What comes next for this: DIGITAL CINEMA DESTINATIONS CORP. NETWORK AFFILIATE AGREEMENT THIS NETWORK AFFILIATE AGREEMENT (this "Agreement") is made as of this 14th day of March, 2011 by and between National CineMedia, LLC, a Delaware limited liability company ("NCM"), and Digital Cinema Destinations Corp., a Delaware corporation ("Network Affiliate" and with NCM, each a "Party" and collectively, the "Parties"). BACKGROUND WHEREAS, NCM operates a "Digital Content Network" of proprietary and third-party hardware and software pursuant to which the Service may be digitally transmitted to equipment and facilities installed in, and displayed on movie screens, video display terminals and similar equipment located in, movie theatres or other high traffic retail establishments, as further described herein; WHEREAS, Network Affiliate owns and operates a theatre circuit with a patron base in excess of 400,000 patrons; and WHEREAS, both Network Affiliate and NCM want to expand NCM's advertising "footprint" in the markets served by Network Affiliate; and WHEREAS, NCM and Network Affiliate want to enter into a strategic alliance under which NCM will provide the Service to Network Affiliate, and Network Affiliate will accept and display the Service in its theatres, all on the terms set forth herein. NOW, THEREFORE, in consideration of the premises and mutual covenants in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, and, intending to be legally bound hereby, the Parties agree as follows: ARTICLE I DEFINITIONS The following terms shall have the following meanings: "Advertising Revenue Share" has the meaning assigned to it in Section 7.1. "Advertising Services" means the advertising and promotional services (including the Digital Content Service, the Digital Carousel, the Traditional Content Program, Lobby Promotions and Event Sponsorships) as described in Part A of Exhibit A. "Base Amount" has the meaning assigned to it in Section 7.2. "Beverage Agreement" means that certain Beverage Agreement, Pepsi dated January 1, 2011. 1
Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011
 "Branded Slots" has the meaning assigned to it in Section 3.6(b). "Change of Control" has the meaning assigned to it in Section 14.8. "Confidential Information" means any and all technical and non-technical information of or related to either Party, including, without limitation, proprietary information, know-how, the NCM Property and Derived Works, and information related to or regarding either Party's research and development, finances, suppliers, customers, business forecasts, and marketing plans, in whatever form disclosed or made available. Confidential Information does not include information which: (i) the recipient can demonstrate was already known to it at the time of its receipt hereunder; (ii) is or becomes generally available to the public other than by means of the recipient's breach of its obligations under this Agreement; (iii) is independently obtained from a third party whose disclosure violates no duty of confidentiality; or (iv) is independently developed by or on behalf of the recipient without use of or reliance on any Confidential Information furnished to it under this Agreement. "Costs" has the meaning assigned to it in Section 10.1. "Derived Works" has the meaning assigned to it in Section 12.2. "Digital Carousel" means a loop of slide advertising with minimal branding and entertainment content which (i) is displayed before the Pre-Feature Program in Digitized Theatres via the Digital Content Network and (ii) is displayed before the Traditional Content Program in Non- Digitized Theatres via a non-digital slide projector. "Digital Cinema Services" means services related to the digital playback and display of feature films at a level of quality commensurate with that of 35 mm film release prints that include high-resolution film scanners, digital image compression, high-speed data networking and storage, and advanced digital projections. "Digital Content Network" means a network of Equipment and third-party equipment and other facilities which provides for the electronic transmission of digital content, directly or indirectly, from a centrally-controlled location to Theatres, resulting in the "on-screen" exhibition of such content in such Theatres, either in Theatre auditoriums or on Lobby Screens. "Digital Content Service" means the Pre-Feature Program, Policy Trailer and the Video Display Program. "Digitized Theatres" means all Theatres that are connected to the Digital Content Network as of the Effective Date and all Theatres that subsequently connect to the Digital Content Network, as of the date such connection is established. "Dispositions" has the meaning assigned to it in Section 2.6. "Effective Date" has the meaning assigned to it in Section 3.1. "Equipment" means (a) the equipment and cabling which is necessary to schedule, distribute, play, reconcile and otherwise transmit and receive transmission of the Digital Cinema Service, known as "small d Equipment"; and (b) the equipment and cabling which is necessary to schedule, distribute, play, reconcile and otherwise transmit and receive transmission of the Digital Cinema Service, known as "Big D Equipment".
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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011