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Commercial Express Dealer Agreement Cover Sheet

Please attach this sheet to ALL COMMERCIAL EXPRESS faxes

DSI Account Manager: ______________________________________ DSI Dealer Account Number: _________________________________

Information about the Commercial Express Dealer

Commercial Express - Business Name: _______________________ Commercial Express - Contact Person: _______________________ Commercial Express - Email Address:________________________ Commercial Express - Phone Number: _____-______-___________

For questions regarding DSI L&I Express Program, please email

directv.commerciall@dsisystemsinc.com

FAX ALL DOCUMENTS INCLUDING THIS FAX COVER TO : 866-504-2163

OR SCAN AND EMAIL TO: directv.commerciall@dsisystemsinc.com

COMMERCIAL EXPRESS DEALER ID : 1745207

MSO DEALER AGREEMENT

THIS MSO MSO DEALER AGREEMENT (this “Agreement”) shall be deemed to be effective as of THE LATEST DATE SET FORTH ON THE SIGNATURE PAGE HERETO (the “Effective Date”), between DSI SYSTEMS INC, an Indiana company (“DSI”), and THE MSO DEALER LISTED ON THE SIGNATURE PAGE HERETO (“MSO Dealer” and together with DSI, the “Parties” and each individually, a “Party”), with reference to the following:

A. DIRECTV operates a multi-channel video and entertainment service (the “DIRECTV Service”) through which commercial establishments may receive video and audio programming and other services, using specialized receiving equipment (the “DRECTV System”), which includes DIRECTV authorized set top box receivers (the “DIRECTV Receivers”).

B. MSO DEALER wishes to act as one of DSI’s commissioned MSO dealers to promote the sale of DIRECTV Systems and the DIRECTV Service, and that solicit Commercial Establishments to Order (as defined below) certain DIRECTV programming packages generally categorized as the “Public Viewing Programming Packages,” the “Business Viewing Programming Packages” and the “Private Viewing Programming Packages,” each as identified at the DSI Public web site, https://www.dsisystemsinc.com/directv_commercial_express.php (as defined below), as the same may be amended by DIRECTV from time to time (collectively, the “DIRECTV Programming Packages”).

C. If MSO Dealer is a party to an agreement covering its rights and obligations with respect to MSO DEALER’s appointment and performance as a commissioned commercial MSO DEALER for DSI, both DSI and MSO DEALER wish to terminate that agreement in its entirety and supersede such agreement with this Agreement effective as of the Effective Date.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and for other good and valuable consideration, the receipt of which are hereby acknowledged, the Parties hereby agree as follows:

1. GENERAL ENGAGEMENT AND APPOINTMENT OF MSO DEALER.

1.1 DEFINITIONS. Terms defined above or in the text of this Agreement shall have the meanings set forth herein. Other capitalized terms shall have the meaning set forth in the Schedule of Definitions, which is attached hereto as Schedule 1.1. All Schedules, Appendices, and Exhibits to this Agreement are incorporated herein by reference and shall be deemed to be a part of this Agreement.

1.2 APPOINTMENT.

(a) DSI hereby engages MSO DEALER as an independent contractor to promote the sale of DIRECTV Systems and the DIRECTV Service, by extending the National Commercial Offers (as defined below) and generally available DIRECTV Programming Packages, using channels and methods consistent with the terms, conditions and restrictions contained herein.

(b) MSO DEALER may promote the sale of DIRECTV Systems and the DIRECTV Service only for Commercial Establishments in the Territory. MSO DEALER understands and agrees that it shall have no right pursuant to this Agreement to solicit or take Orders (as defined below) from potential residential subscribers (including, without limitation, residential households, residential consumers, multiple dwelling unit residential property owners or residents, satellite master antenna television delivered recipients or any other person or establishment), and that any failure to comply with this provision shall be deemed a material breach of this Agreement.

(c) MSO DEALER understands and agrees that it may only take Orders for Public Viewing Programming Packages for viewing in Public Viewing Locations, Business Viewing Programming Packages for viewing in Business Viewing Locations and Private Viewing Programming Packages for viewing in Private Office Locations, and that any failure to comply with this provision shall be deemed a material breach of this Agreement.

(d) DIRECTV may amend the list of DIRECTV Programming Packages from time to time, following notice to MSO DEALER. A list of current DIRECTV Programming Packages is available for viewing by DSI MSO Dealer at the DSI Public Web Site. https://www.dsisystemsinc.com/ (e) MSO DEALER hereby accepts such engagement and shall use its best efforts to responsibly promote and solicit sales of the DIRECTV Systems and the DIRECTV Service, by extending the National Commercial Offers and/or along with generally available DIRECTV Programming Packages. In addition, MSO DEALER will use its best efforts to promote and enhance DSI/DIRECTV’s business, reputation and goodwill in accordance with the terms of this Agreement.

1.3 NO EXCLUSIVITY REQUIRED OF DSI/DIRECTV. DSI/DIRECTV may itself extend the National Commercial Offers and generally available DIRECTV Programming Packages and solicit Orders from Commercial Establishments and others, either directly, indirectly, or in conjunction with any third party, and may authorize parties other than MSO DEALER to act as its commissioned MSO DEALER to promote and solicit the sale of the National Commercial Offers and any generally available DIRECTV Programming Packages, for any compensation and upon any other terms as DSI may determine in its discretion. Such compensation and terms may differ from those provided to MSO DEALER pursuant to this Agreement. MSO DEALER acknowledges that DSI/DIRECTV and such other parties may compete with MSO DEALER in the solicitation of the National Commercial Offers and any generally available DIRECTV Programming Packages.

1.4 EXCLUSIVITY REQUIRED OF MSO DEALER. Except as otherwise agreed to by DSI and MSO DEALER in writing, MSO DEALER agrees that from the Effective Date until expiration of the Term (or earlier termination pursuant to the terms hereof), MSO DEALER shall not directly or indirectly sell or solicit sales of, or take Orders for, any other multi-channel video service that competes with the DIRECTV Service for delivery and receipt at Commercial Establishments located within the Territory.

1.5 DSI/DIRECTV NATIONAL ACCOUNTS. MSO DEALER agrees that it shall not, without DSI/DIRECTV’s prior written approval, solicit the sale of DIRECTV Programming Packages to any National Account. A list of National Accounts under contract with DIRECTV is available for viewing by MSO DEALER at the DSI Public Web Site (dsisystemsinc.com), and any updates to such list shall be made available at the DSI Public Web Site at the beginning of each calendar quarter. MSO DEALER further agrees that it shall not, without DSI/DIRECTV’s prior written approval, solicit the sale of DIRECTV Programming Packages to any Potential National Account; provided, however, if MSO DEALER wishes to pursue a Commercial Establishment that is a Potential National Account, MSO DEALER may provide DSI/DIRECTV with written notice of such intent and, if approved by DSI/DIRECTV in writing, MSO DEALER may pursue such Commercial Establishment.

1.6 OTHER LIMITATIONS OR RIGHTS. In addition to any other limitations or rights set forth herein, MSO DEALER’s ability to promote the sale of DIRECTV Systems and the DIRECTV Service is further subject to any applicable additional limitations and rights set forth on Schedule 1.6 attached hereto.

2. MSO DEALER’S GENERAL OBLIGATIONS.

2.1 INITIAL SALES ACTIVITIES; FCO AND EVO REQUIREMENTS. MSO DEALER shall contact and market to Commercial Establishments (including current MSO DEALER-Acquired Subscribers), including by visiting Commercial Establishments, with the express purpose of soliciting Orders (including renewal Orders) for the National Commercial Offers and generally available DIRECTV Programming Packages and sales of DIRECTV Systems. MSO DEALER shall not solicit or take Orders from any Commercial Establishment that is an existing Commercial Subscriber prior to MSO DEALER’s first contact with such Commercial Establishment, unless such Commercial Establishment is a MSO DEALER-Acquired Subscriber. Upon taking the initial Order for a Public Viewing Programming Package or Business Viewing Programming Package from a Commercial Establishment, MSO DEALER shall (i) obtain from such Commercial Establishment the estimated viewing occupancy (“EVO”)

information for such Commercial Establishment and (ii) if the Commercial Establishment requests a DIRECTV Programming Package that requires the submission of the fire code occupancy (“FCO”) certificate, instruct the Commercial Establishment that it must submit to DSI/DIRECTV, prior to Activation of such DIRECTV Programming Package, an FCO certificate (in form reasonably acceptable to DIRECTV) for such Commercial Establishment. MSO DEALER shall instruct the Commercial Establishments regarding the importance of submitting accurate EVO information, ordering the appropriate DIRECTV Programming Package for the type and size of Commercial Establishment that is consistent with the EVO and, if applicable, the FCO (additional information on EVO and FCO can be obtained through the DSI Public Web Site). DIRECTV may refuse to activate programming, or may suspend programming, for a MSO DEALER-Acquired Subscriber that has failed to provide in a timely manner, or has provided incomplete or inaccurate, EVO or FCO information. MSO DEALER and DSI will reasonably cooperate to obtain the EVO and FCO information that any Commercial Establishment fails to provide in a timely manner, and MSO DEALER shall have the affirmative obligation to verify such EVO or FCO information, as applicable, for each Order if such information is provided to the MSO DEALER by the Commercial Subscriber. MSO DEALER’s failure to deliver to DSI/DIRECTV such EVO or FCO information in a timely manner, or MSO DEALER’s failure to verify such information as provided by the Commercial Subscriber, shall be a material breach of this Agreement.

2.2 ONGOING SERVICE OBLIGATIONS.

MSO DEALER shall perform the following activities after the initial sale of any DIRECTV Programming Package to a Commercial Establishment:

(a) MSO DEALER shall ensure that any DIRECTV System equipment which is provided to the Commercial Establishment is delivered and installed as quickly as is reasonably possible or at such time as is agreed upon with the Commercial Establishment.

(b) MSO DEALER shall ensure that appropriate Commercial Establishment personnel are trained on how to operate the DIRECTV System equipment, including providing such personnel appropriate written operating instructions.

(c) MSO DEALER shall contact the Commercial Establishment within 48 hours of the initial installation to ensure that the DIRECTV System equipment is operating properly and to answer any additional questions.

(d) MSO DEALER shall visit each MSO DEALER-Acquired Subscriber that is a Public Viewing Location no less than two (2) times a year to (i) ensure customer satisfaction, (ii) verify the current FCO and/or EVO information, (iii) introduce new DIRECTV Services and (iv) solicit renewals and upgrades to DIRECTV Programming Packages. MSO DEALER shall maintain a record of all visits to each MSO DEALER-Acquired Subscriber.

(e) MSO DEALER shall maintain the phone/answering system requirements and follow the service response requirements set forth on Schedule 2.2 attached hereto, as amended by DSI from time to time (the “Service Response Requirements”). Failure to comply with any or all of the Service Reponses Requirements may result in service charge fees due from MSO DEALER to DSI and/or Disassociation of the MSO DEALER-Acquired Subscriber from MSO DEALER, each as more fully set forth in the Service Response Requirements.

