shall reasonably require to demonstrate that
Contractor has complied with the provisions of this Paragraph 3A(b) (including,
without limitation, by keeping records and providing Producer upon Producer’s
request with full supporting legal and accounting documentation and details of
such applicable expenditures).
If Contractor determines, during the course of its services under this Agreement,
that Contractor requires the use of additional labour (either case,
paymentemployees or third party) to complete the Work which is received by
Contractor on or before the due dates set forth above. not within Canada (or
within British Columbia) in accordance with the previous paragraph, Contractor
will notify and seek approval of Producer prior to carrying out such work and/or
engaging non-Canadian or non-British Columbia labour. Producer reserves the
right to cancel any part of the Work required to be completed outside Canada
and/or within non-Canadian or non-British Columbia labour.
4. Changes to the Work. During the course of the production, Producer

may, from time to time, change the Work (“Change Orders”). For changes or
additions to the Work, Contractor will submit to Producer a bid for associated
costs, if any (“Additional Bid”) and a timetable for completion of such changes
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or additions. Said Additional Bid must accompany a Change Order in the form
attached hereto as Exhibit "CB" and must be approved by Producer in writing
before Contractor begins producing said items. Any cost increase from the
original Bid due to changes or additions to the Work, shall be paid either: (i)
prorated over the remaining payments based on the original payment schedule
attached hereto or (ii) if Producer and Contractor mutually agree, 50% within
5ten (10) business days of Producer's notice of award to Contractor, and 50%
upon delivery and approval by Producer of the work that constitutes the Change
Order, as Producer and Contractor shall mutually agree.. Any decrease in the
original bid due to deletions, changes or substitutions will be prorated over the
remaining payments based on the original payment schedule attached hereto.
For deletions to the Work, Producer recognizes that Contractor may have spent
time and other out of pocket expenses in connection with producing said items.
Upon notice to Contractor of Producer’s intent to decrease the Work, Contractor
shall calculate the amount of credit due to Producer for said items. Said
calculation shall be in accordance with the terms of Paragraph 14. Such credit
shall be prorated over the remaining payments.
5. Publicity and Promotions. Producer shall have the sole and exclusive
right to issue publicity pertaining to the Picture and/or the Work.
(a) Contractor may issue publicity relating to the conduct of

Contractor’s business which mentions Contractor’s involvement in the production
of the Picture, provided that any mention of the Work or Contractor’s involvement
in the Work must be approved in advance by Producer in writing as to the
content and timing of any such publicity (provided, however that after the release
of the Picture, such approval shall not be unreasonably withheld).. Producer
acknowledges Contractor needs to advertise and publicize its services and its
work for clients and agrees to cooperate with Contractor in good faith to permit
reasonable publicity of Contractor’s work in connection with the Picture, subject
to Producer’s marketing and promotional strategies and business objectives.
(b) Contractor may disseminate information concerning the Picture

and/or the Work in response to written requests by media for information (which
requests shall include a general description of the proposed story or program,
specific descriptions of any clips to be utilized therein and a visual representation
of the clip itself), subject to Producer’s publicity schedule and plan and to
Contractor securing in advance the express understanding with such media, in
such instance, that any resulting story or program (and each installment thereof)
must utilize only clips or other copyrighted material from the Picture and/or the
Work as approved in advance by Producer’s visual effects publicity
representative, or as otherwise designated in writing by Producer’s
representative as set forth in Paragraph 10 below.
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6. Confidentiality. Contractor acknowledges that the Work and the images
contained therein are trade secrets of Producer. Contractor hereby agrees that
it will keep the contents of the Work and information furnished by Producer to
Contractor regarding the Picture strictly confidential, and Contractor will not
disclose the same to any third party or permit any third party, whether via
physical media or transmitted digitally over private or public network, to gain
access to the Work, or any Components comprising the Work, or information
concerning the Work, unless previously authorized in writing by Producer.
Notwithstanding the preceding sentence, Contractor may disclose such contents
of the Work to third parties solely as is necessary in order for Contractor to
create the Work; provided, however, that any third party granted access to digital
material related to the creation of the Work shall agree in writing to maintain the
confidentiality thereof in substantially the form attached hereto as Exhibit “GD”.
In all cases, Contractor will identify, by name, those individuals that will have
ultimate responsibility for the security of the Work and the Components in
Contractor’s facility, via Contractor’s production environment and via
Contractor’s backup facility(ies). Also, Contractor will ensure that all Contractor’s
employees that work on and with the Work and the Components have signed a
proper employment code-of-conduct that describesexplicitly outlines their
responsibilities and risks associated with copyright infringement and misuse of
the Work and the Components. All Components and Work shall remain in the
Contractor’s possession at all times, unless previously authorized by Producer.
Producer may request that some Components, by way of illustration, digital
actors or digital sets, be eliminated entirely from the Contractor’s storage or
production environments, including its mechanical devices. Additionally,
Contractor agrees to indemnify Producer against any and all losses, liability,
damages, costs, expenses, claims or actions arising out of a violation of the
terms of this Paragraph 6. If requested to do so, Contractor agrees to eliminate
all Components designated by Producer from Contractor’s mechanical devices
to the extent technically feasible and Producer shall reimburse Contractor for its
reasonable labor costs and expenses in connection therewith pursuant to an
approved bid and Change Order. Producer shall not, in the course of Producer’s
visits to or use of Contractor’s facilities, photograph any equipment, the facilities
or any person without obtaining Contractor’s prior written consent. Producer
agrees that it will keep any electronic or mechanical devices, processes or
application software which are used as tools to create the Work (collectively, the
“Technology”), but which do not incorporate the visual images and plate
photography itself, confidential and Producer will not disclose the same to any
third party or permit any third party to gain access to the Technology. Neither
party shall use the other party’s trademarks, nor the trademark of such other
party’s affiliated companies, in any manner whatsoever, without its or their prior
written permission, except as otherwise provided herein.
7. Digital Back-up Procedures. With Contractor’s initial bid for the Picture,
Contractor shall provide to Producer a complete description regardingdetails of
the procedures by which Contactor backs up the digital files and assets which
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form part of the Work. Contractor shall, on a no less than weekly basis, back up
all such digital files and assets in existence at the relevant time. Contractor shall
archive digital files representing final versions and elements of shots and shall
send such archived final materials to at a location other than Contractor’s main
premises on a weekly basis.. Producer shall have prior approval of Contractor’s
backup facility, which will adhere to all applicable security requirements as
required by Contractor. All digital transmissions to and from such facility shall be
carried out in accordance with Paragraph 8 (Digital Transmissions).
Upon ten (10) business days prior written notice, Producer shall have the right to
accompanied inspection of relevant on-site backup procedures and, upon
additional reasonable written request by Producer, Contractor shall arrange for
one (1) representative of Producer to accompany Contractor to inspect off-site
backup premises a reasonable number of times during the performance of Work
on the Picture, provided, however, Producer hereby agrees to execute requisite
confidentiality and authorization documents as may be required by the off-site
backup facility. In no event will Contractor be obligated or required to disclose its
proprietary or confidential equipment, materials, facilities or pipelines to
Producer.
Producer shall have the right to inspect all such backup procedures and
Contractor shall procure that Producer has the right to inspect backup premises
from time to time. Any back up procedures established at or before the
commencement of the bid process cannot be changed, modified or cancelled
without Producer’s written consent.
8. Digital Transmissions. Contractor shall not digitally transfer any part or

parts of the Work or the Components unless Distributor’s financialProducer’s
representatives have pre-approved such transfers and the applicable usage rate
therefor. Any digital transfer so pre-approved must (i) be made over a secure
digital transmission line or network which has been pre-approved by
DistributorProducer and (ii) comply with all security procedures required by
DistributorProducer for digital transfers, including without limitation, encryption (if
required).
9. Employees and Independent ContractorContractors. Contractor will

furnish all employees and/or independent contractors and all equipment
necessary to complete the services in accordance with the schedule set forth in
Exhibit “A” as the same may be modified by Producer, and Contractor shall not
subcontract to any third party any of the services without Producer’s prior
approval, which approval shall not be unreasonably withheld or delayed.written
approval. Contractor will be fully and solely responsible for paying said
employees and contractors (including, without limitation, salary, overtime,
fringes, benefits and taxes) and Producer shall have no responsibility with
respect thereto.
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10. Producer’s Representative. Producer hereby appoints Janek SirrsDoug
Liman and Francis LawrenceNick Davis as its creative representatives, and
Chris deFariaDeFaria and Mark BrownAnne Kolbe as Distributor’sits financial
representatives to Contractor with respect to the Work. Only Distributor’s
Producer’s financial representative shall have Producer’s authority to approve
Change Orders and Additional Bids, approve the Work and to make other
decisions related to the Work that impact in any way the financial terms of this
Agreement. Producer’s creative representatives shall have authority to approve
any changes to the Work that impact in any way on the financial structure of this
Agreement, specifically the fees payable under Paragraph 3 above. Producer’s
creative representative[s] shall have authority to approve the the creative
aspects of the Work (which do not impact the financial terms of this Agreement)
and to make other decisions related to the Work as may be customary in
performing his or her duties.
Contractor shall rely on Producer’s representative for all actions taken and
approved by Producer’s and Distributor’s representatives. Producer’s
representatives may be changed upon written notice to Contractor. Said change
shall be effective upon receipt of the written notice by Contractor.
Contractor hereby appoints Jim Berney, Crys Forsyth-Smith and Jenny

