SONY PICTURES ENTERTAINMENT INC.

April 1,2012

Steven N. Witlin, M.D.285 Spalding DriveBeverly Hills, California 90212

Re: Letter Agreement No. H 110808

Dr. Witlin:

This letter agreement (this "Agreement") states the terms agreed between Steven N. Witlin, M.D.,("Contractor") and Sony Pictures Entertainment Inc. ("Company") under which Company has engagedContractor to provide, and Contractor has agreed to provide, the coverage and additional servicesdescribed in Exhibit A ("Work Order") to this Agreement to Company and its affiliates (the "Services").

1. Term. Contractor's engagement will commence on April 1, 2012 and will continue throughMarch 31, 2015 (the "Term"), unless terminated earlier pursuant to Section 5 of this Agreement.

2. Services. Contractor will perform all Services as described in the Work Order in accordance withthe highest professional standards applicable to the performance of like services and according to suchother standards as set forth in the Work Order.

3. Consulting Fee. In consideration for all Services rendered, Company will pay to Contractor a feefor Services at the rate and in the manner set forth in Exhibit A. No increased or additionalcompensation shall be payable to Contractor by reason of any Services rendered at night, on a weekend orholiday or after a particular number of hours of Service in any period.

4. pnses. If expressly provided in the Work Order, Company will reimburse Contractor for itsreasonable and actual out-of-pocket expenses incurred in performing the Services, provided that suchexpenses are approved in advance in writing by Company and appropriate documentation (such asreceipts and expense reports) is submitted to Company.

pursu on s

(b)

This Agreement shall automatically terminate upon: (i) Contractor's death; (ii) due toniractor's willful misconduct or gross negligence, theft, fraud or other illegal conduct, or breach of anym of this Aureement (whether by act or omission): (iii) Contractor has his medical staff privil

(c) Company shall have the right and option, exercisable by giving written notice toContractor, to terminate this Agreement at any time for cause if Contractor is unable, with reasonableaccommodation, to perform the essential duties, Services or obligations required under this Agreement asa result of physical or mental disability (or disabilities) which has (or have) continued for a period ofthirty (30) consecutive days.

(d) Company shall also have the right to terminate any or all of the Services, and/or any or allWork Orders and/or this Agreement without cause and in its sole discretion upon thirty (30) days priorwritten notice to Contractor.

(e) Upon termination of this Agreement, Company shall have no liability or obligationwhatsoever to Contractor, except that Company shall pay to Contractor promptly after such terminationthe pro-rated portion of the fees, if any, which shall have accrued but remain unpaid as of the date oftermination and the reimbursable expenses incurred through the date of termination. Any advancepayments to Contractor in excess of such pro-rated fees and reimbursable expenses shall be refunded byContractor to Company promptly (and in any event within 10 days) of termination.

(f) Upon termination of this Agreement, or at any time if requested by Company, Contractorshall return to Company all property of Company provided to Contractor or otherwise in the custody,possession or control of Contractor, including without limitation all Confidential Information (defined inSection 9 below) and all Personal Data (defined in Section 10 below).

6. Independent Contractor. Both parties understand and agree that Company shall neither have norexercise any control or direction over the methods by which Contractor shall perform the professionalservices under this Agreement. The sole interest of Company with regard to any professional servicesperformed by Contractor is to assure that such services are performed in a competent, efficient, andsatisfactory manner. Contractor will not be treated by Company as an employee for tax purposes, andContractor is solely responsible for all tax payments and reporting requirements related to thisAgreement, the Services and the compensation paid to Contractor. As an independent contractor and notan employee, Contractor shall not be entitled to health, disability, welfare, pension, annuity, vacation,holidays or any other fringe benefits based on or arising from this Agreement, the performance of theServices or the compensation paid by Company. Nothing contained in this Agreement shall be deemed tocreate an agency or employment relationship between Contractor and Company. Contractor shall not (i)hold itself out contrary to the terms of this engagement; (ii) enter into any agreement on behalf of theCompany or bind the Company in any way; or (iii) make any representation or act contrary to the termshereof.