(f) MSO DEALER may be required by DSI/DIRECTV to provide occasional, non-compensatory service related to the DIRECTV System (i.e., DSI/DIRECTV Receiver re-tuning due to channel position realignment, access card switch-outs, etc.). DSI/DIRECTV shall provide MSO DEALER with reasonable notice of such necessary “across-the-board” changes and shall provide MSO DEALER with a reasonable period of time to complete such service. MSO DEALER may not charge the Commercial Establishments for such DSI/DIRECTV-requested service.

2.3 TRAINING. DSI shall provide training and training materials regarding the DIRECTV Systems, National Commercial Offers, the generally available DIRECTV Programming Packages and the DIRECTV Service in general to MSO DEALER’s training personnel, as DSI reasonably deems necessary. MSO DEALER shall train its own employees. MSO DEALER may be required by DSI/DIRECTV to provide supplementary training classes from time to time. MSO DEALER shall be responsible for all expenses and compensation of its employees during such training.

2.4 PERSONNEL. MSO DEALER may allow only its employees (and not any independent contractors, sub-agents or other parties) (a) to solicit sales of the DIRECTV Systems or (b) to market, promote and advertise the National Commercial Offers or any DIRECTV Programming Packages, except with DSI/DIRECTV’s prior written consent, which may be withheld in DSI/DIRECTV’s discretion. Unless otherwise agreed to in advance and in writing by DSI/DIRECTV, MSO DEALER understands and acknowledges that no third party outbound telephone call center or other referral affiliates may be utilized in any manner whatsoever under this Agreement.

(a) OFFSHORE WORK PROHIBITED. None of the obligations and services under this Agreement shall be performed or provided and no information related to this Agreement shall be collected, stored, handled or accessed by MSO DEALER or its subcontractors at any location outside of the United States. Additionally, MSO DEALER shall not allow any of the services under this Agreement to be performed or provided by a subcontractor unless DSI/DIRECTV approves such subcontractor pursuant to the Section 2.4(b) entitled “Work Done by Others”.

(b) WORK DONE BY OTHERS. If any part of MSO DEALER’s work is dependent upon work performed by others or subcontracted consistent with the terms herein, MSO DEALER shall inspect and promptly report to DSI any defect that renders such other work unsuitable for MSO DEALER’s proper performance. MSO DEALER’s silence shall constitute approval of such other work as fit, proper and suitable for MSO DEALER’s performance of its services or provision of material. Any use of, including any changes to the use of, a subcontractor must be approved by DSI in writing before commencement of the work. MSO DEALER shall provide to DSI, upon request, information about the subcontractor including the identity of, the location of, and a complete description of the activities to be performed by such subcontractor. Where a portion of the work is approved to be subcontracted, MSO DEALER remains fully responsible for performance thereof and shall be responsible to DSI for the acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual obligation or other liability of DSI or DIRECTV to any subcontractor or its employees. MSO DEALER agrees to bind every subcontractor to terms consistent with the terms of this Agreement. The subcontractor approval process is outlined in Schedule 2.5(b) attached hereto (“Subcontractor Approval Process”), which may be amended by DSI/DIRECTV, in its sole discretion, from time to time upon thirty (30) days notice to MSO DEALER.

2.5 ADVERTISING. All advertising, advertising strategies, campaigns, marketing and promotional materials related to the DIRECTV Systems, DIRECTV Service, National Commercial Offers and Programming Packages shall be subject to DSI/DIRECTV’s prior written approval. DSI/DIRECTV may withhold approval, in its sole and absolute discretion, of the use by MSO DEALER of any marketing tactic, channel or method. No approval shall limit MSO DEALER’s obligation to comply with applicable law.

2.6 STANDARD POLICIES. MSO DEALER shall comply with the standard policies and procedures DSI may promulgate for its MSO DEALER in notices, guidelines, and bulletins, including, any credit approval/checking policy required by DSI and, if MSO DEALER is authorized to conduct telemarketing activities, the telemarketing policy as outlined in Schedule 2.6 attached hereto (the “Telemarketing Policy”), as any of the foregoing may be amended by DSI from time to time upon thirty (30) days notice to MSO DEALER (collectively, the “Policies”). The Policies shall be an integral part of this Agreement.

2.7 STANDARD OF CONDUCT. In all of its activities hereunder for DSI, MSO DEALER shall conduct itself in a commercially reputable and ethical manner, shall comply with all

applicable laws (including the Telephone Consumer Protection Act of 1991), and shall engage in no deceptive sales practice or other practice that impugns DSI/DIRECTV’s commercial reputation and goodwill.

2.8 NO TYING. In no event may MSO DEALER condition any transactions involving or related to the DIRECTV Systems, DIRECTV Service, National Commercial Offers or DIRECTV Programming Packages upon the customer’s acquisition of any other product or service, except as otherwise approved by DSI/DIRECTV in writing.

2.9 BOOKS AND RECORDS. MSO DEALER shall maintain books and records relating to its activities on behalf of DSI/DIRECTV for a minimum of three (3) years after their creation and shall keep them at its principal place of business. DSI/DIRECTV may inspect, at all times during business hours, such books and records and MSO DEALER’s locations for compliance hereunder.

2.10 SPECIAL OFFERS/PROMOTIONS. In addition to the National Commercial Offers described herein, DIRECTV, in its sole discretion, may elect to provide special commercial offers and/or promotions. MSO DEALER shall use its best efforts to participate in and implement any special offers/promotions established by DIRECTV, from time to time, on the same terms and conditions as provided to other commercial MSO DEALER of DSI. In the event that/DIRECTV determines that such special offer/promotion requires that MSO DEALER commit to additional DSI/DIRECTV-provided training, MSO DEALER acknowledges and agrees that MSO DEALER shall not be eligible to participate in such special offer/promotion unless MSO DEALER actually participates in, and completes, such required training.

2.11 ADMINISTRATION OF COMMERCIAL CUSTOMER AGREEMENT. For each and every Commercial Establishment that subscribes to a DIRECTV Programming Package, including any Commercial Establishment that satisfies and accepts the terms and conditions of the National Commercial Offer or a MSO DEALER-Acquired Subscriber that upgrades to a new or different DIRECTV Programming Package, MSO DEALER shall perform the following:

(a) Explain the general terms and conditions of the “Commercial Customer Agreement” established and updated by DSI/DIRECTV from time to time, a copy of which is available for viewing by DSI MSO Dealer at the DSI Public Web Site. https://www.dsisystemsinc.com/ (b) Explain the specific terms and conditions of the National Commercial Offer or generally available DIRECTV Programming Packages, as applicable, established and updated by DSI/DIRECTV from time to time, which terms and conditions are available for viewing by DSI MSO Dealer at the DSI Public Web Site. https://www.dsisystemsinc.com/, and set forth in the confirmation correspondence provided to the new MSO DEALER-Acquired Subscriber shortly following the Order or in the first DIRECTV billing statement; (c) Verify, validate and certify the accuracy of the information provided by the Commercial Establishment;

(d) Inform the Commercial Establishment that a copy of the Commercial Customer Agreement and any specific terms and conditions related to the National Commercial Offer or generally available DIRECTV Programming Packages will be provided in the confirmation correspondence provided to the Commercial Establishment shortly following the Order or in the first DIRECTV statement; and

(e) When submitting an Order for a DIRECTV Programming Package, indicate and notify DSI, in accordance with the Order Procedures (as defined below), that a Commercial Establishment has agreed to the Commercial Customer Agreement and the terms and conditions related to the National Commercial Offer or generally available DIRECTV Programming Packages, as applicable.

2.12 CUSTOMER RELATIONS, ETC.

MSO DEALER shall not (a) mislead, deceive or otherwise misrepresent the terms and conditions of the National Commercial Offers, the DIRECTV Programming Packages (or receipt thereof) or the Commercial Customer Agreement; (b) force or coerce Commercial Establishments into agreeing to the terms of the Commercial Customer Agreement; (c) falsify any information contained in the Commercial Customer Agreement; (d) falsely claim that a Commercial Establishment has agreed to the terms of the Commercial Customer Agreement or any other terms and conditions for the receipt of the National Commercial Offers or generally available DIRECTV Programming Packages; (e) file, or threaten to file, a lien or a claim against any Commercial Subscriber; (f) charge or in any way encumber the property of a Commercial Subscriber or (g) in any way seek to secure payment from a Commercial Subscriber for the receipt of DIRECTV Programming Packages. In the event of any dispute with DIRECTV related to the services provided hereunder, MSO DEALER agrees that it shall seek recourse only against DIRECTV and MSO DEALER agrees to promptly pay and discharge any liens, claims or charges filed by or on the behalf of any of its employees, contractors, laborers, material suppliers or any other third party with whom MSO DEALER has engaged related to the provision of the services hereunder. DSI shall have the right to obtain injunctive relief in order to prevent MSO DEALER from breaching its obligations (or to obtain specific performance to compel MSO DEALER to perform its obligations) pursuant to this Section 2.12.

2.13 CUSTOMER SOLICITATION.

MSO DEALER shall not, solicit, induce or otherwise cause an active Commercial Subscriber to disconnect its DIRECTV Service and/or reconnect/reactivate its DIRECTV Service through a DIRECTV System purchased from MSO DEALER; provided, however, that no general solicitation containing a general offer to acquire the DIRECTV Service shall be deemed a solicitation, inducement or other cause for a DIRECTV Service disconnection.

2.14 UNAUTHORIZED RECEIPT.

MSO DEALER shall use commercially reasonable efforts to determine if Commercial Establishments are receiving any DIRECTV Services without proper authorization (an “Unauthorized Receipt”). If MSO DEALER verifies or reasonably suspects an Unauthorized Receipt, then MSO DEALER shall take reasonable steps to document such misuse in accordance with the Business Overview Manual and shall transmit such information and documentation to DSI/DIRECTV as promptly as possible. MSO DEALER shall take all steps related to the reporting of commercial misuse as DSI/DIRECTV may reasonably request.

3. RATES AND TERMS OF SERVICES.

3.1 RATES

DIRECTV may determine the content, pricing, terms and conditions of the National Commercial Offers, DIRECTV Service and DIRECTV Programming Packages, in its sole and absolute discretion. Except as expressly authorized by DSI in writing, MSO DEALER shall not (a) represent that the National Commercial Offers, DIRECTV Service or DIRECTV Programming Packages may be obtained on any different terms, rates or conditions, (b) impose additional or different terms and (c) offer customers any discount, rebate, or other material benefits in consideration for subscribing to them.

3.2 CHANGES.

DIRECTV may change the content, pricing, terms, conditions and availability of the National Commercial Offers, DIRECTV Service and DIRECTV Programming Packages, from time to time in its sole and absolute discretion. DSI shall notify MSO DEALER of such changes as soon as practicable. MSO DEALER shall promptly replace point of sale materials, if any, as necessary. Programming and Sales guide is available for viewing by DSI MSO Dealer at the DSI Public Web Site. https://www.dsisystemsinc.com/

3.3 MISREPRESENTATIONS.

If MSO DEALER misrepresents or fails to fully disclose any prices or other terms and conditions of the National Commercial Offers, DIRECTV Service, DIRECTV Systems or any DIRECTV Programming Packages, it shall reimburse DSI any amount which DSI is compelled, or in its reasonable judgment according to its standard practices decides, to pay or credit in compensation for such misrepresentation. In addition, DSI shall be entitled to offset any such payment or credit by DSI to MSO DEALER-Acquired Subscribers or others as a result of MSO DEALER’s misrepresentations or omissions against any amounts owed to MSO DEALER by DSI.