FulleDebbie Denise as its representatives representative to Producer with
respect to the Work. Contractor’s representativesrepresentative shall have
Contractor’s authority in regard to matters relating to the Work, including the
submission of Additional Bids, and Producer shall rely on
Contractors’Contractor’s representative for all actions taken and approved by
Contractor’s representative. Jim Berney is designated as “Key Employee” in
connection with the Work. The services of Key Employee on the Work shall be
rendered on a first priority basis, and the rendition of services by Key Employee
for any third party, if applicable, shall not interfere with or prevent the
performance of Key Employee’s services hereunder. In the event that Contractor
is unable for any reason to provide Key Employee’s services as required by
Producer, Producer and Contractor shall mutually agree in good faith on a
replacement for Jim Berney, provided that Producer, acting in good faith and
after good faith discussion with Contractor, shall have final approval over such
replacement; further provided, however, any replacement for Jim Berney shall
not increase or add to Contractor’s costs or budget, or otherwise be greater than
any amounts paid to Jim Berney.
10A. Third Party Beneficiary. Distributor is acknowledged by the parties

hereto to be a third party beneficiary of this Agreement.
11. Screen Credit.
(a) Credit: Subject to applicable guild or union requirements and on condition

that (i) Contractor completely performs and keeps each and all of its obligations
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Form 1306 (Rev. 1/30/06) 12
in connection with the Work, (ii) the Work (without significant decrease) appears
in the Picture as initially released theatrically in the United States and (iii)
Contractor is not in material breach of any of Contractor’s obligations under this
Agreement, Producer shall accord a screen credit (“the Contractor Credit”) on
a clear field in the end titles of the Picture, in first position of all visual effects
entities rendering services on the Picture, reading substantially as follows:
“Visual Effects and Animation by Sony Pictures Imageworks

Inc.””
In addition to the Contractor Credit, Producer shall dedicate a block of 100fifty-

five (55) lines in the end titles of the Picture immediately following the Contractor
Credit to individuals who have rendered substantial services (as determined by
Producer in good faith) for and in connection with the Work (the “Contractor
Credit Roll”).). For the avoidance of doubt, this block of fifty-five (55) lines shall
also cover the Work that contractor’s sister company in Los Angeles, Sony
Pictures Imageworks in Culver City, carries out for Rocklock Films Limited for the
Picture in the USA. The Contractor Credit Roll, and the names and credits
contained therein, shall be consistent with the guidelines for Acceptable Visual
Effects Titles and Acceptable Formatting Examples set out in Exhibits DE and
EF hereto and incorporated herein by this reference. Each particular credit
category under which said individuals are to receive credit shall be determined
by Producer after consultation with Contractor. Producer shall give good faith
consideration to other credit formats and titles proposed by Contractor, where
appropriate. Contractor shall advise Producer of the names of the individuals to
receive such credit (not to exceed 3 individual names per line) and shall submit
its facility and crew credits to Producer in the format in which they are to appear
in the Contractor Credit Roll for Producer’s approval and review to ensure
compliance with the terms of this Paragraph no later than (i) completion and
delivery of the Work to Producer, or (ii) five (5) business days following
Producer’s request therefor. Except as provided above, all characteristics of
such Contractor Credit Roll, including without limitation, the size, style of type,
etc., and the placement of the Contractor Credit Roll within the end titles of the
picture, shall be determined by Producer in Producer’s sole discretion ; provided,
however, that no third party individual or entity rendering visual effects services
shall be afforded a more favorable credit. .
Producer acknowledges that if the scope of the Work has materially increased
due to Change Orders requested by Producer, and in consideration of such
increase, Producer agrees, on a non-precedential basis, to give good faith
consideration to increasing the number of lines in the Contractor Credit Roll (as
determined by Producer in good faith).
(b) Excluded Ads: The credit provisions of this Paragraph 11 shall not apply
to “trailers” or other advertising on the screen or on television. Except as
provided above, all characteristics of the Contractor Credit and the individual
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Form 1306 (Rev. 1/30/06) 13
credits, including without limitation, the size, style, type and placement, etc. shall
be determined by Producer in Producer’s sole discretion. No casual or
inadvertent failure to comply with the provisions of this Paragraph 11 shall
constitute a breach of this Agreement, and the sole remedy for the breach of any
of the provisions of this Paragraph 11 shall be the recovery of damages in
accordance with the dispute resolution procedures set forth below, it being
agreed that in no event shall Contractor seek or be entitled to injunctive or other
equitable relief for breach of any of the provisions of this Paragraph 11.
(c) Prospective Cure: If Producer shall fail to accord the required credit
hereunder, upon written notice to Producer specifying such failure in reasonable
detail, Producer shall use reasonable efforts to prospectively cure such failure as
to printing elements not yet created as of the date of Producer’s receipt of such
notice.
(d) Subdistributor: Producer shall advise in its contracts with subdistributors

of the Picture that Contractor shall receive the credit required hereunder,
provided, however, that any failure by a subdistributor to comply therewith shall
not be a breach of this Agreement.
(e) One Sheet: Contractor shall be entitled to receive one (1) one-sheet, it
being agreed that Contractor shall not offer such one-sheet for purchase to the
general public.
12. Demo Reel. Following the theatrical release of the Picture on DVD and/or
Blu-ray in the United States and upon transfer of the Picture from film to tape,
Contractor may request a demo reel of the Work, used in the Picture upon such
terms and conditions as Producer may agree to including, but not limited to, the
execution of a “Demo License Agreement” in the form attached hereto as Exhibit
"C". Contractor may request a demo reel by contacting the Licensing
Department at telephone (818) 954-1853 or facsimile (818) 954-3817.
13. Approvals.
Upon Contractor’s completion and notification to Producer that a shot, or shots,

are completed, Producer shall have either: (i) four (4) business days during
principal photography outside of North America to examine and approve the
shot(s) in writing; or (ii) two (2) business days to examine and approve the shots
in writing during all other times or upon commencement of shot turnovers,
whichever is earlier. Producer’s failure to so approve the shot(s) within such
time period shall be deemed approval. Notwithstanding the foregoing,
Contractor agrees to give good faith consideration to Producer’s request(s) for a
longer approval period. A business day for the purposes of this Agreement
means any day other than a Saturday, Sunday or public holiday or bank holiday
in the United Kingdom.
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14. Cancellation Notice. Notwithstanding anything to the contrary contained
in this Agreement, Producer reserves the right to cancel shots set forth in Exhibit
“A”. If at the time of cancellation, Contractor has commenced no work on and
committed no costs or expenses to the canceled shots, Producer shall receive a
credit equal to 100% of the cost of the canceled shots. If, at the time of
cancellation, Contractor has commenced work on or committed any costs or
expenses to the canceled shots, Producer shall receive a prorated credit against
the cost of the canceled shots, as such costs are set forth in Exhibit “A,” based
on all work performed by Contractor to the date of such cancellation. Such
cancellation shall be documented during the Change Order process described in
Paragraph 4, above.
15. Delivery. Producer acknowledges that any changes to the delivery

schedule set forth in the Bid (or Additional Bid) may affect compensation and will
be negotiated by both parties in good faith. Delivery of the Work shall not be
complete until Producer has had a reasonable period of time to make any
necessary transfers to film, and to review the results for quality and suitability on
film.
16. Force Majeure.
(a) Contractor shall not be deemed in breach of this Agreement if Contractor

is unable to complete and deliver the Work or any portion thereof or is delayed in
completion of the Work by reason of fire, earthquake, labor dispute, act of God
or public enemy or any local, state, federal, national or international law,
governmental order or regulation or any event beyond the control of Contractor,
(collectively, “Force Majeure”). Upon occurrence of any Force Majeure,
Contractor shall give notice to Producer of its inability to perform or of the delay
in completing the Work, or applicable portions thereof. The parties will then
discuss, in good faith, revisions to the schedule for completion and delivery of
the Work.
(b) Producer shall have the right to suspend the Work and Contractor’s
services hereunder during all periods that development, production or post
production of the Picture is prevented, hampered or interrupted because of any
Force Majeure or any injunction or other material interference with Producer’s
development, production or distribution of the Picture, third party breach of
contract, death, illness or incapacity of the director, director of photography or a
principal member of the cast or any other event beyond Producer’s control.
Producer shall confirm in writing any such suspension as soon thereafter as may
be practical under the circumstances, but such confirmation shall not be a
condition subsequent to the effectiveness of such suspension, nor shall any
failure to provide such confirmation constitute a breach of this Agreement. The
parties will then discuss, in good faith, revisions to the schedule for completion
and delivery of the Work.
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17. Insurance.
(a) From the date hereof until final delivery and approval of the Work,
Contractor shall procure and maintain the following insurance coverage:
(i) (i) Statutory Workers Compensation or country

equivalent and Employee’sEmployer’s Liability Insurance as
required by law with a limit of liability on the latter of not less than
One Million Dollars ($(US$1,000,000).
(ii) (ii) Commercial General Liability Insurance providing

coverage for, including but not limited to, bodily injury, property
damage, products/completed operations, personal injury and
blanket contractual liability. Contractor shall maintain limits of
liability of not less than ThreeOne Million Dollars US$1,000,000 per
occurrence and Two Million Dollars US$2,000,000 in the
aggregatecombined single limit.
(iii) (iii) Commercial Auto Liability Insurance providing