Insurance. Contractor shall procure and mainta he li

(including penalties, interest and reasonable attorneys' fees and expenses), proceedings. judgments,settlements, actions or government inquiries (including bodily or personal injury or death to any person,

in we worK iruer. LOfflIhold Company and its affiliates (and their respecti officers, directors, employees, agents, succ

gas) harmless from and against any and all claims, demands, liabilities, losses, damage

(iv) Contractor's infringement of any third party patent, copyright, trademark, trade secret or otherintellectual property right. Contractor's indemnification obligations shall survive the expiration ortermination of this Agreement. Contractor shall keep the Company informed of, and shall consult withthe Company in connection with, the progress of any investigation, defense or settlement. Contractor shallnot have any right to, and shall not without the Company's prior written consent (which consent will be inthe Company's sole and absolute discretion), settle or compromise any claim if such settlement orcompromise (i) would require any admission or acknowledgment of wrongdoing or culpability by theapplicable indemnified party, (ii) provide for any non-monetary relief to any person or entity to beperformed by the indemnified party, or (iii) would, in any manner, interfere with, enjoin, or otherwiserestrict any project and/or production, or the release or distribution of any motion picture, televisionprogram or other project, of the Company or its subsidiaries or affiliates.

Confidentiality.

9.1 Contractor agrees that it will (i) maintain all Confidential Information (as defined below)which is disclosed to or otherwise observed by it in strict confidence and take all reasonable precautionsto protect such Confidential Information, (ii) not divulge any Confidential Information to any third party,and (iii) not make or authorize any use of any Confidential Information other than for the performance ofthis Agreement, except with the prior written consent of the Company or as required by law. All rights inand title to the Confidential Information remain in the Company. Contractor shall not use Company'sname, logo or registered trademarks (or the name, logo or registered trademarks of any of Company'saffiliates) in any manner whatsoever without Company's prior written consent. For purposes hereof,"Confidential Information" means information relating to the operations of the Company's health andmedical department and facilities, as well as all information disclosed through any means ofcommunication or by personal observation by or on behalf of the Company to or for the benefit of theContractor that relates to the Company's products, projects, productions, research and development,intellectual properties, trade secrets, technical know-how, policies or practices (and all creative, businessand technical information relating thereto), and any other matter that the Contractor is advised or hasreason to know is the confidential, trade secret or proprietary information of the Company. "ConfidentialInformation" does not include data, materials or information that is available to the general public withoutbreach of any obligation of confidentiality.

10.

Data Privacy and Information Security.

10.1 To the extent that Company provides to Contractor, or Contractor otherwise accessesPersonal Data (as defined below) about Company's employees, customers, or other individuals inconnection with this Agreement, Contractor represents and warrants that: (i) Contractor will only usePersonal Data for the purposes of fulfilling its obligations under the Agreement, and Contractor will not

information security laws or requirements.

In the event that (i) any Personal Data is disclosed by Contractor (including its agents orin violation of this Agreement or applicable laws pertaining to privacy or data security,

cooperate fully in the investigation of the Privacy Incident, indemnify Company for any and all damages,losses, fees or costs (whether direct, indirect, special or consequential) incurred as a result of suchincident, and remedy any harm or potential harm caused by such incident. To the extent that a PrivacyIncident gives rise to a need, in Company's sole judgment, to provide (A) notification to publicauthorities, individuals, or other persons, or (B) undertake other remedial measures (including, withoutlimitation, notice, credit monitoring services and the establishment of a call center to respond to inquiries(each of the foregoing a "Remedial Acdon")), at Company's request, Contractor shall, at Contractor'scost, undertake such Remedial Actions. The timing, content and manner of effectuating any notices shallbe determined and approved by Company in its sole discretion.