4. ORDERS FOR SERVICE AND NATIONAL COMMERCIAL OFFERS.

4.1 ORDERS; ORDER PROCEDURES.

MSO DEALER shall comply with the order procedures made available by DSI, as the same may be amended by DSI from time to time (the “Order Procedures”), for placing orders for the National Commercial Offer and any generally available DIRECTV Programming Packages and DIRECTV Systems (“Orders”), which Orders shall include information as required under the Order Procedures, including, but not limited to (i) contact/business information of the potential Commercial Subscriber (e.g., business name, address, telephone number, etc.); (ii) the number and types of DIRECTV Systems to be provided and (iii) the applicable DIRECTV Programming Packages. All Orders shall be subject to acceptance or rejection by DSI in its discretion.

4.2 NO FINANCING OR COLLECTION OF SUBSCRIPTION FEES.

Unless otherwise approved in writing by DSI, MSO DEALER shall not (a) provide financing for the leasing of the DIRECTV Systems, DIRECTV Service or DIRECTV Programming Packages, or (b) collect subscription fees or other moneys due to DSI/DIRECTV from MSO DEALER-Acquired Subscribers, and all subscription fees shall be billed directly to the MSO DEALER-Acquired Subscriber by DIRECTV.

4.3 NATIONAL COMMERCIAL OFFERS.

(a) Under the terms of this Agreement, in addition to any generally available DIRECTV Programming Packages, MSO DEALER may, promote, offer and consummate the national commercial offer(s) established by DSI/DIRECTV from time to time (the “National Commercial Offer(s)”), as described and is available for viewing by DSI MSO Dealer at the DSI Public Web Site. https://www.dsisystemsinc.com/ The National Commercial Offers will generally include promotional offers for potential and existing Commercial Subscribers whereby potential and existing Commercial Subscribers will be able to purchase DIRECTV Systems, with free standard installation included.

(b) DIRECTV may change, amend or discontinue any National Commercial Offers upon notice to MSO DEALER. DSI will use its commercially reasonable efforts to provide sufficient advance notice of any changes, amendments or discontinuation of any National Commercial Offers to enable MSO DEALER to make appropriate changes to its marketing, advertising and promotional materials and all communication made and disseminated to prospective customers.

(c) The Parties agree and acknowledge that other national commercial offers or other special offers may be made available by DIRECTV from time to time, but DSI is under no obligation to extend such offers to MSO DEALER.

(d The National Commercial Offers generally require a prospective Commercial Subscriber (i) to satisfy and meet the terms and conditions promulgated by DIRECTV from time to time and (ii) to make a programming commitment to a qualifying DIRECTV Programming Package. MSO DEALER shall provide or disclose any information, terms and conditions regarding the National Commercial Offers as directed or required by DIRECTV.

5. DIRECTV SYSTEM EQUIPMENT AND INSTALLATIONS.

5.1 GENERAL. MSO DEALER shall conduct all of its DIRECTV System installation, warranty, maintenance, and repair business for its own account.

5.2 APPROVED DIRECTV SYSTEM. All DIRECTV Systems offered for sale by MSO DEALER for use with DIRECTV Service must be compatible with the DIRECTV Service and manufactured by a supplier approved by DIRECTV. DSI shall notify MSO DEALER of such approved DIRECTV System suppliers and those authorized to distribute DIRECTV System equipment (the “Authorized DIRECTV Distributors”).

5.3 EQUIPMENT PROGRAMS.

(a) Receiver Purchases and Reimbursement MSO DEALER shall purchase DIRECTV Receivers from DSI Systems. Inc., an authorized DIRECTV Distributor, exclusively at prices mutually agreed upon between MSO DEALER and DSI; and with respect to all DIRECTV Receivers sold, DSI shall include PPCOMADJ (the “Prepaid Activation Adjustment Payments”) for each DIRECTV Receiver on the invoice received by MSO DEALER. All PPCOMADJ amounts are based upon an Activation occurring in connection with the applicable DIRECTV Receiver and are determined by DIRECTV. MSO Dealer agrees to activate each DIRECTV receiver purchased within 90 days and on a valid DIRECTV Commercial account. Upon completion of the provision of the Receivers to the MSO DEALER-Acquired Subscriber and the Activation of the MSO DEALER-Acquired Subscriber on a qualifying account, DSI shall reimburse MSO DEALER in the amounts designated at the DSI Public Web Site Center, as amended by DSI in its sole discretion from time to time (the “Receiver Reimbursement”) and on the payment and other terms and conditions set forth in at the MSO DEALER Center, which may be amended from time to time, upon notice to MSO DEALER. In lieu of remitting the applicable Receiver Reimbursement, DSI/DIRECTV may offset such amounts against any amounts owed by MSO DEALER to DSI hereunder. (b) Non-Receiver DSI/DIRECTV Hardware Reimbursement.

MSO DEALER shall purchase DIRECTV System equipment other than DIRECTV Receivers (the “System Hardware”) from DSI Systems, Inc., an authorized DIRECTV Distributors at prices mutually agreed upon between MSO DEALER and the DSI. Upon completion of the provision of the System Hardware to the MSO DEALER-Acquired Subscriber and the Activation of the MSO DEALER-Acquired Subscriber related to the System Hardware, DSI shall reimburse MSO DEALER in the amounts designated at the DSI Public Web Site Center, as amended by DSI in its sole discretion from time to time (the “System Hardware Reimbursement”) and on the payment and other terms and conditions set forth in at the MSO DEALER Center, which may be amended from time to time, upon notice to MSO DEALER. In lieu of remitting the applicable System Hardware Reimbursement for the System Hardware, DSI/DIRECTV may offset such amounts against any amounts owed by MSO DEALER to DSI hereunder.

5.4 INSTALLATION.

(a) MSO DEALER shall provide installation services to prospective MSO DEALER-Acquired Subscribers in accordance with the standard professional installation guidelines (the “SPIG”). MSO DEALER may obtain information about the SPIG through the DSI Public Web Page. DIRECTV reserves the right to change or amend the SPIG and update at its sole discretion.

(b) In connection with a sale of a National Commercial Offer to prospective MSO DEALER-Acquired Subscribers, MSO DEALER shall provide the standard professional installation at no cost to the prospective MSO DEALER-Acquired Subscribers.

(c) MSO DEALER may offer to provide additional installation-related services to prospective MSO DEALER-Acquired Subscribers (i.e., installation services beyond those that are covered by the standard professional installation with respect to all DIRECTV Systems units), at prices and terms that are reasonable and competitive with the prices and terms offered by DSI/DIRECTV and its other authorized DEALERS, whether provided in connection with the National Commercial Offers or any generally available DIRECTV Programming Packages.

6. MSO DEALER COMPENSATION.

6.1 PREPAID PROGRAMMING COMMISSIONS AND BONUS AMOUNTS. In consideration of MSO DEALER’s services in procuring Activations of certain DIRECTV Programming Packages and providing other services set forth herein for MSO DEALER-Acquired Subscribers, DSI shall pay MSO DEALER one-time Activation commissions in the form of prepaid programming commissions (“Prepaid Programming Commissions”) and bonus amounts (“Bonus Amounts”), in each case in the amounts and on the terms and conditions set forth in the Commission, and subject to the restrictions, chargeback terms and changes described in MSO DEALER COMPENSATION GUIDE. DSI MSO Rate Card, additional programming and pricing information and compensation guides are available for viewing by DSI MSO Dealer at the DSI Public Web Site. https://www.dsisystemsinc.com/ LOG IN and PASSWORD required

6.2 CONTINUING SERVICE COMMISSIONS.

(a) In consideration of MSO DEALER’s continuing support of promotion designed to procure new Commercial Subscribers, as well as MSO DEALER’s continuing service to MSO DEALER-Acquired Subscribers, DSI shall pay to MSO DEALER a monthly continuing service commission (the “Continuing Service Commission”), which shall be calculated based on the applicable percentage(s) of DIRECTV Programming Packages Sales Revenue for active MSO DEALER-Acquired Subscribers, as set forth in MSO DEALER COMPENSATION GUIDE. For administrative convenience, DSI may elect to pay Continuing Service Commissions based initially on billings for DIRECTV Programming Packages to MSO DEALER-Acquired Subscribers, subject to later adjustment and recapture of excess payments if receipts by DIRECTV are less than billings. MSO DEALER shall acquire no right to receive Continuing Service Commissions based on billings by reason of such practice. DSI may at any time recapture any such excess payments from MSO DEALER, by set-off or direct collection.

(b) MSO DEALER acknowledges that Continuing Service Commissions are not deferred commissions or otherwise paid for MSO DEALER’s procurement of Commercial Subscribers, but instead are paid for MSO DEALER’s continuing support of future Commercial Subscriber procurement efforts and MSO DEALER’s continuing services to MSO DEALER-Acquired Subscribers. Accordingly, DSI’s obligation to pay Continuing Service Commissions shall terminate upon the earliest to occur of any of the following events, as they relate to an individual MSO DEALER-Acquired Subscriber:

(i) the suspension of the MSO DEALER-Acquired Subscriber’s account for any reason, for any period of thirty (30) days or more;

(ii) the termination of the MSO DEALER-Acquired Subscriber’s account for any reason;

(iii) the termination or expiration of this Agreement for any reason; or

(iv) the Disassociation of the MSO DEALER-Acquired Subscriber from MSO DEALER due to MSO DEALER’s breach of this Agreement, including, but not limited to, MSO DEALER’s failure to meet the Service Response Requirements.

(v) The MSO DEALER does not activate one (1) new DIRECTV commercial account per calendar year

6.3 EXCEPTIONS.

As used herein, Prepaid Programming Commissions, Bonus Amounts and Continuing Service Commissions shall be referred to collectively as “Compensation.” MSO DEALER acknowledges that MSO DEALER’s failure to properly follow DSI’s Order Procedures can prevent any such Orders from being considered an Activation for purposes of earning Compensation, regardless of whether DIRECTV activates a DIRECTV Programming Package. DSI’s determination of whether DSIs Order Procedures have been properly observed shall be conclusive, absent manifest error.

(a) Notwithstanding anything to the contrary herein, DSI shall not be required to pay any Compensation for:

(i) any Commercial Establishment which is a National Account or Potential National Account

(ii) any Order canceled prior to the commencement of service;

(iv) any Order if a MSO DEALER-Acquired Subscriber’s DIRECTV Service to which such Order relates is terminated, canceled or disconnected (whether initiated by the MSO DEALER-Acquired Subscriber or DIRECTV) within thirty (30) days of the date of Activation; or

(v) any DIRECTV Programming Package sold to a residential household, residential consumer, multiple dwelling unit residential property owner or resident, satellite master antenna television delivered recipient or any other person or establishment that is not a Commercial Establishment; or

(vi) Orders for DIRECTV Programming Packages delivered to DSI after termination of this Agreement.

(b) DSI shall not be required to pay any Compensation on account of payments received by DIRECTV from MSO DEALER-Acquired Subscribers after the termination of this Agreement, except as provided in Section 13.1.

