PLUTO TV LICENSOR INSURANCE REQUIREMENTS

Licensor shall procure and maintain throughout the Term of the Agreement, at Licensor’s sole cost and expense, at least the following type and amounts of insurance coverage:

Media Liability Insurance or Equivalent Professional Liability/Errors and Omissions Liability Insurance covering (i) Licensor’s acts and omissions, (ii) the negligence or willful misconduct of Licensor or its Representatives, and (iii) the infringement of any proprietary rights, copyrights or trademarks of any third party in connection with the performance of Licensor, Licensor’s Representatives, or any of Licensor’s products, software or services, in each case in an amount of not less than $5,000,000 per occurrence. The foregoing insurance policy must be issued by insurance companies with A.M. Best financial strength ratings of not less than “A-”; or with companies with not less than A/VII in the A.M. Best Company Rating Guide.

The foregoing policy must provide that Pluto is to be given thirty (30) days’ prior written notice of material alteration, cancellation or non-renewal of coverage. Such policy must include an endorsement indicating that such insurance is primary insurance and any similar insurance in the name of or for the benefit of Pluto is excess and non-contributing and must include Pluto, and its affiliates, parent, or parents, subsidiaries, related and affiliated companies, and their respective officers, directors, agents, employees, representatives and assigns (together, the “Pluto Family”) as additional insured. Licensor shall furnish Pluto with a certificate of insurance provided by an insurance broker or carrier evidencing that the coverage listed in this document is in full force and effect, upon request from Pluto; provided, however, that any failure to provide such certificates does not in any way limit Licensor’s obligation to comply with this document. The foregoing insurance policy must include a cross liability, severability of interests endorsement. If the foregoing insurance policy is a “claims made” policy, then Licensor shall maintain such claims-made policy for at least five (5) years after completion of the delivery of any Licensor Materials under the Agreement, unless this requirement is waived in writing in whole or in part by an authorized officer of Pluto. The foregoing requirements as to the types and limits of insurance coverage to be maintained by Licensor, and any approval or waiver of said insurance by Pluto, is not intended to and must not limit or qualify the liabilities and obligations otherwise assumed by Licensor under the Agreement, including the provisions relating to indemnification. If any of Video Content under the Agreement is sublicensed, then Licensor shall require each of its sublicensees to provide the aforementioned coverage or Licensor shall include its sublicensees under its own insurance policies. Licensor retains the sole obligation for itself and its sublicensees to comply with the foregoing insurance policy requirements. The procurement and maintenance of insurance specified in herein does not limit or affect any liability that Licensor might have by virtue of the Agreement or otherwise.