10.3 To the extent that Company provides to Contractor, or Contractor otherwise accessesPersonal Data about Company's employees, customers, or other individuals in connection with thisAgreement, Contractor shall implement a written information security program ("Information SecurityProgram") that includes administrative, technical, and physical safeguards that ensure the confidentiality,integrity, and availability of Personal Data, protect against any reasonably anticipated threats or hazardsto the confidentiality, integrity, and availability of the Personal Data, and protect against unauthorizedaccess, use, disclosure, alteration, or destruction of the Personal Data. The Information Security Programshall also include policies and procedures regarding the disposal of Personal Data, and tangible propertycontaining Personal Data, taking into account available technology so that Personal Data cannot bepracticably read or reconstructed.

10.4

Contractor also agrees to the following requirements:

(a) Agents - Contractor agrees to ensure that any agent, including a subcontractor, towhom it provides Personal Data received from, or created or received by Contractoron behalf of Company, agrees to the same restrictions and conditions that applythrough this Agreement to Contractor with respect to such information.

(b) Access to Company - Contractor agrees to make internal practices, books, andrecords, including policies and procedures and Personal Data, relating to the use anddisclosure of Personal Data received from, or created or received by Contractor onbehalf of, Company available to the Company for the purpose of determiningcompliance with this Agreement.

(c) ComDliance with Laws and Regulation - Contractor agrees to comply with anyapplicable state or federal laws concerning the privacy of Personal Data and anyother individually identifiable health information related to this Agreement,

(d) Termination - Without prejudice to Company's rights under Section 5 hereunder,Company may terminate this Agreement immediately upon Company's becomingaware of a material breach by Contractor of the confidentiality or data privacyprovisions of this Agreement. Upon termination of this Agreement, Contrac

protections under this Agreement to such Personal Data and may only further use ordisclose such information for those purposes that Company has agreed makes thereturn or destruction infeasible.Survial The rights and obligations of Contractor with respect to Personal Data

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10.5 Personal Data means individually identifiable information from or about an individualincluding, but not limited to (i) social security number; (ii) credit or debit card information, including cardnumber, expiration date, and data stored on the magnetic strip of a credit or debit card; (iii) financialaccount information, including the ABA routing number, bank account number, retirement accountnumber; (iv) driver's license, passport, taxpayer, military, or state identification number; (v) medical.health or disability information, including insurance policy numbers, (vi) passwords, fingerprints,biometric data, or (vii) other data about an individual, including first and last name; home or otherphysical address, including Street name and name of city or town; email address or other online contactinformation, such as an instant messaging user identifier or a screen name, that reveals an individual'semail address; and telephone number.

Reserved.

12.

Reserved.

13. Personnel. Contractor represents and warrants to Company that: (i) Contractor will perform theServices solely by himself and if applicable, through its qualified individual employees and/orsubcontractors (collectively, the "Personnel") and shall be solely responsible for all employment matters(including payment of salary and wages) with respect to the Personnel; (ii) when on Company premises,all Personnel shall observe the working hours, working rules, and safety and security proceduresestablished by Company; (iii) Contractor shall, at its own expense and in accordance with applicable law,conduct reference and background checks on all Personnel, including verification of references andemployment history, verification of driver's license or other government issued identification and address,verification of social security number and that each individual is a U.S. citizen or properly documentedperson legally able to perform the Services, verification that the individual is not on the SpeciallyDesignated Nationals ("SDN") list maintained by the Office of Foreign Assets Control of the U.S.Treasury Department, and verification that each individual has satisfactorily passed a criminalbackground check, and (iv) Contractor shall verify that all Personnel will have the followingqualifications, as applicable:

Physicians. Physicians will hold a current and unrestricted license to practice medicine, aseither an M.D. or a D.O., in California and be in good standing with all applicable stateagencies and regulatory bodies. The physicians will be board certified or board-eligible inFamily Medicine or in another appropriate primary care specialty, with knowledge of primarycare medicine issues.