6.4 CHARGEBACKS.

All Prepaid Programming Commissions are based upon a full uninterrupted purchase of the DIRECTV Programming Package by the MSO DEALER-Acquired Subscriber, and are subject to chargeback if a Chargeback Event occurs within certain periods prescribed by DIRECTV (the “Chargeback Periods”), as set forth in Schedule 6.4. A “Chargeback Event” shall be deemed to have occurred if, during the applicable Chargeback Period (i) a MSO DEALER-Acquired Subscriber (whether initiated by the MSO DEALER-Acquired Subscriber or DIRECTV) terminates, cancels or disconnects DIRECTV Service, (ii) the MSO DEALER-Acquired Subscriber downgrades the DIRECTV Programming Package, or (iii) the MSO DEALER-Acquired Subscriber fails to pay DIRECTV for the DIRECTV Programming Package for which MSO DEALER was paid a Prepaid Programming Commission during the entire Chargeback Period. If a Chargeback Event occurs, DSI may chargeback to MSO DEALER all or a portion of the Prepaid Programming Commission in accordance with the chargeback rules, which may be amended from time to time by DIRECTV.

6.5 CHANGES.

MSO DEALER acknowledges that the market for multi-channel video and entertainment services is competitive and unpredictable and that DIRECTV may need to adapt its marketing cost structure to changing conditions from time to time. Accordingly, DSI may change the Prepaid Programming Commissions, Bonus Amounts, Continuing Service Commissions, Receiver Buydown Payments and any

other compensation or the terms and conditions of chargebacks at any time, and from time to time, in its discretion; provided that:

(a) DSI shall give MSO DEALER at least thirty (30) days prior notice of the effective date of any such change;

(b) a change in the Prepaid Programming Commissions and Bonus Amounts or the terms and conditions of chargebacks shall be effective only with respect to Orders transmitted to DSI after the effective date of the change;

(c) a change in the Continuing Service Commissions shall be effective only with respect to MSO DEALER-Acquired Subscriber payments received by DIRECTV after the effective date of the change (whether such payments are for Orders previously accepted by DIRECTV or for Orders accepted after the change); and

(d) MSO DEALER may terminate this Agreement by written notice to DSI, delivered no later than thirty (30) days after receipt of the change notice.

6.6 PAYMENT TERMS.

MSO DEALER shall provide information and execute any documents necessary to enable DSI to remit electronically any amounts payable to MSO DEALER in accordance with this Agreement. DSI reserves the right to withhold any amounts payable to MSO DEALER, until MSO DEALER has submitted such necessary documents. DSI shall pay MSO DEALER the Prepaid Programming Commissions and Bonus Amounts within sixty-five (65) days after the end of the accounting month in which the Activation occurs, as determined by DIRECTV. DSI shall pay MSO DEALER the Continuing Service Commissions within sixty-five (65) days after the end of the accounting month in which DIRECTV receives the applicable payment from a MSO DEALER-Acquired Subscriber, as determined by DIRECTV. In no event shall DSI be required to pay Compensation until such time as accrued unpaid amounts total at least $50. From time to time, DSI may make payments on a weekly or other basis. The Parties hereto agree and acknowledge that no expedited payments made by DSI shall obligate DSI to continue to do so or shall be construed to amend or modify the payment terms expressly set forth herein. In addition, in lieu of requiring MSO DEALER to remit to DSI any amounts collected by MSO DEALER on behalf of DSI/DIRECTV, DSI shall have the right to offset such amount against any Compensation payable to MSO DEALER. Any disputes regarding Compensation or any other amounts owed to MSO DEALER by DSI shall be submitted in writing to DSI no later than ninety (90) days of payment by DSI. MSO DEALER acknowledges that no reconciliation will be made following such 90-day period, and MSO DEALER hereby waives any claims regarding Compensation or any other amounts owed to MSO DEALER following such 90-day period. MSO DEALER shall have the right, once per calendar year, to request a schedule of the Compensation earned by MSO DEALER during the prior twelve month period.

6.7 SHARING COMPENSATION PROHIBITED.

MSO DEALER shall not rebate or share any Compensation with any other third party, including any authorized MSO DEALER or sales agent of DSI/DIRECTV. MSO DEALER may not combine any National Commercial Offer transactions with another agent/MSO DEALER/retailer. MSO DEALER acknowledges that any Orders submitted under another entity or person’s account number or through such other entity or person’s electronic interface with DSI shall not be credited to MSO DEALER for purposes of calculating Compensation

6.8 SET-OFFS BY DSI/DIRECTV.

If MSO DEALER receives any amounts to which it is not entitled hereunder, DSI may set-off such amount from sums otherwise owing to MSO DEALER, including Prepaid Programming Commissions and Bonus Amounts. In addition, DSI may set-off or recoup any amounts owed to it by MSO DEALER, or by MSO DEALER’s subsidiaries and affiliates, pursuant to this or any other agreement with DSI, and any damages suffered by DSI due to MSO DEALER’s breach hereof or other misconduct, against any amounts DSI owes to MSO DEALER. The foregoing does not limit DSI’s right to recover any unrecouped balance.

7. CONFIDENTIAL INFORMATION.

7.1 GENERAL.

(a) Except as otherwise provided for in this Agreement, without the express written consent of a Party (the “Providing Party”), which may be granted or withheld in the Providing Party’s sole discretion, the other Party (the “Receiving Party”) shall not use, other than as necessary to comply with the terms of this Agreement or exercise its rights under this Agreement, and shall not provide, disclose, make available, sell, transfer or otherwise convey to any third party, any Confidential Information, other than as set forth in this Section 7.1. “Confidential Information” shall mean any information, in whatever form (paper, computer files, oral statements, etc.), regarding the Providing Party’s intellectual property or any other confidential information of the Providing Party obtained by the Receiving Party in connection with this Agreement or the actions contemplated hereby, whether provided by the Providing Party, or derived independently by the Receiving Party or otherwise, including, without limitation (i) all DIRECTV Subscriber Information (which shall be considered “DSI Confidential Information”); (ii) all information regarding MSO DEALER-Acquired Subscribers other than DIRECTV Subscriber Information and other than publicly available information (which shall be considered “MSO DEALER’s Confidential Information”); (iii) all market information and studies and marketing information; and (iv) all of the written data, summaries, reports, other proprietary information, trade secrets and information of all kinds, acquired, devised or developed in any manner pursuant to this Agreement. Immediately upon the Providing Party’s written request (which request the Providing Party may make, as a specific or general request, in its sole discretion at any time up to one year after the last day of the Term), the Receiving Party shall provide to the Providing Party (or destroy and certify such destruction if the Providing Party so requests in writing) all requested Confidential Information (and all copies and embodiments thereof).

(b) In addition, the Parties agree that, except as otherwise provided for in this Agreement, they and their employees have and will maintain in confidence the terms and provisions of this Agreement, as well as all of the Confidential Information of the other Party and that they have not and will not reveal the same to any persons not employed by the other Party, except: (i) at the written direction of the other Party; (ii) to the extent necessary to comply with applicable law or the valid order of a court of competent jurisdiction or in connection with any arbitration proceeding, in which event the disclosing Party shall so notify the other Party as promptly as practicable of such disclosure, shall allow the other Party the reasonable opportunity to participate in any meetings or court proceedings regarding the disclosure of such information and shall seek confidential treatment of any such information that is disclosed and; (iii) as part of its normal reporting or review procedure to its parent company, its auditors and its attorneys, if such parent company, auditors and attorneys agree to be bound by the provisions of this Section 7.1 (or are professionally bound to confidentiality obligations); (iv) in order to enforce any of its rights pursuant to this Agreement; (v) to current or potential investors, insurers or financing entities or in connection with any merger, acquisition, sale or public offering; provided, however, that the persons to whom the disclosure is made as described above agree to be bound by the provisions of this Section 7.1 (or are professionally bound to confidentiality obligations); provided, however, that, DIRECTV Subscriber Information may only be disclosed in accordance with Section 7.2; (vi) if, prior to the time of disclosure, the Confidential Information is in the public domain or is otherwise rightfully known without confidentiality obligations by the Receiving Party; or (vii) after the Confidential Information becomes part of the public domain through no fault of the Receiving Party.

7.2 DIRECTV SUBSCRIBER INFORMATION.

As between MSO DEALER and DSI, DIRECTV owns all rights, title and interest, including, without limitation, all intellectual property rights, in and to all DIRECTV Subscriber Information. MSO DEALER acknowledges and agrees that all DIRECTV Subscriber Information is proprietary to DIRECTV and shall be treated with at least the same degree of care by MSO DEALER as MSO DEALER uses to treat its own subscriber information. MSO DEALER further agrees that it will comply with DSI/DIRECTV’s policies, procedures and obligations regarding the protection and privacy of DIRECTV Subscriber Information, and agrees to indemnify DSI/DIRECTV for MSO DEALER’s breach of such policies, procedures and obligations.

7.3 SECURITY PROGRAM AND IDENTITY THEFT.

As a wholly owned subsidiary of AT&T, Inc.,DIRECTV and its customers, operators, suppliers, affiliates and agents are bound by AT&T’s DEALER Information Security Requirements (“DISR”). MSO DEALER shall comply with all applicable provisions of the DISR as contained in Schedule 7.3 of this Agreement. MSO DEALER further agrees to comply with the terms and conditions of DISR, as may be changed from time-to-time by AT&T and/or DIRECTV in their sole discretion. MSO DEALER shall cooperate fully with AT&T and DSI/DIRECTV, including by completing checklists or similar documentation, to ensure that Subscriber Information, AT&T and/or DIRECTV Derived Information, Software and/or computer systems MSO DEALER develops, designs, supports and/or uses under this Agreement comply with the standards and requirements set forth in DISR. MSO DEALER shall protect DSI/DIRECTV customer data by establishing, implementing and maintaining (i) a comprehensive written information security program reasonably designed to protect the security, confidentiality and integrity of DIRECTV customer data; and (ii) a written program for combating identity theft in connection with MSO DEALER’s use of DIRECTV customer data, either as a component of its information security program or on a stand-alone basis.

7.4 DIRECTV DATA AND DERIVED DATA (BIG DATA).

As a wholly owned subsidiary of AT&T, Inc., DIRECTV and its operators, suppliers and agents are bound by AT&T’s policies regarding the collection, utilization, storage, handling of and disposal of confidential DIRECTV information, DSI/DIRECTV employee or DIRECTV customer information. MSO DEALER shall comply with the following DSI/DIRECTV Data and Derived Data Policy.

(a) Definitions.

i. “AT&T Data Assets” means data to which MSO DEALER has access to in connection with this Agreement that is either from or regarding DSI/DIRECTV, AT&T, AT&T and/or DIRECTV customers or AT&T’s and/or DIRECTV’s network; provided, however, that the term “AT&T Data Assets” does not include any data that came to be in the possession or control of MSO DEALER by a lawful manner outside the scope of this Agreement and independent of MSO DEALER’s relationship with DSI/DIRECTV and/or AT&T, including customer data obtained by MSO DEALER to provide services outside the scope of this Agreement, even if such data is otherwise identical to AT&T Data Assets and even if the source of such data was an AT&T or DSI/DIRECTV customer. Notwithstanding the forgoing, MSO DEALER shall otherwise comply with the relevant provisions of this Agreement.

ii. “AT&T Derived Information” means information that MSO DEALER

derives by processing AT&T Data Assets, either alone or in combination with other data.