coverage for hired, owned, non-owned, leased, non-owned or
borrowed vehicles. Contractor shall maintain limits of liability of not
less than One Million Dollars (US$1,000,000) combined single limit
per accident.
(iv) Contractor shall maintain All Risk Property Insurance including

replacement cost coverage on all equipment and/or personal
property used or to be used by Contractor in connection with the
project.
(v) (iv) Contractor shall maintain sufficient business

interruption/extra expense insurance covering the facilities and
operations of Contractor for work performed by Contractor.
Contractor shall name Producer as an additional insured on all liability

insurance policies required of Contractor hereunder (except Workers
Compensation and Auto Liability) and shall deliver to Producer appropriate
certificates of insurance evidencing such coverage and should any of the
above described policies be cancelled before the expiration date thereof,
notice will be delivered in accordance with the policies provisions.
providing that such coverage will not be canceled without thirty (30) days
prior written notice to Producer. Contractor shall also obtain from
Contractor’s Workers Compensation those insurance companycompanies
providing the coverages above waiver(s) of subrogation in favor of
Producer.
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97488V1 EMH 12/11/06
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Contractor’s policies are primary and any insurance maintained by Producer will
be non-contributory.
(b) From the date hereof until the date three (3) years from the delivery of the
Work Producer shall procure and maintain the following insurance coverage:
(i) Statutory Workers Compensation or country equivalent and

Employee’s Employer’s Liability Insurance with a limit of liability
on the latter of not less than One Million Dollars ($1£5,000,000)..
(ii) Commercial General Liability Insurance including, but not limited

to coverage for, bodily injury, property damage,
products/completion operations, personal injury and blanket
contractual liability. Producer shall maintain limits of liability of not
less than Three Million Dollars ($US$3,000,000 (or Sterling
equivalent) combined single limit.
(iii) Producer shall maintain adequate insurance providing coverage for

props, sets, wardrobe, miscellaneous equipment, negative film and
faulty stock covering the materials furnished by Producer and the
digital work created by Contractor. Coverage will be subject to
Contractor proving any loss of, damage to or destruction of digital
work and such coverage will only cover the costs to reproduce the
digital work in substantially the same manner. In the event of a
loss, Contractor will cooperate with Producers representative and
Producers insurance carrier, auditors and adjusters and allow
access to all books and records and extra expense.
(iv) Producer shall maintain Error & Omissions insurance providing

coverage for, including but not limited to, trademark and copyright
infringement, libel, slander & invasion of privacy, with limits of liability of no less
than Five Million Dollars ($5 ,000,000 (or Sterling equivalent ) per
occurrence with a Five Million Dollars ($5 ,000,000 (or Sterling equivalent )
policy aggregate.
(v) Producer shall maintain sufficient business interruption/extra

expense insurance as it relates to the production of the Picture .
Producer shall name Contractor as an additional insured on all liability insurance

policies required of Producer hereunder (except Employer’s Liability Insurance)
and shall deliver to Contractor appropriate certificates of insurance evidencing
such coverage and should any of the above described policies be cancelled
before the expiration date thereof, notice will be delivered in accordance
with the policies provisions. providing that such coverage will not be
canceled without thirty (30) days prior written notice to Contractor.
Producer shall also obtain from Producer’s Workers Compensation insurance
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97488V1 EMH 12/11/06
Form 1306 (Rev. 1/30/06) 17
company providing the coverages above waiver(s) of subrogation in favor of
Contractor. Producer’s policies are primary and any insurance maintained by
Contractor will be non-contributory.Contractor acknowledges that insurance
companies in the UK will include by endorsement Sony Pictures Imageworks
Vancouver Limited, its Parent or Parents, Subsidiaries, Licensees,
Successors, Related and Affiliated Companies, and their Officers,
Directors, Employees, Agents, Representatives & Assigns as an additional
insureds but only in respect of claims for which the policy would operate had the
claim been made against the insured, in this case Producer. The Producer’s
insurance policies will have worldwide coverage and if any policy does
not extend insurance to the work being done in Canada or any other
country or territory, the Producer will purchase at their own cost and
expense a local insurance policy for the coverages and limits required
herein.
c) The Contractor and Producer are responsible for any and all
deductibles and/or self-insured retentions under their own insurance
policies.
18. Right to Terminate. By Producer. Producer shall have the right to

terminate this Agreement at any time. In the event that Producer terminates this
Agreement for any reason, such termination shall become effective within ten
(10) business days ofupon written notice by Producer to Contractor and upon
payment by Producer of all sums then due and owing under the payment
schedule, as detailed in Paragraph 3, above as adjusted pursuant to an
accounting of the actual charges incurred up to the date notice is received by
Contractor and including any cancellation fees as may be owing as per
Paragraph 14 above. By Contractor. Contractor shall have the right to be
relieved of its obligations under this Agreement, including the obligation to
deliver all or part of the Work, upon material breach of this Agreement by
Producer. A material breach by Producer shall include, but is not limited to,
Producer’s failure to make any payment listed in Paragraph 3 above when due
unless said payment is received by Contractor within ten (10) business days
following written notice to Producer.
If Producer breaches any provision of this Agreement, Contractor agrees that the
damage, if any, caused thereby will not be irreparable or otherwise sufficient to
entitle Contractor to injunctive or other equitable relief. Contractor’s remedies in
any such event shall be strictly limited to the right, if any, to recover damages.
Contractor shall not be entitled to rescind this Agreement, to restrain Producer’s
exercise of the rights granted hereunder, or to restrain, enjoin, or otherwise
impair the production, distribution, or exploitation of the Picture. Notwithstanding
termination of this Agreement, the insurance provisions of Paragraph 17 above,
and the indemnity provisions of Paragraph 22 below, shall survive.
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19. Notices. Notices under this Agreement or other communications required
or desired to be sent to either party in connection with this Agreement shall be
delivered in person, sent by mail, return receipt requested and postage prepaid,
or by facsimile or telegram, charges prepaid. Notices shall be deemed received
when delivered, in the case of personal delivery, and when confirmed by return
receipt or electronic confirmation of transmission and receipt in all other cases.
The addresses shall be as follows: Notices and Invoices. Any
notice hereunder to be given to either party shall be in writing and shall be
delivered by hand and/or by courier or by first class prepaid, registered or
recorded delivery post to the addressee at the addressee's above written
address. Notices sent to the Producer shall be marked “For the attention of the
Managing Director” and, where appropriate, shall be sent to fax number +44 203
427 7801, and a copy of any such notice shall be sent concurrently to Warner
Bros. Entertainment UK Limited, Warner House, 98 Theobald’s Road, London
WC1X 8WB, UK marked “For the attention of the General Counsel” or if by fax to
+44 207 984 6251 marked “For the attention of the General Counsel”.
Addresses for service may be varied by notice given in accordance with this
Paragraph 19. A notice shall be deemed to have been served: (a) if delivered by
hand and/or by courier, at the time of delivery, providing it is on a Business Day;
(b) if sent by post, registered post or recorded delivery two (2) Business Days
following the date the notice was posted; and (c) if sent by facsimile
transmission, at the time of transmission. A “Business Day” shall mean any day
other than a Saturday, Sunday or public holiday or bank holiday in the United
Kingdom. A notice received or deemed to be received in accordance with this
Paragraph 19 on a day which is not a Business Day shall be deemed to be
received on the following Business Day. In proving service, it shall be sufficient
to prove that a by hand and/or by courier delivery was made, that the notice was
properly addressed and posted or that the fax was properly addressed and
transmitted.
If to Contractor: With a concurrent copy to:
Sony Pictures Imageworks Inc. Sr. Vice President

9050 W. Washington Blvd. Business & Legal Affairs
Culver City, California 90232 Sony Pictures Digital Inc.
Attn: Tim Sarnoff 10202 W. Washington Blvd.
Astaire Bldg., Suite 2414
Culver City, CA 90232
If to Producer: With a concurrent copy to