• Midlevel Providers. Midlevel Providers (e.g., nurse practitioners, registered nurses) will belicensed in California and will be in good standing with all applicable California licensingagencies and regulatory bodies.

nd be in good

Medical Assistants. Medical Assistants must have a current certification by the AmericanAssociation of Medical Assistant, the American Medical Technologists, the National Centerfor Competency Testing the American Registry of Medical Assistants or National Health

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14. GQverning aw; Abiatio,. The substantive laws (as distinguished from the choice of law rules)of the State of California shall govern the validity and interpretation of this Agreement and theperformance by the parties of their respective duties and obligations hereunder. All actions orproceedings arising in connection with, touching upon or relating to this Agreement, the breach thereofand/or the scope of the provisions of this Section 14 shall be submitted to JAMS ("JAMS") for final andbinding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute isover $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is$250000 or less, to be held in Los Angeles County, California, before a single arbitrator who shall be aretired judge, in accordance with California Code of Civil Procedure § 1280 et q. The arbitrator shallbe selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a listof arbitrators supplied by JAMS. The arbitration shall be a confidential proceeding, closed to the generalpublic. The arbitrator shall assess the cost of the arbitration against the losing party. In addition, theprevailing party in any arbitration or legal proceeding relating to this Agreement shall be entitled to allreasonable expenses (including, without limitation, reasonable attorney's fees). Notwithstanding theforegoing, the arbitrator may require that such fees be borne in such other manner as the arbitratordetermines is required in order for this arbitration clause to be enforceable under applicable law. Thearbitrator shall issue a written opinion stating the essential findings and conclusions upon which thearbitrator's award is based. The arbitrator shall have the power to enter temporary restraining orders andpreliminary and permanent injunctions. Neither party shall be entitled or permitted to commence ormaintain any action in a court of law with respect to any matter in dispute until such matter shall havebeen submitted to arbitration as herein provided and then only for the enforcement of the arbitrator'saward; pjç, however, that prior to the appointment of the arbitrator or for remedies beyond thejurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competentjurisdiction in Los Angeles County, California or, if sought by Company, such other court that may havejurisdiction over Contractor, without thereby waiving its right to arbitration of the dispute or controversyunder this section. Notwithstanding anything to the contrary herein, Contractor hereby irrevocablywaives any right or remedy to seek and/or obtain injunctive or other equitable relief or any order withrespect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution,exhibition or other exploitation of any motion picture, production or project related to Company, itsparents, subsidiaries and affiliates, or the use, publication or dissemination of any advertising inconnection with such motion picture, production or project.

15. Taxes. Contractor shall be solely responsible for the remuneration of and the payment of any andall taxes with respect to its employees and contractors and any claims with respect thereto and shall besolely responsible for the withholding and payment of all federal, state and local income taxes as well asall RCA and FUTA taxes applicable to it, its employees, and its contractors. Contractor agrees toindemnify Company for and hold it harmless from any and all taxes which Company may have to pay and

and all liabilities (including but not limited to judgments penalties fines interest damages costs

Notwithstanding any other provisions of this Agreement, if it should be determined that Compan)ally required to make deductions from any amounts owed to Contractor under this Agreement (€

withholding taxes, social security contributions, etc.), Company shall have the right to do so.

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17.

Miscellaneous.

(a) Notices, All notices, requests, demands and other communications under this Agreementshall be in writing, shall be effective upon receipt, and shall be personally delivered, mailed (by registeredor certified mail, postage prepaid and return receipt requested), sent by reputable overnight deliveryservice, or sent by telecopy to the addresses of the parties provided below:

if to Contractor, to the address set forth on page 1 above

if to Company:

Sony Pictures Entertainment Inc.10202 W. Washington Blvd.Culver City, California 90232Attention: General CounselTelecopy: (310) 244-0510

with a copy to

Sony Pictures Entertainment Inc.10202 W. Washington Blvd.Culver City, California 90232Attention: Medical ServicesTelecopy: (310) 244-3032