(b) Rights and Obligations.

i. AT&T Derived Information

1. Prohibitions. Except as expressly permitted in or required by this Agreement, MSO DEALER (which, for purposes of this clause, includes MSO DEALER’s affiliates, agents, suppliers and contractors) is prohibited from the following:

A. Processing, using or disclosing AT&T Data Assets, or B. Creating, processing, using or disclosing AT&T Derived Information.

2. Notice. MSO DEALER shall promptly notify DSI if MSO DEALER reasonably believes that any of the Prohibitions in this subsection may have been violated.

3. Rights & Ownership. Except as expressly provided to the contrary in this Agreement, as between DSI/DIRECTV and MSO DEALER, DIRECTV owns all rights in and to AT&T Data Assets and AT&T Derived Information. MSO DEALER hereby assigns to DIRECTV all right, title and interest it may have in such AT&T Derived Information. Further, upon DSI/DIRECTV’s request, MSO DEALER shall promptly provide all or any requested portion of such AT&T Derived Information and provide written certification within fifteen (15) business days to DSI that such AT&T Derived Information has been returned. DSI is not transferring or granting to MSO DEALER any right, title, or interest in or to (or granting to MSO DEALER any license or other permissions in or to) any or all AT&T Derived Information, including any right by MSO DEALER to use the AT&T Derived Information.

4. Destruction. Except as expressly prohibited by law, within ten (10)

business days of the later of the expiration or termination of this Agreement or the completion of any requested termination assistance services, MSO DEALER shall destroy any and all AT&T Data Assets or AT&T Derived Information including any copies remaining in MSO DEALER’s possession or under MSO DEALER’s control, and deliver to DSI written certification of such destruction signed by an authorized representative of MSO DEALER.

(c) AT&T Data Assets – Savings Clause. With regard to the types of data within the definition of AT&T Data Assets, this section is intended to supplement, but not to amend or alter, the other applicable provisions of this Agreement (e.g., provisions related to AT&T Information, Customer Information, DISR, Restricted Activities, etc.).

(d) Applicability. The provisions of this Section shall apply to all AT&T Data Assets and AT&T Derived Information, regardless of whether such data and information was first received, collected, or created by MSO DEALER before, on, or after the Effective Date of this Agreement. MSO DEALER agrees to comply with the terms and conditions of the DIRECTV Data and Derived Data Policy, as may be changed from time-to-time by DIRECTV and/or AT&T in their sole discretion and without requiring MSO DEALER’s written consent.

8. INSURANCE.

MSO DEALER shall maintain in force, during the Term (as defined below) of this Agreement, policies of insurance issued by reputable carriers, covering insurable risks for all activities in connection with this Agreement (e.g., sales, installation, automobile, general liability, worker’s compensation, etc.) and with limits specified by DSI/DIRECTV. Such policies shall name DSI Systems, Inc as an additional insured and shall provide for thirty (30) days prior written notice to DSI of any material modification, cancellation, or

expiration of each policy. MSO DEALER shall deliver certificates of insurance to DSI evidencing such uninterrupted coverage, upon DSI request. MSO DEALER’s insurance requirements are contained in Schedule 8 to this Agreement. MSO DEALER’S insurance obligations may be changed, modified or amended by DSI, in its sole discretion, from time to time without MSO DEALER’s consent.

9. INTELLECTUAL PROPERTY.

(a) DSI/DIRECTV shall provide MSO DEALER with a logo and trademark usage manual, as amended by DSI/DIRECTV from time to time in its discretion ( the “Usage Manual”), that specifies the permitted uses of DSI/DIRECTV’s service marks, trademarks, and other commercial symbols (the “Marks”). MSO DEALER may use the Marks only in accordance with the provisions of this Agreement and the Usage Manual. MSO DEALER shall not use any logo, trademark, service mark or trade name of any supplier of DSI/DIRECTV (including, without limitation, entities providing programming to DSI/DIRECTV) for any purpose, except as expressly permitted by such supplier. MSO DEALER shall not acquire any right to any goodwill, Mark, copyright, or other form of intellectual or commercial property of DSI/DIRECTV, except for the limited use rights expressly granted herein.

(b) MSO DEALER shall strictly comply with any and all written instructions from DSI/DIRECTV with respect to use of the Marks.

(c) MSO DEALER agrees to maintain separate brand identities for the MSO DEALER trademarks and the Marks.

(d) MSO DEALER shall not use the Marks or DSI/DIRECTV name in any manner outside the scope of this Agreement, without the prior written approval of DSI/DIRECTV.

(e) MSO DEALER admits the validity of each Mark and acknowledges that each Mark is a valuable asset of DSI/DIRECTV. MSO DEALER agrees not to challenge the title or any rights of DSI/DIRECTV in and to any of the Marks, either during or after the Term of this Agreement. MSO DEALER also agrees that any and all rights and goodwill that may arise by the use of the Marks by MSO DEALER shall inure to the sole benefit of DSI/DIRECTV, and MSO DEALER shall at no time assert any claim or acquire any rights therein. MSO DEALER agrees to execute all papers reasonably requested by DSI/DIRECTV to effect further registration, maintenance and renewal of the Marks. MSO DEALER shall not use the Marks, or any part thereof, as part of MSO DEALER’s corporate name, logo or internet/website addresses (url, domain name, etc.), or use any names, logos, internet/website addresses (url, domain name, etc.) or marks confusingly similar to the Marks.

(f) MSO DEALER agrees that in using any of the Marks, it will not in any way represent that it has any right, title or interest in the Marks other than those expressly granted under this Agreement. MSO DEALER further agrees not to register or attempt to register in any country any name or mark, in whole or in part, resembling or confusingly similar to any of the Marks (including registration of domain names, internet/website addresses, etc.). MSO DEALER shall immediately abandon any such application or registration or, at DSI/DIRECTV’s sole discretion, assign it to DSI/DIRECTV. Without limiting any other remedy available to DSI/DIRECTV, MSO DEALER shall reimburse DSI/DIRECTV for all the costs and expenses incurred in any opposition, cancellation or related legal proceedings, including attorney’s fees, initiated by DSI/DIRECTV or its authorized representative, in connection with any such registration or application.

(g) MSO DEALER agrees that MSO DEALER is not authorized to represent DIRECTV/DSI in any sales event or trade show.

10. ASSIGNMENT.

10.1 ASSIGNMENT BY DSI

DSI may assign its rights, or delegate its duties, or both, in whole or in part, for any reason and without MSO DEALER’s consent, to any present or future affiliate of DSI; to any lender providing financing to DSI; or to any third party that assumes the operation of or otherwise acquires any substantial portion of the business of DSI affected by this Agreement.

10.2 ASSIGNMENT BY MSO DEALER. This Agreement is made by DSI in reliance on the financial, business and personal reputation of MSO DEALER (as represented by MSO DEALER) and its ownership and management. Accordingly, this Agreement may not be assigned, pledged, encumbered or otherwise transferred by MSO DEALER in any manner whatsoever. Any purported or attempted assignment, encumbrance, pledge or transfer in violation of this Section 10.2 shall be deemed to be null and void, and this Agreement shall be automatically terminated in the event of such purported or attempted assignment, encumbrance, pledge or transfer.

11. TERM.

The initial term of this Agreement shall commence on the Effective Date hereof and shall continue, unless terminated in accordance herewith, until the one year anniversary of the Effective Date (the “Initial Term”). Except as provided below, the term shall automatically renew, upon the same terms and conditions, for an unlimited number of successive renewal terms of one (1) year each (each, a “Renewal Term” and together with the Initial Term, the “Term”).

12. TERMINATION.

This Agreement shall be terminable upon the following conditions:

12.1 TERMINATION WITHOUT CAUSE. The Parties acknowledge that due to the unpredictable nature of the multi-channel video/entertainment service business, each wishes to be able, with certainty, to terminate its commitments herein at any time. Accordingly, either Party may terminate this Agreement at any time for any or no cause, reason or justification, upon at least thirty (30) days prior written notice to the other stating its intention to terminate. THE PARTIES ACKNOWLEDGE AND ACCEPT THE RISK INHERENT IN THE FOREGOING PROVISION.

12.2 IMMEDIATE TERMINATION. In addition to any other rights hereunder, DSI may terminate this Agreement effectively immediately upon written notice to MSO DEALER, without opportunity to cure, if MSO DEALER (a) knowingly misrepresents the DIRECTV Service or DIRECTV Programming Packages or otherwise materially misleads potential Commercial Subscribers as to their content, rates or terms; (b) violates any law; (c) breaches or violates any of Sections 1.2(c), 1.4, 2.1, 2.4, 2.5, 2.6 2.7, 2.9, 2.12, 3.1, 4.2, 7.3, 7.4, 8, 9 or 15; (d) breaches or violates any portion of any Policies promulgated by DSI; (e) knowingly uses or discloses any Confidential Information in violation of Sections 7.1 or 7.2; (f) fails to submit, within any six (6) month period, at least one (1) Order that is accepted as New Activations by DSI/DIRECTV or (g) otherwise commits a material breach hereof, which by its terms or nature is not curable.

12.3 BREACH BY MSO DEALER. Except as otherwise provided herein, DSI may terminate this Agreement immediately upon written notice if MSO DEALER fails to cure a breach of any material obligation hereunder which is curable, within thirty (30) days after written notice specifying such breach.

12.4 BREACH BY DSI. Except as otherwise provided herein, MSO DEALER may terminate this Agreement immediately upon written notice if DSI/DIRECTV fails to cure a breach of any material obligation hereunder which is curable, within thirty (30) days after written notice specifying such breach.

12.5 BANKRUPTCY OR CESSATION OF BUSINESS. Subject to applicable law, this Agreement shall terminate automatically upon either Party’s cessation of business, election to dissolve, dissolution, insolvency, failure in business, commission of an act of bankruptcy, general assignment for the benefit of creditors, any levy, garnishment, attachment or foreclosure, or the enforcement of any of the rights of a

secured creditor of MSO DEALER or DSI or the filing of any petition in bankruptcy or for relief under the provisions of the bankruptcy laws. The Parties agree and acknowledge that upon filing of relief under the provision of the bankruptcy laws, MSO DEALER is and will be unable to perform the obligations under this Agreement. Accordingly, notwithstanding any protection afforded under applicable bankruptcy laws, MSO DEALER agrees, accepts and acknowledges that DSI may seek relief from automatic stay or otherwise, and upon lifting of such stay, DSI shall be entitled to immediate termination of this Agreement.

13. RIGHTS AND OBLIGATIONS UPON TERMINATION OR CANCELLATION.

13.1 COMPENSATION.

DSI shall pay to MSO DEALER, after the termination hereof, (a) any unpaid Compensation which was earned by MSO DEALER prior to termination in accordance herewith, (b) Prepaid Programming Commissions and Bonus Amounts owing for Orders which MSO DEALER properly delivered to DSI prior to termination, provided such Orders are accepted as Activations by DIRECTV within thirty (30) days of the termination or the expiration date and (c) any Continuing Service Commissions for amounts which are owing but unpaid by MSO DEALER-Acquired Subscribers as of termination, provided such payments are received by DSI within thirty (30) days after termination. DSI may in its discretion withhold payment of Prepaid Programming Commissions and Bonus Amounts, in whole or in part, until they are fully earned as herein provided. WITHOUT LIMITATION, MSO DEALER IS NOT ENTITLED TO ANY COMPENSATION WHATSOEVER FOR ORDERS WHICH ARE NOT DELIVERED TO DSI, AS HEREIN REQUIRED, PRIOR TO THE EFFECTIVE DATE OF TERMINATION, EVEN IF ORDERS DELIVERED AFTER TERMINATION RESULT IN ACTIVE SUBSCRIPTIONS TO DIRECTV SERVICE.