Distributor:
Rose City Pictures, Inc Chris deFaria or Mark Brown

c/o 4000 Warner Blvd. Warner Bros. Pictures
Bldg. 3, Room 144 4000 Warner Blvd.
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Burbank, CA 91522 Bldg. 5, Room 218
Attn: Eileen Hale Burbank, CA 91522
20. Producer’s Representations and Warranties. Producer represents and

warrants that all materials delivered by Producer to Contractor (“Materials”) are
exclusively owned and/or controlled by Producer or have been cleared for
reproduction through appropriate legal channels. Producer represents that
Producer has the right to have the Work performed by Contractor.
Producer further represents and warrants that the Materials do not violate or
infringe the copyright, trademark, or any literary, dramatic, artistic, personal or
property right (including, without limitation, right of privacy, right of publicity, or
right to be free from libel and slander), or any other right of any person or entity.
Producer represents that the materials are free of any encumbrances which
would interfere with Contractor’s obligations hereunder.
21. Contractor’s Representations and Warranties. Contractor represents

and warrants that the Work when completed will be technically suitable for use in
the Picture and suitable for the purposes intended regarding the Picture as
discussed by the parties.. Contractor further represents that it will have paid all
sums due to third parties in connection with the Work by the time of delivery of
the Work and payment in full by Producer and that the Work will be clear of any
claims, liens or encumbrances and will not violate or infringe upon the copyright,
patent, trademark, trade name, literary right, or to the best of Contractor’s
knowledge, any other rights of any person or entity, by reason of anything added
to the shots by Contractor. Contractor represents and warrants that it is free to
enter into this Agreement and is not subject to any conflicting obligations which
will or might materially interfere with its performance of this Agreement.
22. Indemnity. Contractor agrees to indemnify, save, defend, and hold

harmless Producer, its trustees, partners, shareholders, subsidiaries, affiliates,
and their respective officers, directors, employees and agents, from and against
any and all third party liabilities, claims, demands, causes of action, judgments,
costs, losses, damages or expenses (including court costs and reasonable
outside attorney fees) arising out of or resulting from any breach by Contractor of
any of its representations, warranties and agreements hereunder.
Producer agrees to indemnify, save, defend, and hold harmless Contractor, its
trustees, shareholders, subsidiaries, affiliates and their respective officers,
directors, employees and agents, from and against any and all third party
liabilities, claims, demands, causes of action, judgments, costs, losses, damages
or expenses (including court costs and reasonable outside attorney fees) arising
out of or resulting from any breach by Producer of any of its representations,
warranties and agreements hereunder.
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Notwithstanding anything to the contrary set forth herein, in no event shall either
party, its officers, directors, employees or agents be liable for any claim for loss
of profits under any theory of law or for any cause of action.
23. California23. No Injunctive Relief. Contractor’s sole remedy for a

breach by Producer of any of its obligations hereunder shall be an action at law
for damages, and in no event shall Contractor be entitled by reason of any such
breach, to terminate this Agreement or to enjoin or restrain the distribution,
exploitation or exhibition of the Picture.
24. Entire Agreement. This Agreement embodies all the terms agreed
between the parties relating to Contractor’s work in connection with the Picture
and no oral representations warranties or promises shall be implied as terms of
the Agreement, which can only be modified by a written instrument signed by all
the parties.
25. Relationship of Parties. During the subsistence of this Agreement and

for all purposes whatsoever Contractor is and will be an independent contractor
engaged under a contract for the provision of services. Contractor will not be a
servant or employee of Producer or of any of its associated or subsidiary
companies. This Agreement is not a partnership between or joint venture by the
parties hereto and neither party is the agent of the other. This Agreement is not
for the benefit of any third party, whether or not referred to herein.
26. General. Paragraph headings and organisation are for convenience only
and shall not be used to construe meaning. A waiver of any breach shall not
waive a prior or subsequent breach. All remedies shall be cumulative and
pursuit of any one shall not waive any other. This Agreement may be signed in
counterpart, each of which shall be deemed an original, but all of which together
shall constitute the Agreement.
27. Assignment. This Agreement cannot be assigned by Contractor without

the prior written consent of Producer. Producer may assign this Agreement (and
any amendments or other agreements supplemental or related hereto) or loan or
furnish Contractor's services to any parent, subsidiary or affiliated corporation of
Producer, or any entity with or into which Producer merges or consolidates, or
which succeeds to all or a substantial portion of Producer's assets, or to any
entity which produces the Picture for release and distribution by Producer or
which supplies financing or studio facilities for the Picture, or which has the right
to distribute the Picture, or which may be or become the owner of the Picture or
of the underlying literary property and screenplay.
Producer may assign and/or license any of its rights to the Work and all
representations and warranties hereunder, to any entity whatsoever, and this
Agreement shall inure to the benefit of all such assignees and licensees.
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No such assignment or licence shall relieve Producer of its obligations hereunder
unless the assignee is a "major" producer or distributor of motion pictures and/or
television network (as those terms are commonly understood in the motion
picture and/or television industries at the time) or other financially responsible
party, or if Contractor approves of such assignment or licence, and if such
assignee or licensee assumes in writing Producer’s obligations hereunder.
28. Security for Warner Content.
(a) Contractor may not (and shall not permit or authorize any third party to)
copy, sublicense, part with possession of, or allow third party access to, any
forms of film, video and/or digital elements containing audio/visual Warner Bros.
filmed entertainment content from theatrical motion pictures, television shows,
animation and other programming, as well as marketing and promotional content
relating thereto ("Warner Content") except as necessary to perform services
under this Agreement or to return such Warner Content to Producer, or to a third
party designated by Producer, according to Producer 's written instructions.
Physical assets containing Warner Content shall be stored/vaulted in secure
Motion Picture Association (“MPA”) approved environments when not in use.
(b) Contractor shall not remove or modify any burn-in warnings or

watermarks included on physical assets containing Warner Content.
(c) Contractor shall advise each of its employees, contractors and other
individuals under Contractor's control or supervision (in writing) of the criminal
and civil liability that may arise by reason of the piracy, theft, unauthorized
copying or unauthorized exhibition of Warner Content. Contractor shall keep a
written record of all employees or contractors who have access to the Warner
Content and shall provide such information to Warner on request.
(d) Contractor shall establish and employ security procedures sufficient to

prevent any theft or unauthorized access, copying, exhibition, transmission or
removal of Warner Content from Contractor's facility. Contractor shall provide
Producer with written descriptions of such procedures/policies upon request.
Contractor shall maintain at all times a complete and accurate inventory of all
Warner Content in its possession. Contractor shall remain responsible for such
Warner Content from the time Contractor obtains possession of Warner Content
until it is returned to Producer's possession, delivered to another location
designated by Producer in writing, or destroyed pursuant to Producer 's specific
written instructions. Contractor agrees, in consultation with Producer, to
implement such additional security measures and policies (including utilizing
additional staff) as Producer may require to protect Warner Content from time to
time. Producer and the MPA shall have the right, during business hours, to
conduct a security site survey or otherwise inspect Contractor's facilities to
confirm compliance with such security requirements.
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(e) Contractor shall immediately notify each of Producer and a representative
of the MPA by phone and e-mail or fax regarding any loss, theft, injury,
unauthorized access, copying, distribution or use of Warner Content or of any
other breach of security at Contractor’s facilities or in relation to Contractor’s
business generally. Notwithstanding any other provisions of this Agreement, if
such instance occurred in whole or in part due to Contractor's lack of
establishment and/or execution of security procedures required by this
Agreement, Contractor shall be liable for any and all damages arising from such
unauthorized activity. Contractor shall use best efforts, at Contractor's own cost
and expense, to recover all lost or stolen materials.
(f) Contractor shall assign one individual within its facility who shall be
responsible for Warner Content, and shall provide Producer with the name and
contact information for that individual. The responsible individual shall maintain
a log of assets disseminated within Contractor's facility including identification of
individuals receiving such assets. Contractor shall also identify and provide to
Producer the name and contact information for Contractor’s executive
responsible for all security measures.
(g) Contractor's use of file delivery (FTP) to route audio or video elements
between facilities or to/from Producer shall be subject to Producer's prior written
approval. If file transfer is approved by Producer, Contractor shall employ the
following methods: (i) use of file encryption, (ii) password access to secure sites,
(iii) maintenance of a user database, and (iv) system administration of FTP sites
to post and pull down files. Contractor shall confirm deletion of any working and
final materials located on servers upon completion of the subject project.
(h) Contractor warrants and represents that the information contained in the
WB Anti-Piracy, Security and Equipment Questionnaire attached at Exhibit G is
complete and correct, and that it will immediately notify Warner of any changes
to the matters or procedures referred to in that Questionnaire.
29. Governing Law. This Agreement shall be governed by and construed

in accordance with the laws of the State of California, without referenceUSA
applicable to conflicts of law provisions.
24. California Sales Tax. Producercontracts entered into and Contractor are of
the opinion and belief that the performance by Contractor of its services
hereunder and the delivery to Producer of the Work pursuant to this Agreement
do not constitute the sale of tangible personal property within the meaning of the
California Sales and Use Tax Law. Accordingly, no California sales or use tax
will be charged to Producer with respect to any amounts paid by Producer to
Contractor under this Agreement. Notwithstanding the foregoing, Producer and
Contractor agree that in the event any California sales and use tax is assessed
against Contractor with respect to amounts paid by Producer to Contractor
hereunder, Producer shall, subject to its right to contest any such sales or use
97488 v.7 TMJ 2/13/07
97488V1 EMH 12/11/06
Form 1306 (Rev. 1/30/06) 23
tax assessment, pay to Contractor an amount equal to any such assessment
plus any assessed interest charges or penalties thereon. Should Producer
choose to exercise its right to contest any such sales or use tax assessment,
Contractor agrees to fully cooperate with Producer in its efforts.performed
therein. Any process in such proceeding may be served upon Contractor by,
among other methods, delivering it or mailing it, by registered or certified mail,
directed to such address Contractor designated in this Agreement.
25. 30. Dispute Resolution:. Any and all controversies, claims or