(b) Complete Agreement; Modifications. This Agreement constitutes the entire and finalunderstanding of the parties with respect to the subject matters addressed herein. It is intended by theparties as a complete and exclusive statement of the terms of their agreement. It supersedes and replacesall prior negotiations and all agreements, proposed or otherwise, whether written or oral, concerning thesubject matters addressed herein. Any representation, promise or agreement not specifically included inthis Agreement shall not be binding upon or enforceable against either party. This is a fully integratedagreement. This Agreement may not be changed or modified except by an instrument in writing signedby the party to be charged. For the avoidance of doubt, the terms and conditions contained on any orderform, statement of work or other standard, pre-printed form issued by the Contractor shall be of no forceand effect, even if such order is accepted by Company. In no event shall Company's, acknowledgment,confirmation or acceptance of such order, either in writing or by acceptance of services, constitute orimply Company's acceptance of any terms or conditions contained on a Contractor form.

(c) Assignment. This Agreement is personal to Contractor and Contractor may not assign itsrights or delegate any of its duties or obligations hereunder. Company may assign this Agreement or anyof Company's interests herein (a) to any entity which is a party to a merger or consolidation withCompany, (b) to any entity acquiring all or substantially all of the assets of Company, or (c) to any

This \greement shall be binding upon, and inure to the benefiiereto and their respective heirs, representatives, spouses, successors and assigns.parties

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every term and condition hereof. All remedies provided herein are cumulative and not exclusive of anyremedies provided by law or equity.

(g) Cpmplic. With Law. Contractor will comply with all statutes, ordinances, andregulations of all federal, state, county and municipal or local governments, and of any and all thedepartments and bureaus thereof, applicable to the carrying on of its business and performance of theServices.

(h) This Agreement may be executed in any number of counterparts by theparties hereto and all of said counterparts when taken together shall be deemed to constitute one and thesame instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date firstwritten above.

SONY PICTURES ENTERTAINMENT INC.

By:

ri (V t4/

Name:

fvtCkL-

Title: - A

c

SONY PICTURES ENTERTAINMENT INC.

EXHIBIT A WORK ORDER

WORK ORDER, Exhibit A, effective as of April 1, 2012 (the "Effective Date"), to the agreement by andbetween Sony Pictures Entertainment Inc. ("Company") and Steven N. Witlin, M.D. ("Contractor") datedApril 1, 2012 (the "Agreement").

SERVICES AND REPRESENTATIONS:

The Services shall be personally provided by Contractor, unless the Company agrees otherwise inadvance in writing. If Contractor is unable to provide the Services for any reason, Contractor willnotify the Company Manager and the Substitute Physician(s) that Service coverage will beneeded during any such absence. The substitute physician is one or more physicians that hasselected by Company (each, a "Substitute Physician"). Contractor shall use his best efforts tocoordinate his absences with the Substitute Physician(s) to meet the needs of the Company.However, for the avoidance of doubt, Company is responsible for compensating each SubstitutePhysician for Services provided, including determining which (if any) Substitute Physician willprovide services to Company during a Contractor absence.

The Contractor represents and warrants to the Company that during the Term of this Agreementthat:

Contractor is a duly licensed physician and will maintain at all times during theTerm of this Agreement an unrestricted license to practice medicine in the Stateof California:

• Contractor is up-to-date with respect to continuing medical education creditsas required by Californias licensure requirements;

Contractor is board certified or board-eligible by the American Board ofInternal Medicine or the American Board of Family Medicine or theAmerican Osteopathic Board of Internal Medicine or the AmericanOsteopathic Board of Family Physicians;

• Contractor is approved without restriction to prescribe and dispense drugsunder applicable law;

Contractor has no criminal conviction related to the delivery of health careservices or the neglect or abuse of patients

Contractor has not been excluded, debarred, suspended, sanctioned or limited

Contractor has fully disclosed (and will fully disclose) to the Company allinformation related to any suspension or revocation of a medical license,professional sanctions, medical staff disciplinary actions, and malpracticelawsuits:

Contractor will at all times during the Term be a member of the active medicalstaff of Brotman Medical Center or a comparable facility (provided thatCompany shall have the right to approve any such move to the medical staff of acomparable facility, in its reasonable discretion);