13.2 OBLIGATIONS OF MSO DEALER.

Upon termination or expiration of this Agreement for any reason, MSO DEALER shall immediately cease using and shall, upon request of DSI, deliver to DSI or destroy and certify such destruction promptly upon request (a) any unused DSI sales/lease related literature; (b) all originals and copies of completed and uncompleted Order forms and applications; (c) all forms, directives, policy manuals and other written information and materials supplied to it by DSI pursuant to this Agreement or which contain DIRECTV’s Marks and (d) all Subscriber Information. On termination, MSO DEALER shall immediately discontinue all activities related to the promotion of the National Commercial Offers and DIRECTV Service, the sales of DIRECTV Programming Packages and all use of DSI/DIRECTV’s Trade Secrets and shall cease to identify itself as an authorized MSO DEALER for DIRECTV Service or otherwise affiliated in any manner with DSI/DIRECTV. Because of the difficulty in establishing the improper use of customer lists and other Trade Secrets, MSO DEALER agrees that for a period of two (2) years after termination, it shall not, on behalf of any other provider of audio/video multichannel video/entertainment programming services or equipment or on its own behalf, solicit any Commercial Subscriber who was procured by MSO DEALER and is a Commercial Subscriber as of such termination date.

13.3 WAIVER OF CLAIMS.

EACH PARTY WAIVES ANY RIGHT TO COMPENSATION AND DAMAGES IN CONNECTION WITH THE PROPER TERMINATION OF THIS AGREEMENT IN ACCORDANCE HEREWITH, TO WHICH IT MIGHT OTHERWISE BE ENTITLED UNDER ANY APPLICABLE LAW. BY WAY OF EXAMPLE, NEITHER PARTY SHALL HAVE ANY RIGHT, BASED ON SUCH TERMINATION, TO ANY PAYMENT FOR LOST BUSINESS, FUTURE PROFITS, LOSS OF GOODWILL, REIMBURSEMENT OF EXPENDITURES OR INVESTMENTS MADE OR COMMITMENTS ENTERED INTO, ADVERTISING COSTS, OVERHEAD OR OTHER COSTS INCURRED OR ACQUIRED BASED UPON THE BUSINESS DERIVED OR ANTICIPATED UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT.

13.4

SURVIVAL. The covenants and conditions herein which, by their terms or nature, extend beyond the termination or expiration of this Agreement, shall survive such termination or expiration until fully performed including, but not limited to, indemnification, confidentiality obligations and exclusivity obligations, as otherwise provided herein.

14. FORCE MAJEURE

Neither Party shall be liable for any loss, damage, cost, delay, or failure to perform in whole or in part resulting from causes beyond such Party’s control, including but not limited to, fires, strikes, insurrections, riots, or requirements of any governmental authority.

15. INDEPENDENT CONTRACTOR RELATIONSHIP.

MSO DEALER is an independent contractor authorized during the term hereof to market and promote the DIRECTV Service and to solicit Orders for DIRECTV Programming Packages as a commissioned commercial MSO DEALER. MSO DEALER is not a partner, franchisee, or employee of DSI/DIRECTV for any purpose whatsoever. MSO DEALER hereby represents and warrants to DSI/DIRECTV that:

1. MSO DEALER is engaged in an independent business and, except as specifically provided herein, shall perform all obligations under this Agreement as an independent contractor and not as the agent or an employee of DSI/DIRECTV;

2. MSO DEALER personnel performing services shall be considered solely the employees of MSO DEALER and not employees of DSI/DIRECTV;

3. MSO DEALER has and retains the right to exercise full control of and supervision over the performance its services and full control over the employment, direction, assignment, compensation, and discharge of all personnel performing such services;

4. MSO DEALER is solely responsible for all matters relating to compensation and benefits for all of MSO DEALER personnel who perform services. This responsibility includes (i) timely payment of compensation and benefits, including, but not limited to, overtime pay, medical, dental, and any other benefit, and (ii) all matters relating to compliance with all employer obligations to withhold employee taxes, pay employee and employer taxes, and file payroll tax returns and information returns under local, state and federal income tax laws, unemployment compensation insurance and state disability insurance tax laws, social security and Medicare tax laws, and all other payroll tax laws or similar laws with respect to all MSO DEALER personnel providing services;

5. MSO DEALER shall indemnify, hold harmless and defend DSI/DIRECTV from all losses related to MSO DEALER failure to comply with the immediately preceding paragraph in accordance with the Section entitled “Indemnification.” MSO DEALER shall comply with the requirements of Schedule 15 entitled Background Checks.

a. MSO DEALER shall ensure that all individuals who provide services pursuant to this Agreement execute an “Agreement Regarding Non-Employment Status with DSI/DIRECTV” in the form attached hereto as Schedule 15(a), and shall deliver any such executed copy to DSI/DIRECTV upon request.

b. MSO DEALER shall maintain copies of the “Agreement Regarding Non-Employment Status with DSI/DIRECTV” for each current MSO DEALER employee performing services for DSI/DIRECTV for a minimum of one (1) year after termination of employment or engagement with MSO DEALER or reassignment by MSO DEALER to another job unrelated to MSO DEALER’s provisioning of services to DSI, and shall keep these records at MSO DEALER’s principal place of business. Once per calendar year DSI may, during regular business hours (9 a.m. to 5 p.m.), review such records to verify MSO DEALER’s

compliance with this section, provided, however, such review may occur more than once per year following if either: (1) a previous finding of noncompliance by MSO DEALER in the previous 18 months; or (2) upon information or good faith belief that noncompliance by MSO DEALER is presently occurring. All reasonable out-of-pocket costs and expenses incurred by DSI in connection with a DSI audit under this section shall be paid by DSI. MSO DEALER shall be solely responsible for all costs and expenses incurred by MSO DEALER in connection with its obligations under this section. If after an audit DSI determines, in its sole discretion, that MSO DEALER has not complied with its obligations under this section, then DSI may consider MSO DEALER’s noncompliance as an incurable material breach and exercise its termination rights under Section 12.2 of the Agreement.

c. The provisions of this Agreement are for the benefit only of the Parties hereto, and no third party may seek to enforce, or benefit from, these provisions. This Section 15 shall survive the termination or expiration of this Agreement.

16. INDEMNIFICATION.

Except as provided below, each Party shall defend and indemnify the other, its affiliates and their respective employees, officers, and directors from and against any and all third party claims and resulting damages, costs, and other liabilities arising out of the indemnifying party’s breach or alleged breach of its representations, warranties, covenants or obligations under this Agreement, negligence, or other wrongful conduct. MSO DEALER shall defend and indemnify DSI/DIRECTV from any claims of third parties for compensation or damages arising out of the termination of this Agreement or of MSO DEALER’s ability to take Orders for DIRECTV Programming Packages. DSI/DIRECTV shall not be required to indemnify MSO DEALER with respect to the content of any programming (including without limitation claims relating to trademark, copyright, music, music performance and other proprietary interests) unless and solely to the extent of any applicable pass-through indemnification provided to DIRECTV by the providers of such programming. MSO DEALER WAIVES ANY RIGHT TO INDEMNIFICATION ARISING OUT OF THE CONSTRUCTION, USE AND/OR OPERATION OF DIRECTV’S SATELLITE(S) AND RELATED BROADCAST/SATELLITE SYSTEMS.

Without limiting the foregoing provision of this section, MSO DEALER also agrees to indemnify, hold harmless and defend DSI/DIRECTV, its parent(s) and affiliates, and their agents and employees in the event that any federal, state or local governmental agency or any of MSO DEALER’s current or former applicants, agents, employees or subcontractors, or agents or employees of MSO DEALER’s subcontractors assert claims arising out of the employment relationship with MSO DEALER, or otherwise with respect to performance under this Agreement, including but not limited to claims, charges and actions arising under Title VII of the Civil Rights Act of 1964, as amended, The Equal Pay Act, the Age Discrimination in Employment Act, as amended, The Rehabilitation Act, the Americans with Disabilities Act, as amended, the Fair Labor Standards Act, the Family and Medical Leave Act, Workers’ Compensation laws, the National Labor Relations Act and any other applicable federal, state or local Laws. MSO DEALER’s duties to indemnify, hold harmless and defend DSI/DIRECTV under this section include, but are not limited to, any liability, cause of action, lawsuit, penalty, claim or demand, administrative proceeding in which DSI/DIRECTV or its parent(s) or affiliates is named as or alleged to be an “employer” or “joint employer” with the MSO DEALER. The foregoing indemnity obligation shall be in addition to any other indemnity obligations of MSO DEALER set forth in this Agreement.

17. LIMITATION OF LIABILITY.

NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OF THE OTHER PARTY, WHETHER FORESEEABLE OR NOT, HOWEVER CAUSED, BASED ON ANY THEORY OF LIABILITY. IN NO EVENT SHALL DSI/DIRECTV’S DAMAGES TO MSO DEALER UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR DUE TO MSO DEALER FOR THE SALE OF DIRECTV PROGRAMMING PACKAGES DURING THE PREVIOUS 12-MONTH PERIOD. NOTHING HEREIN SHALL LIMIT THE PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 16 ABOVE.

18. MISCELLANEOUS.

18.1 LAWS. This Agreement has been entered into in the State of California and all issues with respect to the construction of this Agreement and the rights and liabilities of the Parties shall be governed by the laws of the State of California, without regard to its conflicts of law rules.

18.2 INTEGRATION. This Agreement replaces any prior agreement, understanding and commitment between the Parties regarding MSO DEALER’s appointment and performance as a commissioned commercial MSO DEALER for DSI. MSO DEALER is not relying on any oral or written statements or representations made by any DSI employee or representative regarding such matters other than those expressly set forth herein.

18.3 COMPLIANCE. This Agreement is subject to changes necessary to comply with the laws, orders, consent decrees, or regulations of local, state, and federal regulatory agencies with jurisdiction over DIRECTV Service in any applicable area, market or territory or over MSO DEALER’s activities. DSI/ may take any action it determines is reasonably necessary to comply with these laws, orders, consent decrees, and regulations. MSO DEALER shall comply with all applicable laws, orders, consent decrees, rules and regulations of all judicial and/or local, state, and federal regulatory agencies and will not take any action inconsistent with DSI efforts, and must cooperate with DSI before any regulatory authorities.

18.4 EXPENSES. Each party shall pay all of its costs and expenses under this Agreement and shall be solely responsible for the acts and expenses of its own agents and employees.