disputes arriving out of or related to this Agreement or the interpretation,
performance or breach thereof, including, but not limited to, alleged violations of
state or federal statutory or common law rights or duties, and the determination
of the scope or applicability of this agreementAgreement to arbitrate (“Dispute”),
except as set forth in subparagraphs (b) and (c), below, shall be resolved
according to the procedures set forth in subparagraph (a), below, which shall
constitute the sole dispute resolution mechanism hereunder:
(a) Arbitration: In the event that the Partiesparties are unable to resolve any
Dispute informally, then such Dispute shall be submitted to final and binding
arbitration. The arbitration shall be initiated and conducted according to either
the JAMS Streamlined (for claims under US$250,000) or the JAMS
Comprehensive (for claims over US$250,000) Arbitration Rules and Procedures,
except as modified herein, including the Optional Appeal Procedure, at the Los
Angeles office of JAMS, or its successor (“JAMS”) in effect at the time the
request for arbitration is made (the “Arbitration Rules”). The arbitration shall be
conducted in Los Angeles County before a single neutral arbitrator appointed in
accordance with the Arbitration Rules. The arbitrator shall follow California law
and the Federal Rules of Evidence in adjudicating the Dispute. The parties
waive the right to seek punitive damages and the arbitrator shall have no
authority to award such damages. The arbitrator will provide a detailed written
statement of decision, which will be part of the arbitration award and admissible
in any judicial proceeding to confirm, correct or vacate the award. Unless the
Partiesparties agree otherwise, the neutral arbitrator and the members of any
appeal panel shall be former or retired judges or justices of any California state
or federal court with experience in matters involving the entertainment industry.
If either party refuses to perform any or all of its obligations under the final
arbitration award (following appeal, if applicable) within thirty (30) days of such
award being rendered, then the other party may enforce the final award in any
court of competent jurisdiction in Los Angeles County. The party seeking
enforcement shall be entitled to an award of all costs, fees and expenses,
including attorneys’ fees, incurred in enforcing the award, to be paid by the party
against whom enforcement is ordered.
(b) Injunctive Relief: Notwithstanding the foregoing, either party shall be

entitled to seek injunctive relief (unless otherwise precluded by any other
97488 v.7 TMJ 2/13/07

97488V1 EMH 12/11/06
Form 1306 (Rev. 1/30/06) 24
provision of this Agreement) in the state and federal courts of Los Angeles
County.
(c) (b) Other Matters: Any Dispute or portion thereof, or any claim for a
particular form of relief (not otherwise precluded by any other provision of this
Agreement), that may not be arbitrated pursuant to applicable state or federal
law may be heard only in a court of competent jurisdiction in Los Angeles
County.
(d) Right to Jury Trial: The parties acknowledge that it is each party’s intent to
waive its right to jury trial in all cases. The parties recognize, however, that as of
the signing of this Agreement, such waiver of jury trial may be unenforceable
under California law. In the event it is determined under California law that any
waiver of jury trial is enforceable, this Agreement shall be deemed amended to
include the valid waiver of jury trial. Notwithstanding anything to the contrary,
the parties agree that the enforceability or unenforceability of a waiver of jury
trial in California shall have no effect or impact on the validity or enforceability of
binding arbitration, as set forth herein.
97488 v.7 TMJ 2/13/07

97488V1 EMH 12/11/06
Form 1306 (Rev. 1/30/06) 25
In witness thereof, the parties have executed this Agreement as of the date first
set forth above.
ROSE CITY PICTURES, INC. whereof, SONY PICTURES

IMAGEWORKS INCVANCOUVER LIMITED and GABRIEL SIMON
PRODUCTION SERVICES LIMITED d/b/a DIGITAL DIVA FILMS CANADA have
executed this instrument as a Deed the day, month and year first above written.
By: _________________________ By:_____________________________

Its: Its:
97488 v.7 TMJ 2/13/07

97488V1 EMH 12/11/06
Form 1306 (Rev. 1/30/06) 26
EXECUTED and DELIVERED as a deed )
by GABRIEL SIMON PRODUCTIONS LTD )
d/b/a DIGITAL DIVA
a company incorporated under the laws of )
Canada and registered in the Province of
British Columbia acting by its )
authorised signatory who in accordance with )
the law of that jurisdiction is authorised to )
execute instruments in its name )_________________________
Authorised Signatory
EXECUTED and DELIVERED )

as a deed by SONY PICTURES )
IMAGEWORKS VANCOUVER LIMITED )
a company incorporated under the laws of )
Canada and registered in the Province of )
British Columbia acting by its authorised )
Signatory who in accordance with the law )
of that jurisdiction is authorised to executed )
instruments in its name
) ____________________________
Authorised Signatory
Exhibit “A”
Bid Documents for “I AM LEGEND” All You Need Is Kill”
97488 v.7 TMJ 2/13/07

97488V1 EMH 12/11/06
Form 1306 (Rev. 1/30/06) 27
1. Shooting Script Shot Breakdown – 15 January 2013 .
2. Shooting Script Asset List Build R&D – 15 January 2013
3. VFX Delivery Specifications.
4. VFX Estimate Summary – 15 January 2013.
97488 v.7 TMJ 2/13/07

97488V1 EMH 12/11/06
Form 1306 (Rev. 1/30/06) 28
Exhibit “B”
List of SONY Deliverable Items and Digital Assets
97488 v.7 TMJ 2/13/07

97488V1 EMH 12/11/06
Form 1306 (Rev. 1/30/06) 29
Exhibit “C”
Form of Change Order
97488V1 EMH 12/11/06

Form 1306 (Rev. 1/30/06)
Exhibit “D”
Acceptable Visual Effects Titles
97488V1 EMH 12/11/06

Form 1306 (Rev. 1/30/06)
Exhibit “E”
Acceptable Formatting Examples
97488V1 EMH 12/11/06

Form 1306 (Rev. 1/30/06)
"CONTRACTOR"
[ ]
CHANGE ORDER
CHANGE ORDER #

TO: DATE DATE OF EXISTING CONTRACT

VFX PRODUCER [ ] [ ]
"PROJECT" PROJECT NAME
[ ]
VENDOR
SUPERVISOR VENDOR PRODUCER

We hereby agree to make the change(s) as specified below:

CHANGE DESCRIPTION COST
£0.00
£0.00
£0.00
£0.00
£0.00
£0.00
£0.00

TOTAL: £0.00

WORK WILL NOT BEGIN UNTIL CHANGE ORDER IS SIGNED & RECEIVED.
IF NOT SIGNED WITHIN FIVE BUSINESS DAYS OF RECEIPT, WORK WILL BE DEEMED NOT
ACCEPTABLE TO PRODUCERS.

WE AGREE hereby to make the change(s)

specified above at this price £0.00
DATE
PREVIOUS CONTRACT AMOUNT
£0.00
33
676376.v2
Facility Authorisation VENDOR REPRESENTATIVE
VFX Authorisation REVISED CONTRACT AMOUNT £0.00
Film Producer Authorisation
ACCEPTED - The prices and specifications of this Change Order are satisfactory and are hereby
accepted. All work to be performed under same terms and conditions as specified in original contract
unless otherwise stipulated.
Date of Acceptance:

Signature:

WARNER BROS.
REPRESENTATIVE
34
676376.v2
[NOTE: DO NOT FILL IN BLANKS. THIS IS A SAMPLE ONLY.]
Exhibit “FC”
Demo Licence Agreement
Date: __________^__________
__________
^__________
Re: __________^__________ (the “Picture”)
__________
Dear Sirs
We hereby grant to you a non-exclusive license to use footage from the

theatrically released motion picture referenced above (not to exceed 5 minutes) upon
and subject to the following terms and conditions:
1. You agree to bear all costs of transferring said motion picture film to tape
(or other media as provided below) and to reimburse us for any costs which we may
incur for which we shall bill you.
2. Said footage (ai) shall have appeared in the Picture as theatrically

released in the United States; (ii) is licensed solely for your use as part of a
presentation reel demonstrating your work as a visual effects vendoran “ “ for
prospective employers and other bona fide professional business purposes ; (b) shall
have appeared in the Picture as theatrically released in the United States; (c, (iii) shall
be retained in your possession at all times (unless it is used for demonstration
purposes as noted herein; (d); (iv) shall not be sold, leased, licensed, or loaned by you
to any other person; (e (v) shall not be reproduced or copied; (f for commercial
purposes, and (vi) shall not be publicly displayed or publicly performed for profit or paid
admissions or transmitted in any medium, including by way of illustration the Internet ;
and (g, (vii) is the exact duplication of the Work produced at your facility. Use of said
footage shall be confined strictly to the purposes specified herein. Notwithstanding the
foregoing, strictly for the limited purpose of demonstrating your work for prospective
employees and/or employers, you may reproduce or copy such footagethe work onto a
DVD (or other digital medium) and provide such DVD copy to prospective employees
and/or employers. You will keep a record of the number of such copies; provided,
however, that you make.agree that you shall ensure that any third party recipients of
such DVD copy shall abide by the above-mentioned restrictions. All these terms and
conditions shall apply whether the footage is obtainedattained either from the WB
Licensing Department or from the digital elements obtainedattained at your
companyCompany. You agree tothat you shall indemnify Warner Bros. Pictures Inc.us
against any and all losses, liability, damages, costs, expenses, claims or actions arising
out of a violation of the restrictions enumeratedcontained in this Paragraph 2.
3. We may, at our option, terminate this license at any time after five years
from the date hereof. We may also terminate this license on any violation of the
restrictions set forth in Paragraph 2 hereof, and any such violation shall constitute an
infringement of the copyright of the Picture.
4. This license is non-transferable by operation of law or otherwise, and any

attempted transfer shall, at our option, terminate this license.
5. Ownership of said footage, as well as all images, characters, data,

graphics and all other contents and works contained therein, shall at all times remain in
Warner Bros., subject to your license hereunder. Upon termination of this license, said
tape (or other media as provided above) shall be delivered to us upon our demand
therefor. You own no rights in the tape (or other media) nor in any images, characters,
data, graphics or any other contents or works contained therein.
Very truly yours,
WARNER BROS. PICTURES, a

a division of WB Studio Enterprises Inc.
By:
____________________________
Its: Authorized Representative
AGREED TO:
__________
^__________
By: _______________________________
Its:
Exhibit “GD”
Form of Confidentiality Letter