In performing the Services, Contractor shall: (A) use diligent efforts andprofessional skills and judgment; (B) perform professional and supervisoryservices that are in accordance with the highest standards of the medicalprofession and the standards of all applicable regulatory and licensing agencies;(C) comply with aH applicable professional ethics and customs, including thePrinciples of Medical Ethics of the American Medical Association; (D) complywith all applicable federal, state and local laws and regulations; (F) comply withthe bylaws, rules and regulations of the medical staff of the Company; (F)comply with the safety, security and other applicable policies of the Company;and (G) not discriminate against patients on the basis of age, race, color, creed,religion, sex, sexual orientation, national origin, health status, or participation inay third-party payer program.

2.

DESCRIPTION OF SERVICES:

At a minimum, Contractor shall perform the following Services:

(i) Direct, coordinate and oversee the Company's on-premises facilities thatcomprise the Company's health and medical department, including the facilitylocated on the Sony Pictures Studios lot, and review the Company's practices,procedures and recordkeeping at such facility for compliance with legal andmedical standards and requirements as required by state and federal Law.

Monitor and evaluate the overall quality of patient care provided by Contractor(and any of Contractor's employees and subcontractors) at the Company's on-premises facilities that comprise the health and medical department.

At a minimum, Contractor shall visit the Company's health and medical

quested, and after consultation with and approval by the Company Manager(as set forth below), be responsible for the purchase, storage and distribution ofall prescription drugs and other items from medical supply houses for use in

Ii

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(v) If requested, coordinate care at the emergency room of any hospital or at anysimilar facility where employees or contractors of the Company who are injuredon the job are brought for treatment, provided Contractor has privileges at suchhospital or facility and the selection of specialists, if required, for the injuredemployees.

(vi) As requested, Contractor shall provide emergency house calls for "Talent" (e.g.actors or directors working on an audio-visual productions associated withCompany or its affiliates) to confirm illnesses. Request for this type ofemergency house call shall be coordinated through the Company Manager andthe Motion Picture or Television production entities or the relevant Companyaffiliate or such other personnel as reasonable designated by Company. Theapplicable audio-visual production company or affiliate of Company shall becharged in accordance with the California Physicians fee schedule for suchservices and shall also reimburse Contractor for his reasonable and actual traveltime and expenses as provided in Section 4(b) of this Work Order.

(vii) As requested, Contractor shall provide physicals for "Talent" as required byaudio-visual productions. The applicable audio-visual production company oraffiliate of Company shall be charged in accordance with the CaliforniaPhysicians fee schedule for such services and shall also reimburse Contractor forhis reasonable and actual travel time and expenses as provided in Section 4(b) ofthis Work Order.

If requested, Contractor shall assist the Company's Risk ManagementDepartment, Security, Employee Health & Safety ("SEHS") and People andOrganization departments in evaluating test data relating to CAL-OSHA issuesand in reviewing employee weilness programs such as medical screenings,cholesterol testing and other screening tests deemed appropriate by the Company.

3.

TERM:

As specified in Section 1 of the Agreement, or until earlier termination pursuant to Section 5 or10.4 of the Agreement.

4.

COMPENSATION:

a.

Fees: Contractor will be compensated at a rate of Two Thousand Nine Hundred Dollars($2,900.00) per month for the Services and such other Services as described in 4.d below,

with and subject to the Company's policies and procedures (including but not limited topresenting itemized receipts) for reasonable and necessary Out of pocket businessexpenses incurred by the Contractor while rendering Services requested by the Companyoutside the Southern California area, provided the extent and nature of such expenses are

c. Overtime compensation: No increased or additional compensation shall be payable to theContractor by reason of any Services rendered at night, on a weekend or holiday or aftera particular number of hours of Service in any period.

d. Ohercompeatn: Contractor shall be entitled to retain all payments from insuranceproviders related to Services rendered by the Contractor (including Services related toproduction company medical exams), such as insurance payments from worker'scompensation insurance and private health insurance. The Contractor is solelyresponsible for all filing, billing and collection matters with respect to such insuranceproviders and payment.