18.5 AMENDMENTS. Any modification of this Agreement must be in writing and signed by both Parties, except as otherwise expressly provided herein. MSO DEALER acknowledges that the Policies promulgated by DSI, the changes to DIRECTV’s Security Program and Identity Theft polices (including DISR), the changes to the DIRECTV Data And Derived Data (Big Data) policy, the changes to Compensation, the changes to the National Commercial Offers, any changes to the System Hardware Reimbursement and Receiver Buydown program, the modifications to the Order Procedures, and any other changes as permitted herein, do not constitute modifications requiring MSO DEALER’s written consent.

18.6 AUTHORIZATION; CAPACITY. MSO DEALER represents that the execution, delivery and performance of this Agreement have been duly authorized, that it has the full right, power, and authority to execute, deliver and perform this Agreement, and that such execution, delivery and performance do not and will not conflict with any agreement, instrument, order, judgment or decree to which MSO DEALER is a party or by which it is bound.

18.7 NO IMPLIED WAIVERS. The failure of either Party to require the performance by the other of any provision of this Agreement shall not affect in any way the right to require such performance at any later time nor shall the waiver by either Party of a breach of any provision hereof be deemed a waiver of such provision.

18.8 NOTICES. Any notice or other written communication required or permitted to be given by this Agreement shall be deemed given (a) when personally delivered or delivered by Federal Express; (b) when telecopied (with confirmation of delivery); (c) when electronically delivered (e.g., e-mails, communication through the DSI Public Web Site, internet, etc.) (with confirmation of proper transmission to the recipient or the communication was read/received/accessed by the recipient, whichever is earlier); or (d) three (3) business days after it has been sent by United States first-class, certified or registered mail, postage prepaid, properly addressed to the addresses set forth below the signatures herein. Each Party shall provide a minimum of ten (10) days advance written notice to the other in the event of any address or telephone change.

18.9 INVALID OR UNENFORCEABLE PROVISIONS. If any provision of this Agreement is determined to be invalid or unenforceable, the provision shall be deemed severed from the remainder, which shall remain enforceable. If any provision of this Agreement does not comply with any law, ordinance or regulation of any governmental or quasi-governmental authority, now existing or hereinafter

enacted, such provision shall to the extent possible be interpreted in such a manner so as to comply with such law, ordinance or regulation, or if such interpretation is not possible, it shall be deemed amended, to satisfy the minimum requirements thereof.

18.10 GOVERNMENTAL APPROVALS. This Agreement shall be subject to all necessary approvals of local, state and federal regulatory agencies.

18.11 TAXES. Any taxes asserted against MSO DEALER or DSI/DIRECTV by any governmental authority as a result of this Agreement shall be the responsibility of the Parties as follows: (a) MSO DEALER shall be responsible for any taxes or levies arising out of its performance hereunder, with the exception of any sales tax as to which DSI/DIRECTV has provided MSO DEALER the appropriate rate and MSO DEALER has forwarded such amount to DSI; and (b) each Party shall be responsible for any taxes related to its income derived hereunder.

18.12 AFFORDABLE CARE ACT REQUIREMENT. For purposes of the Affordable Care Act (ACA), and in particular for purposes of Section 4980H of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, with respect to each individual provided by MSO DEALER to work on DSI/DIRECTV (and/or AT&T) project(s) for at least thirty (30) hours per week for at least ninety (90) days, whether consecutive or not, MSO DEALER represents and warrants that it or one of its subcontractors is the common law employer of such individual and shall be responsible for either providing healthcare coverage as required by the ACA (to the extent applicable) or for paying any Section 4980H assessable payments that may be required for failure to provide to such individual: (a) health care coverage, or (b) affordable healthcare coverage, MSO DEALER is required to maintain for a period of ten (10) years information to show compliance with the ACA notwithstanding any other provision in this Agreement to the contrary. Alternatively, MSO DEALER represents and warrants that there are no individuals provided by MSO DEALER to work on DSI/DIRECTV (and/or AT&T) project(s) for at least thirty (30) hours per week for at least ninety (90) days, regardless of whether consecutive. 18.13 ARBITRATION.

(a) Any dispute or claim arising out of the interpretation, performance, or breach of this Agreement, including without limitation claims alleging fraud in the inducement, shall be resolved only by binding arbitration, at the request of either Party, in accordance with the rules of JAMS, modified as herein provided. The arbitrators shall be, to the fullest extent available, either retired judges or selected from a panel of persons trained and expert in the subject area of the asserted claims. If the claim seeks damages of less than $250,000, one arbitrator shall decide it. Unless agreed to by the Parties, in all other cases, each Party shall select one arbitrator, who shall jointly select the third arbitrator. If for any reason a third arbitrator is not selected within one month after the claim is first made, the third arbitrator shall be selected in accordance with the rules of JAMS. The arbitrators shall apply California substantive law to the proceeding, except to the extent Federal substantive law would apply to any claim. The arbitration shall be conducted in Los Angeles, California. An award may be entered against a Party who fails to appear at a duly noticed hearing. The arbitrators shall prepare in writing and provide to the Parties an award including factual findings and the reasons on which their decision is based. The arbitrators shall not have the power to commit errors of law or legal reasoning, and the award may be vacated or corrected on appeal to a court of competent jurisdiction for any such error. The Parties agree and acknowledge that no class arbitration shall be permissible hereunder. If, however, applicable law would find this Agreement to dispense with class arbitration procedures unenforceable, then this entire Section 18.13 is unenforceable. The decision of the arbitrators may be entered and enforced as a final judgment in any court of competent jurisdiction. The Parties shall share equally the arbitrator’s fees and other costs of the arbitration.

(b) Notwithstanding the foregoing, the following shall not be subject to arbitration and may be adjudicated only by the Los Angeles County, California Superior Court or the U.S. District Court for the Central District of California:

(i) any dispute, controversy, or claim relating to or contesting the validity of DSI/DIRECTV’s right to offer DIRECTV Service to the public or any of DSI/DIRECTV’s Trade Secrets or Marks;

(ii) the request by either Party for preliminary or permanent injunctive relief, whether prohibitive or mandatory, or provisional relief such as writs of attachments or possession; and

(iii) any dispute involving a violation of the Communications Act of 1934, 47 U.S.C. §§ 605, the Digital Millennium Copyright Act, 17 U.S.C. § 1201, the Electronic Communications Privacy Act, 18 U.S.C. §§ 2510-2521, or any other statement or law governing theft of service.

(c) This Section 18.13 and any arbitration conducted hereunder shall be governed by the United States Arbitration Act (9 U.S.C. Section 1, et seq.). The Parties acknowledge that the transactions contemplated by this Agreement involve commerce, as defined in said Act. This Section 18.13 shall survive the termination or expiration of this Agreement.

18.14 ATTORNEYS’ FEES. In the event of any litigation or arbitration between the Parties with respect to this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees and costs of litigation, as the court or tribunal may determine.

[signature page follows]

18.15 COUNTERPARTS.

This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute but one and the same instrument. The Parties also agree that this Agreement shall be binding upon the faxing by each Party of a signed signature page thereof to the other Party.

[ELECTRONIC SIGNATURE DSI SYSTEMS, INC. By: Date: Address: DSI SYSTEMS, INC. 3601 109th Street Des Moines, IA 50322 Facsímile No.: (310) 535-5499 _______________________________________________ [MSO DEALER NAME] By: Date: (signature) Name: Title: (e.g., President, Principal, Owner, etc.) Location Address:

Mailing Address: (if different)

Facsimile No.: Telephone No.: Federal Tax I.D.: Social Security Number: (if applicable) E-Mail Address of Authorized Representative: Check One:

� Sole Proprietor � Partnership � Corporation � Limited Liability Company

NOTE: PLEASE ATTACH W-9, AS REQUIRED BY DSI/DIRECTV

SCHEDULE 1.1 SCHEDULE OF DEFINITIONS

This Schedule of Definitions is attached to and part of the Commercial MSO DEALER Agreement by and between MSO DEALER and DSI. Except as otherwise stated in the Agreement, the following capitalized terms shall have the following meanings:

1.1 “Activation” means an activation of a DIRECTV Programming Package by DSI at a Commercial Establishment following DIRECTV’s receipt of an Order procured by MSO DEALER and delivered to DSI in accordance with DSI’s Order Procedures and DIRECTV’s acceptance of such Order. 1.2 “Affiliate(s)” shall mean, with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control (i.e., the power to direct affairs by reason of ownership of voting stock, by contract or otherwise) with such person or entity and any member, director, officer or employee of such person or entity. . 1.3 “Business Viewing Location” means a Commercial Establishment wherein the usage and viewing of the DIRECTV Service is generally accessible to the public and/or the establishment’s clientele and/or in common areas (such as waiting room/area or lobby) and (i) the Commercial Establishment’s primary source of revenue is not derived from the sale of food/beverage for immediate consumption, and (ii) the Commercial Establishment is not a hospitality or entertainment establishment, or is not located within or affiliated within, a hospitality or entertainment establishment (such as a bar, restaurant, diner, stadium, casino, club, cafe, theater), and (iii) the Commercial Establishment does not charge admission, cover charge or minimum charge. 1.4 “Commercial Establishment” shall mean either a non-residential location in the Territory which is fully accessible to the public on a non-discriminatory basis and without charge, or a common area or private office space within a non-residential location in the Territory. In no case shall any (i) single family res residential household (i.e., single-family houses, apartments, condominiums, trailers, recreational vehicles or other dwelling units used primarily for residential purposes), or (ii) any satellite master antenna television or private cable system in a commercial or residential multiple dwelling unit (i.e., hotels, hospitals, dormitories, etc.) be considered a Commercial Establishment; provided, however, that Commercial Establishments within such multiple dwelling units (e.g., bars or restaurants within a hotel) shall still be considered Commercial Establishments. For purposes of this Agreement, “Commercial Establishments” shall consist of Public Viewing Locations, Business Viewing Locations and Private Offices (except where such term is used in the definitions of such locations and offices). DIRECTV shall have the right to determine, in its reasonable discretion, whether a Commercial Establishment constitutes a Public Viewing Location, Business Viewing Location, Private Office or none of the foregoing under the applicable terms of this Agreement. 1.5 “Commercial Subscribers” shall mean those Commercial Establishments authorized by DIRECTV to receive DIRECTV Service, including those activated following an Order by MSO DEALER or those activated independently of MSO DEALER. 1.6 “MSO DEALER-Acquired Subscriber” means a Commercial Establishment located in the Territory (i) which has not previously received any DIRECTV Service at such Commercial Establishment at any time during the previous two (2) years (or such other period of time set forth in DIRECTV’s then-current standard policies and procedures), (ii) which is not a National Account or Potential National Account (iii) which has activated a DIRECTV Programming Package following the submission of an Order by MSO DEALER, (iv) for which MSO DEALER validly submits such initial Order to DSI in accordance with the Order Procedures (v) which makes the time-period commitment set forth in DIRECTV’s then-current standard policies and procedures to subscribe to a DIRECTV Programming Package (including, if applicable, the National Commercial Offer requirements), and (vi) which meets any other standard DIRECTV eligibility requirements, including all requirements in order for MSO DEALER to be able to submit an Order.

1.7 “DSI Public Web Site” shall mean the DSI MSO DEALER Center is available for viewing by DSI MSO Dealer at the DSI Public Web Site. https://www.dsisystemsinc.com/.