VIA ELECTRONIC MAIL
December 12, 2006
Susie Oh
Date: _____________________
From: Gabriel Simon Production Services Limited d/b/a/ Digital Diva ("Company")
1090 Homer Street

Suite 340
Vancouver BC
V6B 2G2
To: Sony Pictures Imageworks, Inc.Vancouver

9050 West Washington Boulevard
Culver City, California 90232
Re: "I AM LEGEND" – Visual Effects Agreement
1128 Homer Street

Vancouver BC
V6B 2G2
RE: CONFIDENTIALITY AGREEMENT - ALL YOU NEED IS KILL” (“Picture”)
Dear Susie:____________________:
On behalf of Rose City Pictures, Inc. ("RCPI"), I have attached the Visual
Effects Agreement between Sony Pictures Imageworks, Inc. and RCPI in
connection with
"I Am Legend".
FORM 1306 (REV. 12/13/06)
VISUAL EFFECTS AGREEMENT 38
676376.v2
If all is in order, please make a set of four copies of the enclosed, arrange for
signature on behalf of Sony and return all originals to me for countersignature
on behalf of RCPI. Otherwise, please contact me with any comments or
questions you may have.
Very In connection with and in consideration

of your involvement in the production of visual effects for inclusion in the above referenced Picture
which is currently being produced by Company and will be distributed by Warner Bros. Pictures
and/or Warner Independent Pictures (collectively "Warner"), Warner is sharing with you certain
materials and information relating to the Picture and design elements contained therein, and/or
release and promotion strategies therefor, and/or other proprietary information related thereto
(collectively the "Proprietary Information", which expression shall include any materials you
create which are related to the Picture). You acknowledge, understand and agree that the
Proprietary Information is highly confidential in nature and constitutes trade secrets of Warner, and
that disclosure of the Proprietary Information by you to third parties will result in serious financial
harm to Warner. Among other damages, unauthorized disclosure of Proprietary Information will (i)
damage Warner's carefully planned marketing, publicity, advertising and promotion strategies, (ii)
reduce interest in the Picture, (iii) make unique or novel elements of the Picture susceptible to
imitation or copying in other entertainment projects produced by third parties prior to the Picture's
release, and (iv) provide unauthorised third parties with materials capable of being used to create
counterfeit and unauthorized Picture related merchandise; all of which will seriously limit Warner's
revenues from exploitation of the Picture.
By your signature below, you hereby agree that you shall not reproduce, discuss,
disclose, disseminate or otherwise circulate or distribute the Proprietary Information or the
substance or contents thereof, in whole or in part, in its original form or in any other form, to any
person or entity other than those of your directors, officers or employees who are required to have
access to the same in connection with the production of visual effects for the Picture, who shall be
given access to the Proprietary Information on a "need to know" basis only. All such individuals
receiving access to the Proprietary Information shall be advised of the terms of this Agreement
and shall, by signing a copy, agree to be bound by its terms.
Due to the confidential nature of the Proprietary Information as trade secrets of Warner, in
the event of any breach of this Agreement, in addition to all of Warner's other rights and remedies
(including, but not limited to, the right to bring suit against you for lost revenues), Warner shall be
entitled to equitable relief, including injunctive relief, as you acknowledge there shall be no
adequate remedy solely at law in relation to a breach of this Agreement. Without limiting the
foregoing, a breach of this Agreement shall also be deemed a breach of any and all other
agreements then existing between you and Warner, subjecting all such agreements to termination
at Warner's election.
In any action concerning enforcement or interpretation of this Agreement, the prevailing

party shall be entitled to recover its actual attorneys' fees and costs.
This agreement shall be governed by and construed in accordance with the laws of the
State of California, USA.
Yours truly yours,,
EILEEN M. HALE
FORM 1306 (REV. 12/13/06)
676376.v2
EMH/mt
Attachments
cc: Mark Brown (w/e)
FORM 1306 (REV. 12/13/06)

676376.v2
FORM 1306 (REV. 12/13/06)
676376.v2
FOR AND ON BEHALF OF
Digital Diva Films Canada Limited
By______________________________
Its
AGREED TO AND ACCEPTED BY:
___________________________________
(Print Name of Individual or Company)
By:________________________________
(Signature)
Note: If a copy of the screenplay for this motion picture has been issued to the above named individual or
company, indicate screenplay code number here _______.
FORM 1306 (REV. 12/13/06)

676376.v2
Exhibit “E”
Warner Bros. Acceptable Visual Effects Titles

FACILITY TITLES MODEL UNIT &
MOTION CONTROL TITLES

Visual Effects Supervisor Texture Artist Supervisor Model Unit Producer
Visual Effects Producer Texture Artist Model Unit Supervisor

Visual Effects Associate Producer Model Build Unit Coordinator
Visual Effects Production
Supervisor Matte Painter Supervisor Model Workshop Supervisor
Visual Effects Coordinator Matte Painter Model Director of Photography
Visual Effects Plate Supervisor Model Unit Coordinator
Motion Capture Supervisor Model Gaffer
Digital Effects Supervisor Motion Capture Technician Model Stagehand
Digital Effects Producer Senior Rigger
Digital Effects Production
Supervisor Compositing Supervisor Senior Workshop Technicians
Compositing Sequence
Digital Effects Coordinator Supervisor Senior SFX Technician
Lead Compositor Senior Modellers
Animation Supervisor Compositor Modellers
Animation Producer Model Sculptors
Animation Production Supervisor Matchmove Supervisor Senior Plasterer
Animation Coordinator Matchmover Senior Painter

Graphic Artist
CG Supervisor Background Supervisor
CG Sequence Supervisor Background Artist Motion Control Unit Producer
CG Producer Motion Control Supervisor/Cameraman
CG Production Supervisor Rotoscoping Supervisor Motion Control Cameraman
CG Coordinator Rotoscope Artist Motion Control Operators

3D Motion Control Previs
Animation Layout Supervisor Visual Effects Art Director Motion Control Technician
Motion Control/Encoding Crane
Animation Layout Concept Artist Operator
Lead Animator
Animator Previsualiztion Supervisor
Previsualization Artist
CG Lighting Supervisor
Lead CG Lighting Artist Visual Effects Editor
CG Lighting Artist Assistant Visual Effects Editor

Visual Effects Digital Color
CG Modelling Supervisor Timer
Lead CG Modeller
Software Development
CG Modeller Supervisor
Software Development
CG Effects Supervisor
Technical Support (case by
Lead CG Effects Artist case)
CG Effects Artist
Digital Artist
Character Rigging Supervisor
Character Rigger

Exhibit “F”
Warner Bros. Acceptable Formatting Examples

Example
A
Column 1 Column 2 Column 3
Visual Effects By: The Visual Effects
Line 1 Company
Visual Effects
Line 2 Supervisor John Doe
Line 3 Visual Effects Producer John Doe
Line 4 Compositors John Doe John Doe
Line 5 John Doe John Doe
Example B
Line 1 Company
Line 2 VFX Supervisor
Line 3 John Doe
Line 4 VFX Producers
Line 5 John Doe John Doe John Doe

Example
C
Line 1 Company
Example
D
Line 1 Company
Visual Effects
Line 2 Supervisor John Doe
Line 3 Visual Effects Producer John Doe
Line 4 Compositors John Doe John Doe
Line 5 John Doe John Doe
Line 6 Matte Painter

Warner Bros. Unacceptable Formatting Examples

Example E
Line 1 Company
Line 2 VFX Supervisor John Doe
Line 3 VFX Producer John Doe John Doe

Example F
Line 1 Company
Line 2 VFX Supervisor VFX Producer Compositor
Line 4 Compositors Rotoscope Artists Match Mover
EXHIBIT G
Anti-Piracy Questionnaire
Warner Bros. Anti-Piracy, Security and

Equipment Questionnaire
DATE: 4/28/2012/18/2012
1. COMPANY INFORMATION:
Full Company/Studio Name:

Country:
Address:
Contact Name:
Name/s of principal employee/s with
operational responsibility:
Main Phone numbers:

Fax:
Email:
Office Hours: Phone:
Emergency/ 24 Hour Contact:
Website:
Name of the company MD/studio owner:
Is facility owned: Privately
Other organization, name:
Do you or any of your shareholders or Yes No

investors own shares in any replicator or
mastering facility either in your own country
or in other countries:
If yes, name plants/mastering facilities and

include a full address:
Client List:

Recent Projects:
If you are a foreign language dubbing Studio,
which languages can you dub into:
Name of person/s filling out questionnaire: Position:

Date:
2. GENERAL FACILITY INFORMATION:

INTERNAL LAYOUT
Work Type:
Theatrical DVD TV Games
Music Post-production Video
Foreign language Dubbing Studio All Other
If other, please state main type of work:
Number of Recording
Rooms:
Dimension:
Number of Mixing Rooms:
Dimension:
Number of Music Recording Rooms:
Dimension:
Number of Editing Rooms:
Dimension:
Other rooms:
Information regarding other rooms listed

or internal layout:
EXTERNAL LAYOUT
Description of building:
Perimeter
protection: Wall Wire fence Gates CCTV Other
( Please Specify):
Number of: stories: Below ground level floors:
Number of: *Entrances: Exits:
NB. Please would you attach an internal and external Floor Plan of your facility to this
Questionnaire and highlight the location of anything marked with an asterisk(*).
3. TECHNICAL INFORMATION:
(A) Please fill this section out if you are a Film Lab, a DVD/Video/ Audio mastering facility, a specialist facility
or a foreign language dubbing/ subtitling and/or mixing studio. If you are none of these please proceed to
Question 4 (A):
Is your mixing room equipped with a 5.1 monitoring system: Yes No
Capability of creating Dolby 5.1 MOD print-master: Yes No
Capability of creating an optical soundtrack negative: Yes No
Video Format: Tape Format: Audio Format:

PAL Hi Def DigiBeta DA88
NTSC 2K BetaSP MMR-8
All 3/4“ DAT
SVHS Analog
Other Supported Visual
VHS Work Station
Formats:
Hi Def Protools
35mm Film
2K File Transfer System
Digital Video
Other All
Other
Other
Audio Equipment Inventory List:
Mixing Consoles: Analog make:
Speakers: Digital make:
make:
Microphones:
Mic Preamps:
Brand of Digital Audio Workstation:
List additional outboard Protools Other
gear:
Protools Digital Audio Workstation:

Computer Platform: Apple G4 Apple G5 PC
Operating System: OS 9 OS X Windows
Software Version
4.3 5.x 6.x
PCI Cards:
Protools Mix HD HD Accel Other
Audio Interface:
888/24 192I/O
Recording Format:
Other
Hard Drive Capacity: 16bits/48khz 24bits/48khz
Timecode Sync Device: 24bits/96khz Other
Wordclock Generator GB
Brand:
Blackburst Generator Universal Slave Driver Sync I/O
Brand:

Backup Medium: DVD-R Archival (*please refer to additional

Hard Drive guidelines for DVD-R archival):
Type:
Are you able to deliver/archive on DVD-R:

DDS/DAT
Yes No
Magneto Optical Disc Do you own at least one stand-alone DVD-R unit:
AIT Yes No
Exabyte Do you have at least one computer with a built in
DVD-R DVD-R/CD-R “Superdrive”:
2 inch analog Yes No
Mag
Other
Quality Control:
Do you have dedicated staff for quality control: Yes How many: No
Do you have dedicated rooms for quality Yes How many: No
control:
What is checked: Sync Editing Clicks/Hiss
Does your quality control staff do complete
playbacks or just spot check: Complete Spot check
Is the labeling of elements checked
Yes No
before leaving facility:
Yes No
Do you produce 100% Q/C reports:
Other information regarding Studios and Equipment:
(B) Please fill this section out if you are a DVD Replication or VHS Duplication Facility or can duplicate more
than 50 masters per run. If you are none of these then please proceed to Q4 (A):
Replication Equipment:
LBR (mastering ) machines for CD: How many: Type:
SID codes:
Serial numbers:
How many: Type:
For DVD: SID codes:
Serial numbers:
How many: Type:
SID codes:
Replication lines for CD: Serial numbers:
How many: Type:
SID codes:
For DVD: Serial numbers:
How many:
SID codes:
How many:
Spare moulds for CD: SID codes:
Actual: Possible:
Actual: Possible:
For DVD:
How many: Type:
Output capability for CD: SID codes:
Serial numbers:
For DVD: How many: Type:
SID codes:
CD-R duplication machinery: Serial numbers:
DVD-R duplication machinery:
Production Equipment:
How many: Type:
SID codes:
Serial numbers:
How many: Type:

Mastering machinery: SID codes:
Serial numbers:
Audio machinery:
Other information regarding Replication/ Production equipment:
4. SECURITY INFORMATION:
(A) Every Supplier should fill out this section:
MPAA Accreditation
Yes No
Are you MPAA (or local Anti-Piracy
Organization equivalent) certified: Since When:
Last time of inspection:
If Yes: How often:
On-Site Security
Guards
Do you use guards on-site: Yes No
If yes, are they: In house Contract
*Where are they located when on-site:
Alarm system
Do you use an electronic intruder alarm
system: Yes No
Make and
model:
*Location and range of sensors:
Is it connected to the police or a central station: Yes No
CCTV
Do you use CCTV: Yes No
How many cameras do you have:
*Their location and viewing scope:
Storage of images:
*Where:
For how long:
On which format:
Access to storage of images and system generally:
Staff access control systems

Do the staff use ID badges: Yes No
Are there area restrictions for certain staff:
Do you have the ability to record and recall specific staff Yes No
movements: Yes No
Details of any other staff access control system used:
Visitor Registration and Controls

Do you keep a record of all visitors: Yes No
Are they supervised while in the building:
Is their movement controlled: Yes No
Yes No
Details of any other visitor controls used:
Contract and maintenance staff registration and

controls
Do you keep a record of all contract and maintenance
staff: Yes No
Are they supervised while in the building:
Is their movement controlled: Yes No
Yes No
Details of any other contract and maintenance controls
used:
Staff, Management Control and Shift

Full time: Part-time:
Patterns Contract/Temporary:
Number of staff:
Yes No
Do you carry out background checks on all staff before During normal working day:
hiring:
What staff supervision is maintained: At night:
At weekends:
When plant is closed:
Details of control of and access to facility keys:
Yes No
Yes No
Are there any security checks at staff entry and exit
doors: Body Clothing Bags
Do you carry out staff searches: Other (Please specify):
If yes, where do you search:
Yes No
Is there any restriction on the presence of staff outer
clothing and bags in working areas:
*Location of Staff lockers and changing rooms:

Asset Management and Storage
(including for Master Film, Master
Audio, Stampers and DLTs etc)
Does facility have a secured asset storage Yes No
area:
Is access to media storage area restricted: Yes No
How does your staff access restricted areas: Magnetic Badge Key Other
Are all entries/exits to restricted areas logged and
monitored: Yes No
Is your media storage area climate controlled:
What is the room’s typical: Yes No
Is there a fire suppression system: Temperature: Humidity: %
If yes, then what type of suppression system: Yes No
Sprinkler Gas Handheld Other
Is the Fire Alarm linked to a local fire station: (please specify):
Yes No
*Location of storage area within the facility:
Inventory Control
Do you have an inventory tracking system: Yes No
If yes, is it : Computerized Manual
What data is tracked per item:
Names Dates Other (please
How frequently are raw material checks performed: specify):
How frequently are inventory reconciliations performed:
How long are inventory records kept for reference:
Packaging and Dispatch Security
Who is responsible for packing material:
How is the material packed: By hand Computerized

*Where is material packed:
*Where is packed material stored before

dispatch:
Who is responsible for handling packaged

material:
Who is responsible for dispatching the Yes No

finished product:
By hand Palletized Shrunk
Is the finished product reconciled with wrapped
Boxed Other (please specify):
production records:
How is the finished product transferred from
production to packaging to dispatch:
Own Drivers/ Vans/Bikes Other
Tamper proof seals Security

Describe the method of dispatch used: strapping
Other (please specify)
Details of any secure method of packing
used:
Other information regarding section 4(A):
(B) Please fill out this section if you are a Video/ DVD/Audio Mastering Facility, a Replication Facility or a
foreign language Dubbing/ Subtitling or Mixing Studio. If you are none of these then please proceed to Q4
(C):
Security of mastering materials and

components
(masters, DLTs and other formats)
Handling of content received

What security measures are employed
upon delivery of material to facility:
Yes No
Are the materials received logged and
tracked through an inventory system:
How quickly after arrival are materials

logged and recorded:
Who has access to this material within the

facility: Yes No
Vaults Locked rooms
Off-site Storage Other
Are they stored within a secure storage (Please specify):
area:
What methods of security are used:
Detail security measures employed for

return of material to client:
Destruction or recycling of Film/ DVD and Video

Do you destroy/ recycle rejected Film: Destroy Recycle Neither
Do you destroy/ recycle rejected DVDs: Destroy Recycle Neither
Do you destroy/ recycle Destroy Recycle Neither
rejected Videos:
If so, please detail
method used:
Destroy Recycle Neither
Do you destroy/ recycle film related
material: Destroy Recycle Neither
Do you destroy/ recycle redundant masters
and elements:
If so, please detail method used:
Security and control of raw materials

(polycarbonate)
What security measures are employed

upon delivery of raw materials to facility:
Are the raw materials received

logged and tracked Yes No
through an inventory system:
How quickly after arrival are raw materials

logged and recorded:
Who has access to raw material within the

facility:
Yes No
Do you reconcile raw material quantities
Yes No
with disc production:
Do you dispose of damaged/ rejected raw

material:
If yes, please outline method used to do

this:
If no, what do you do with

damaged/rejected raw material:
Security during Replication/ Duplication/

foreign language Dubbing/ Cloning
Staff control
Is staff movement controlled in production
areas: Yes No
If yes, who is responsible for the

supervision of staff in production areas:
Do staff working in production areas have