5.

COMPANY MANAGER:

Company Project Manager: Janel Clausen, Vice President Risk Management

6.CONTRACTOR PERSONNEL:

Contractor employees:

Name: Steven N. Witlin, M.D.

Other Personnel:Name: ____________________________Name: ____________________________

Substitute Physicians:Name: ____________________________Name: ____________________________

AGREEU-ND ACCEPTED AS OF THE EFFECTIVE DATE.

STEVEN l'4'. WITLIN, M.D. SONY PICTURES ENTERTAINMENT INC.

By:.

EXHIBIT B

INSURANCE REQUIREMENTS

Prior to the performance of any service hereunder by Contractor, Contractor shall, at its ownexpense, procure and maintain the following insurance coverage for the benefit and protection ofCompany and Contractor, which insurance coverage shall be maintained in full force and effect untilall the Services are completed and accepted for final payment:

1.1 A Commercial General Liability Insurance Policy with a limit of not less than $3million per occurrence and $3 million in the aggregate, including Contractual Liability, and aBusiness Automobile Liability Policy (including owned, nonowned, and hired vehicles) with acombined single limit of not less than $1 million, both policies providing coverage for bodilyinjury, personal injury and property damage for the mutual interest of both Company andContractor, with respect to all operations.

1.2 Professional Liability Insurance with limits of not less than $1 million for eachoccurrence and $3 million in the aggregate. (A claimsmade policy is acceptable providing thereis no lapse in coverage).

(An Umbrella or Following Form Excess Liability Insurance Policy will be acceptable to achievethe liability limits required in clauses 1.1 and 1.2 above)

1.3

Workers' Compensation Insurance with statutory limits to include Employer'sLiability with a limit of not less than $1 million.

1.4

Reserved.

2. The policies referenced in the foregoing clauses 1.1 and 1,2 shall name Sony PicturesEntertainment Inc., et al, its parent(s), subsidiaries, licensees, successors, related and affiliatedcompanies, and its officers, directors, employees, agents, representatives and assigns(collectively, including Company, the "Affiliated Companies") as an additional insured byendorsement and shall contain a Severability of Interest Clause. The policy referenced in theforegoing clause 1.3 shall provide a Waiver of Subrogation endorsement in favor of the AffiliatedCompanies, and all of the above referenced policies shall be primary insurance in place and steadof any insurance maintained by Company. No insurance of Contractor shall be coinsurance,contributing insurance or primary insurance with Company's insurance. Contractor shall maintainsuch insurance in effect until all of the services hereunder are completed and accepted for final

rage territory must include the United States written on a primary basis and proviompany with a right to bring claims against Contractor's polices in the United States, as

evidenced on the certificate of insurance or in a confirmation of coverage letter. Any insuranceanpany of the Contractor with a rating of less than A:VlI will not be acceptable to the

Contractor agrees to deliver to Company: (a) upon execution of this Agreement originalCertificates of Insurance and endorsements eidencing the insurance coerage herein required,and (b) renewal certificates and endorsements at least seven (7j days prior to the expiration ofContractor's insurance policies. Each such Certificate of Insurance and endorsement shall hesigned by an authorized agent of the applicable insurance company. shall provide that not lessthan thirty (30) days prior titten notice of cancellation is to be given to Compan prior tocancellation or non-renewal. and shall state that such insurance policies are primary and non-contributing to any insurance maintained by Company. Upon request by Company. Contractorshall provide a copy of each of the abo e insurance policies to Company. Failure of Contractor tomaintain the Insurances required under this Exhibit B or to provide original Certificates ofInsurance, endorsements or other proof of such Insurances reasonably requested by Companyshall be a breach of this Agreement and, in such event; Company shall have the right at its optionto terminate this Agreement without penalty. Company shall have the right to designate its ownlegal counsel to defend its interests under said insurance coerage at the usual rates for saidinsurance companies in the community in which any litigation is brought.