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‘The Woman in Black’ Prize Pack Giveaway Legal Agreement

CONFIDENTIAL
PRIZE PROVIDER AGREEMENT

This Prize Provider Agreement (the “Agreement”) effective as of Thursday, January 26, 2012 (the “Effective Date”) is made and entered into by and between HOLLYWOOD.COM, LLC. (“HOLLYWOOD.COM”), with offices at 560 Broadway, Suite 404, New York, NY 10012, and CBS Films Inc. (“Company”) with offices at 235 Second Street, San Francisco, CA 94105 (each a “Party” and collectively the “Parties”).

WHEREAS, Hollywood.com will conduct the “Woman in Black Prize Pack Giveaway Sweepstakes” (the “Sweepstakes”) and plans to offer the Prize(s) provided by Company, as set forth in Section 2 below, to One (1) winner(s) selected by HOLLYWOOD.COM (the “Winner”) and (b) Company desires that HOLLYWOOD.COM provide promotional exposure for the Company as set forth herein.

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NOW, THEREFORE, in consideration for the mutual promises and covenants of the Parties set forth in the Agreement, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties hereto do hereby agree as follows:

1. Sweepstakes.

a. HOLLYWOOD.COM shall host, either itself or through its designated third-party agent, the Sweepstakes on HOLLYWOOD.COM’s online movie destination property www.Hollywood.com (“HOLLYWOOD.COM”) between Thursday, January 26, 2012 at 12:00 p.m. ET and Friday, January 27, 2012 at 5:00 p.m. ET, or as otherwise agreed upon by the Parties in writing with e-mail being sufficient.

b. Except for Prize fulfillment, HOLLYWOOD.COM will be responsible for the administration of the Sweepstakes, including drafting the official rules and determining the Winner.

c. HOLLYWOOD.COM shall incorporate certain advertorial content (a) provided by Company or (b) submitted by or on behalf of Company from a third-party, as applicable, in connection herewith (collectively, “Company Content”) for use on the HOLLYWOOD.COM Network (defined below) in accordance with the content license set forth below. For the purposes of this Agreement, the HOLLYWOOD.COM Network will mean any web site, product, service, or site owned, operated, distributed, or authorized to be distributed by or though HOLLYWOOD.COM or any HOLLYWOOD.COM affiliate worldwide. All Company Content provided shall be subject to HOLLYWOOD.COM’s approval, and Company represents and warrants that the Company Content will not violate any laws, rules, regulations or third party rights.

d. Company hereby grants HOLLYWOOD.COM and its agents or other third parties necessary to satisfy HOLLYWOOD.COM’s obligations under the Agreement a worldwide, non-exclusive, perpetual license to use, distribute, reproduce, display, adapt, perform, store, translate, sublicense and promote the Company Content (or any portion thereof) on and through the HOLLYWOOD.COM Network and on social media/networking web sites (e.g., Twitter and Facebook) regardless of transmission speed (dial-up, DSL, cable, wireless, etc.) or type of device (e.g., PC, PDA, mobile phone, etc.) in any medium now known or hereafter devised as HOLLYWOOD.COM deems appropriate in accordance with the terms of this Agreement. Company represents and warrants that it has the right, power and authority to grant any and all rights and licenses provided under this Agreement, including without limitation, any necessary intellectual property rights to the Company Content, free and clear of all claims and encumbrances without violating the rights of any person or entity.

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2. Prize(s). Company will provide the following prize(s) (the “Prize(s)”) directly to the Winner within thirty (30) days after HOLLYWOOD.COM selects the Winner: One (1) Long Sleeve T-Shirt, One (1) Short Sleeve T-Shirt, One (1) Woman in Black Branded iPod Nano, One (1) Black Veil, One (1) Static Cling, One (1) Signed Woman in Black Poster by Daniel Radcliffe. For the sake of clarification, no meals or incidental expenses shall be included in the Prize(s). The total value of the Prize(s) under this Agreement is $180.00.

3. Indemnity. Company will indemnify and hold harmless HOLLYWOOD.COM and the officers, directors, agents, affiliates, distributors, franchises and employees of HOLLYWOOD.COM from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys’ fees) (collectively, “Liabilities”) that may at any time be incurred by any of them by reason of any third party claims, suits or proceedings arising out of (a) the Company Content, (b) the Prize(s) and Company’s delivery of, or failure to deliver, the Prize(s) to the Winner for fulfillment as required pursuant to this Agreement. This Section shall survive the termination or expiration of this Agreement.

4. Confidentiality. All entrant and Winner data and any other information collected under this Agreement shall be considered “HOLLYWOOD.COM Confidential Information” and shall not be disclosed by Company to any third party or utilized by Company for any purpose other than Prize fulfillment. HOLLYWOOD.COM Confidential Information means any information relating to or disclosed during the term of the Agreement, which is confidential or proprietary to HOLLYWOOD.COM, including, but not limited to, the material terms of this Agreement, information and data about Sweepstakes entrants, HOLLYWOOD.COM employees, members and users (e.g., names, screen names, addresses or other identifying information), information concerning the relationship of HOLLYWOOD.COM with third parties, technical processes, techniques and formulas, trade secrets, drawings, inventions, know-how, protocols, software programs, source codes, product designs, sales, cost and other unpublished financial information, product and related business plans, methods of operation, technology assessments, database contents, forecasts, market assessments, strategies, projections, marketing data, tools and other non-public information owned by HOLLYWOOD.COM. HOLLYWOOD.COM Confidential Information does not include information which (a) becomes generally available to the public other than as a result of a disclosure by Company, (b) was available to Company on a non-confidential basis prior to its disclosure to Company and was not obtained from HOLLYWOOD.COM, its representatives or its agents or (c) becomes available to Company on a non-confidential basis from a source other than HOLLYWOOD.COM, its representatives or its agents, provided that such source is not known to Company to be bound by a confidentiality agreement with HOLLYWOOD.COM, its representatives or its agents or otherwise prohibited from transmitting the information to Company or its officers, directors, agents, attorneys or employees by a contractual, legal or fiduciary obligation. This Section shall survive the termination or expiration of this Agreement.

5. Term. This Agreement shall commence on the Effective Date and shall end on Friday, January 27, 2012.

6. General. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York except for its conflicts of laws principles. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. Delivery of an executed signature page to this Agreement by facsimile shall be effective to the same extent as if such party had delivered a manually executed counterpart. This Agreement sets forth the entire agreement and supersedes any and all prior agreements of the parties with respect to the transactions set forth herein. Neither party shall be bound by, and each party specifically objects to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other party in any correspondence or other document, unless the party to be bound thereby specifically agrees to such provision in writing.

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HOLLYWOOD.COM, LLC COMPANY (“CBS Films Inc.”)

By: By:

Print Name: ________________________ Print Name: ______________________

Title: ______________________________ Title: ___________________________

Date: ______________________________ Date: ___________________________

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