ID badges: Yes No
Are they checked regularly: Yes No
Machinery inspection
Who is responsible for machinery Yes No
inspection:
How frequently are inspections carried out: Yes No
Are the meters/ machine hours recorded:
Do you reconcile meters/machine hours/

computer records with production records:
Production records
Who is responsible for production records:
How frequently are production levels

recorded:
Where are production records stored:
Handling and disposal of rejects/

rejected masters
Who is responsible for the handling of

rejects/ rejected masters:
Are they supervised: Yes No
Where are rejects/ rejected masters stored:
Are logging/ tracking records kept for

rejects/ rejected masters: Yes No
Do you reconcile disposal of rejects/

rejected masters with production records: Yes No
Do you destroy rejects/ rejected masters: Yes No

If yes, what method of destruction do you
use:
If no, please explain what you do with
rejects/rejected masters:
Security of Returns/ Returned Items/
Replicators
Who is responsible for Returns/ Returned

Items:
Yes No
Do you keep records of all Returns/

Returned Items: Yes No
Do you reconcile the quantity of Returns

with the documentation:
Where do you store Returns/ Returned Yes No

Items:
Do you destroy
Returns:
If yes, what method of destruction do you
use:
If no, please explain what you do with

Returns/ Returned Items:
Other information regarding section 4(B):
(C) Every supplier should fill out this section:
IT Audit – Security Checklist
Physical Inspection
Where is your server/ data center located within the facility: Yes No
Is the server/ data center environment temperature Yes No

controlled:
Are there CCTV installations within the server/ data center
area:
Who is responsible for the CCTV tapes:
Yes No
Is access to the server/ data center restricted:
If yes, who has access to it:
Is all access to the server/ data center logged: Yes No
Do you process Warner Bros. information assets on

computer systems connected to a network: Yes No
Logical and Technical Architecture of IT systems

Is the IT system environment isolated from internet access
by a perimeter firewall: Yes No
If not, how is it protected from intrusion:
Is there an Intrusion Detection / Prevention System

deployed: Yes No
If yes, where:
Are all user requests for access to the network devices

validated and documented: Yes No
Are network administrators authenticated using two-factor

authentication: Yes No
What type of connection do you have to the internet:
56K modem DSL Cable
Satellite T1 Or Higher
Do you use the Internet to transmit Warner Bros. information Other
assets:
Are there any other points of entry into the network behind Yes No
the firewall? (e.g. other Internet points of entry; dial-in; other
networks;etc.):
Are changes to firewall and network devices part of the Yes No

company’s accepted Change Mangement Process:
Are firewall events logged and monitored: Yes No

How will WB content on your IT system be handled:
Yes No
Do you store Warner Bros. information assets on your

network after work has been completed:
Are any changes to your IT system environment planned in

the short or long term: Yes No
If yes, please detail intended

Yes No
changes:
IT best practices employed for both LAN, WAN, PC and

workstation instances:
What kind of electronic virus shielding is being used:
How often are systems scanned:
How often is anti-virus software updated:
Frequency of backups in your server environment:

Do you have a disaster recovery programme: Yes No
Do you use encryption when sending electronic files:
If yes, what kind of encryption: Yes No
Do you have hosts (eg. ftp site) outside the Internet firewall:
Do you maintain an ftp site so outside users can log in and Yes No
upload and retrieve data:
Yes No
Is remote access to your server possible:
Yes No
If yes, how are users authenticated:
Is such activity monitored/

logged:
Yes No
Do you exchange Warner Bros information assets with third-
parties:
Yes No
Is Security testing performed periodically to ensure systems
are resistant to external / internal penetration (VTAs, e.g.):
Is there a patch management process in place: Yes No
How often are systems scanned for vulnerabilities: Yes No
What minimum set of vulnerabilities are systems scanned

for:
How long are vulnerability scan reports kept:
Are systems monitored for security events such as multiple

logins; bad passwords, etc:
Yes No
How long are security logs kept:
Is there a formal incident response process in place:
Are there separate environments for development, Q&A and Yes No

production:
Is each user who needs system access assigned a unique Yes No

User ID/password which is not to be shared:
Are employees required to read/review/sign a security Yes No

responsibility form:
Is there a process for verification of user level access rights:

Yes No
How long is documentation kept:

Yes No
Is there a process for removing terminated employees:
How soon are terminated employees removed from systems:
Are generic user IDs permitted on any systems: Yes No
Are there methods in place to track and react to invalid login

attempts: Yes No
What password standards (length, complexity) enforced on

systems:
Yes No
Are user roles assigned to reflect the principle of least
privilege:
Are WBEI assets accessed through publicly- Yes No
facing web applications:
Are unnecessary ports and services disabled on

publicly-facing web servers: Yes No
Is input validation performed on the web applications:

Yes No
Is session management implemented on web-based
applications:
Yes No
Yes No
Policies & Procedures

Do you have an InfoSec group in place with dedicated Yes No
InfoSec resources and tools:
Have high-level policy statements, comprehensive

information security policies and standards been created,
documented, and published:
Yes No
Are employees trained in security policies, standards, and
procedures:
How often: Yes No
Are security and emergency procedures defined,

documented, and distributed to all employees:
Yes No
Does documentation exist that provides description of system
hardware, software, etc. related to WB data:
Do individuals responsible for managing and configuring Yes No

systems or application software obtain authorization through
approved change procedures:
Are there system-wide minimum security baselines: Yes No
How often are the baselines updated: Yes No

Are exceptions to security standards documented and
approved:
Is there a formal documented incident response process:

How often is it updated: Yes No
Yes No
IT Organizational Structure Yes No

Do you have an on-site IT engineer maintaining your
network:
Please list who is responsible for environment maintenance
and security:
Other information regarding section 4(C):
Any additional overall comments:
 Please highlight anything marked with an asterisk (*) on the Internal/ External Floor Plan of your facility
© 2005 Warner Bros. Entertainment UK Limited. Any unauthorised copying, distribution or other use of this document is strictly prohibited.
Exhibit “H”
VFX Vendor Declaration Form

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As of November 17, 2006

SONY PICTURES IMAGEWORKS INC.

RE: “I AM LEGEND” (the “Picture”)

Dear Ms. Oh:

This letter will serve as an agreementDeed (the “Agreement”) is made

A. Canadian Services. The parties acknowledge and agree that this

1. The Work. The completed shots (the “Work”) to be performed by

See Paragraph 14 regarding cancellation of Work.

97488 v.7 TMJ 2/13/07

2. Grant of Rights. The Work shall be deemed specially ordered by Producer

97488 v.7 TMJ 2/13/07

Producer acknowledges that it will provide to Contractor various Materials (as

Payment Due Date Amount

2nd Payment December 1, 2006 $1,750,000.00

3rd Payment January 1, 2007 $1,750,000.00

4th Payment February 1, 2007 $1,900,000.00

5th Payment March 1, 2007 $1,900,000.00

6th Payment April 1, 2007 $2,225,990.00

7th Payment May 1, 2007 $1,650,000.00

8thInitial Payment June 1, 2007 $1,350,000.00

9th Payment July 1, 2007 $1,500,000.00

10th Payment 2 18 January 2013 $2,300,000.00

11th Payment September 1, 2007 $2,300,000.00

Final Payment October 1, 2007 subject to $3,574,010.00

Contracted Total Due $24,000,000.00

Payments are to be made via wire transfer are to be made to:

3A. Tax/Tax Credits.

(a) General: All payments referred to in Paragraph 3 are exclusive of HST.

97488 v.7 TMJ 2/13/07

4. Changes to the Work. During the course of the production, Producer

(a) Contractor may issue publicity relating to the conduct of

(b) Contractor may disseminate information concerning the Picture

97488 v.7 TMJ 2/13/07

8. Digital Transmissions. Contractor shall not digitally transfer any part or

9. Employees and Independent ContractorContractors. Contractor will

97488 v.7 TMJ 2/13/07

Contractor hereby appoints Jim Berney, Crys Forsyth-Smith and Jenny

10A. Third Party Beneficiary. Distributor is acknowledged by the parties

11. Screen Credit.

(a) Credit: Subject to applicable guild or union requirements and on condition

“Visual Effects and Animation by Sony Pictures Imageworks

In addition to the Contractor Credit, Producer shall dedicate a block of 100fifty-

(d) Subdistributor: Producer shall advise in its contracts with subdistributors

Upon Contractor’s completion and notification to Producer that a shot, or shots,

97488 v.7 TMJ 2/13/07

15. Delivery. Producer acknowledges that any changes to the delivery

16. Force Majeure.

(a) Contractor shall not be deemed in breach of this Agreement if Contractor

97488 v.7 TMJ 2/13/07

(i) (i) Statutory Workers Compensation or country

(ii) (ii) Commercial General Liability Insurance providing

(iii) (iii) Commercial Auto Liability Insurance providing

(iv) Contractor shall maintain All Risk Property Insurance including

(v) (iv) Contractor shall maintain sufficient business

Contractor shall name Producer as an additional insured on all liability

97488 v.7 TMJ 2/13/07

(i) Statutory Workers Compensation or country equivalent and

(ii) Commercial General Liability Insurance including, but not limited

(iii) Producer shall maintain adequate insurance providing coverage for

(iv) Producer shall maintain Error & Omissions insurance providing

(v) Producer shall maintain sufficient business interruption/extra

Producer shall name Contractor as an additional insured on all liability insurance

18. Right to Terminate. By Producer. Producer shall have the right to

By: _ By:_____

Re: ^ (the “Picture”)