1.8 DIRECTV Subscriber Information” shall mean all information collected in connection with creating and maintaining an MSO DEALER-Acquired Subscriber’s DIRECTV Services (or additional services that may be provided by DSI/DIRECTV in the future) account, including, without limitation, the fact that an MSO DEALER-Acquired Subscriber is or was a subscriber to DIRECTV Services (or additional services that may be provided by DIRECTV in the future), programming purchases, credit and payment histories, credit card or bank routing information, social security number, and profiles related solely to DIRECTV Services. 1.9 “National Account” means National Account” means a Commercial Establishment that has been identified by DSI/DIRECTV, in its sole and absolute discretion, to MSO DEALER pursuant to Section 1.5 as a “National Account” of DSI/DIRECTV. “Potential National Account” means a Commercial Establishment that is not on the list of National Accounts but is a Commercial Establishment that MSO DEALER knows, or following reasonable diligence should know, is, or is controlled by, an entity with 20 or more owned, franchised, or otherwise affiliated similar type of Commercial Establishments, or a Commercial Establishment that has been otherwise identified by DIRECTV, in its sole and absolute discretion, to MSO DEALER as a “Potential National Account” of DIRECTV.

1.10 “New Activation” means an Activation of one of the DIRECTV Programming Packages eligible for a Prepaid Programming Commission (as set forth at the MSO DEALER Center or in other MSO DEALER Notifications) at a Commercial Establishment which is not a Commercial Subscriber on the date of Activation (i.e., a new Commercial Subscriber, but not any previous Commercial Subscriber). 1.11 “Private Office Location” means a Commercial Establishment wherein the usage and viewing of the DIRECTV Service is (i) generally not accessible to the public nor a common area to which there is substantially unrestricted access by two or more persons and (ii) not generally made available for television viewing to parties other than the individual(s) exercising control over, or working in such location. For clarity, even though more than two people working in an office can view the DIRECTV Service in a conference room or break room, so long as the programming is not viewed by the general public, such office still constitutes a “Private Office.”

1.12 “Programming Packages Sales Revenue” shall mean gross receipts actually received by DSI/DIRECTV (net of any applicable Taxes, discounts, refunds, credits or applicable governmental charges) from the sale of DIRECTV Programming Packages to MSO DEALER-Acquired Subscribers. For the avoidance of doubt, “Programming Package Sales Revenue” does not include additional outlet/mirroring fees, warranties, hardware or equipment fees, the cost of tangible products purchased by MSO DEALER-Acquired Subscribers, video-on-demand fees, DVR service fees, pay-per-view, game services, interactive services, late fees, early termination fees, non-recovered box fees, protection plans, installation, service and repair, shipping, downgrade, re-connect fees or other similar fees. 1.13 “Public Viewing Location” means a Commercial Establishment wherein the usage and viewing of DIRECTV Service is generally accessible to the public and/or the establishment’s clientele and/or in common areas (such as waiting room/area or lobby) and (i) the Commercial Establishment’s primary source of revenue is derived from the sale of food/beverage for immediate consumption, or (ii) the Commercial Establishment is located within or affiliated with a hospitality or entertainment establishment (such as a bar, restaurant, diner, stadium, casino, club, cafe, theater) and food/beverage is served for immediate consumption, or (iii) the Commercial Establishment charges, as part of its primary business operation, admission, a cover charge or a minimum charge. 1.14 “Subcontractor” or “subcontractor” means any person or entity (including an agent) supplying labor or materials to perform any or all of MSO DEALER’s obligations under this Agreement as well as any person or entity that is providing any type data processing services including data manipulation, data storage, data retrieval, data disposal, or other data-related services that involve DSI/DIRECTV, AT&T or any AT&T customer’s data. The terms “Subcontractor” or “subcontractor” specifically includes any person or entity at any tier of subcontractors, and shall not be limited to those persons or entities with a direct relationship with MSO DEALER.

1.15 “Territory” shall mean the United States and its territorial waters, unless otherwise limited to certain geographical areas by DSI/DIRECTV.

SCHEDULE 1.6 OTHER LIMITATIONS OR RIGHTS

(Attached if Applicable)

SCHEDULE 2.2 SERVICE RESPONSE REQUIREMENTS

(Terms herein may be unilaterally updated by DSI/DIRECTV from time to time upon

written notice to MSO DEALER) Call Center and Reporting Requirements. MSO DEALER must comply with the following:

MSO DEALER shall answer calls with a live operator between the hours of 8:30 am and 6:30 pm

local time (a/k/a business hours). At all other times, MSO DEALER shall maintain an answering system for messages.

MSO DEALER Response Times. MSO DEALER must comply with the following:

MSO DEALER shall respond to customer service requests within four (4) business hours of the

request having been made by a MSO DEALER-Acquired Subscriber. MSO DEALER shall promptly perform any required on-site service for a MSO DEALER-Acquired

Subscriber at commercially reasonable prices. MSO DEALER shall participate in DSI/DIRECTV’s automated and manual service notification

process (including by email or phone), as updated by DSI/DIRECTV from time to time, and as more fully defined in the Policies (the “DTV Notification Process”).

If a MSO DEALER-Acquired Subscriber contacts DSI to request service or report that MSO

DEALER failed to respond to a service request, DSI will notify (a “Service Notice”) MSO DEALER via the DSI Notification Process.

Upon delivery of the Service Notice by DSI (the time of delivery being called the “DTV Service

Notice Time”), MSO DEALER must immediately contact the MSO DEALER-Acquired Subscriber to assist the MSO DEALER-Acquired Subscriber (“Service Contact”) and, if the MSO DEALER-Acquired Subscriber’s issue cannot be resolved over the phone, schedule an on-site service appointment. In some cases, DSI will notify MSO DEALER through a three-way call with the MSO DEALER-Acquired Subscriber, in which case the Service Contact and any required on-site service scheduling must be done during such call.

Service Contact must be completed no later than 48 hours (the “Routine Response Window”) after

the DTV Service Notice Time; provided, however, if the request for service is Emergent, the Service Contact and any required on-site service (unless waived by the MSO DEALER-Acquired Subscriber) must be completed before the earlier of the Routine Response Window or the time the MSO DEALER-Acquired Subscriber contacts DSI again regarding the same issue (the “Emergent Response Window” and together with the Routine Response Window, the “Response Windows” but each individually, also a “Response Window”). “Emergent” means any service request for which MSO DEALER has already received a Service Notice, and (i) the service request is from a Public Viewing Establishment or a 5-heart (as that term is defined by DSI/DIRECTV) MSO DEALER-Acquired Subscriber or (ii) the service request is made less than 48 hours prior to or during any NFL football game, the Super Bowl, World Series, NBA Finals, Stanley Cup, Soccer World Cup, Olympics or other major sporting event (as determined by DSI/DIRECTV) or (iii) MSO DEALER failed to show up for the on-site service call or (iv) MSO DEALER did not provide the MSO DEALER-Acquired Subscriber with an acceptable on-site service appointment.

Failure to Comply with Response Requirement.

If MSO DEALER fails to make Service Contact within the Response Window, or DSI is unable to contact MSO DEALER for a three-way call to schedule an Emergent service request or MSO DEALER refuses to fulfill the service request (a “Service Breach”), DSI may respond to the service call in its sole and absolute discretion, and if DSI/responds to the service appointment, DSI may charge MSO DEALER a

service fee in the amount of $125.00 (the “Service Fee”), plus any other costs incurred by DSI and not paid for by the MSO DEALER-Acquired Subscriber. Service Fees are due within 10 days of receipt of DSI invoice or DSI may offset compensation payable to MSO DEALER by the amount of Service Fees due. Repeated Failure to Comply or Opt-out by MSO DEALER-Acquired Subscriber.

If a Service Breach occurs for the same MSO DEALER-Acquired Subscriber two (2) or more times or MSO DEALER informs DSI/DIRECTV that a MSO DEALER-Acquired Subscriber declines the service call offered by MSO DEALER or no longer wishes for MSO DEALER to perform on-site service, DSI may Disassociate the MSO DEALER-Acquired Subscriber from MSO DEALER. “Disassociation” means the separation of the MSO DEALER-Acquired Subscriber from the MSO DEALER. Upon Disassociation, MSO DEALER is no longer authorized to act as a MSO DEALER with respect to the MSO DEALER-Acquired Subscriber and will cease receiving any Continuing Service Commission related to the MSO DEALER-Acquired Subscriber.

SCHEDULE 2.5(b) SUBCONTRACTOR APPROVAL PROCESS

(To be determined)

SCHEDULE 2.6 TELEMARKETING POLICY

DSI/DIRECTV POLICY

FOR COMMERCIAL ACCOUNT TELEMARKETING The information provided in this Commercial Telemarketing Policy is in summary

form only and is not intended to provide legal advice or counsel, nor is it an exhaustive list of all laws and regulations applicable to your activities. Legal requirements may differ from jurisdiction to jurisdiction, and are constantly evolving. You are solely and independently responsible for complete compliance with, and consequences of noncompliance with, applicable laws and regulations. Therefore, it is imperative that you consult your legal counsel for full details on the requirements of all applicable marketing laws and regulations before undertaking any marketing campaign.

Please review this Policy carefully. You (including your employees) are expected to

know and comply with all marketing laws applicable to your activities. DIRECTV’s policy is to adhere to all laws and regulations, including those relating to marketing

activities, and to conduct marketing activities in a respectful manner that does not impugn DSI/DIRECTV’s reputation and goodwill. Each MSO Dealer is responsible for making sure that its own marketing activities conform to the law and are conducted respectfully. You must take all steps necessary to tailor your marketing efforts to conform to the law and DIRECTV’s policies.

MSO Dealers are independent contractors and must properly identify themselves in all activities, and cannot hold themselves out as DSI/DIRECTV. In making any outbound or taking any inbound calls, retailers cannot state that they are calling or answering calls "on behalf of" DSI/DIRECTV. You are not authorized to hold yourself out as an agent of DSI/DIRECTV.

DSI maintains the right to immediately terminate its Agreement with any MSO Dealer that DSI believes, in its sole discretion, may have breached the Agreement, violated DIRECTV’s policies, or otherwise engaged in illegal, objectionable, inappropriate, or otherwise forbidden marketing activities. DSI will also immediately terminate the Agreement of any MSO Dealer found to have made misrepresentations to DSI/DIRECTV about its marketing activities.

Business to Business (B2B) Telemarketing

The federal Telephone Consumer Protection Act, 47 U.S.C. § 227 et. seq., (“TCPA”) places restrictions

on the use of telephone equipment to market or promote products and services. Numerous states have

adopted statutes modeled after or more restrictive than the TCPA, each with its own penalty scheme.

Both the FCC and FTC have federal enforcement responsibilities in connection with telemarketing

activities. The Rules adopted by both agencies focus primarily on telemarketing to consumers,

residential phone numbers and cellular phones. Nevertheless, certain restrictions do apply to B2B

telemarketing, and DSI/DIRECTV as a company disapproves of certain other telemarketing activities

in connection with B2B telemarketing.

Following are DIRECTV’s specific policies and guidelines regarding outbound B2B telemarketing, but you are required to review the TCPA and FCC and FTC Rules to ensure compliance with all aspects applicable to B2B calls:

“Live operator” outbound telemarketing calls.

DIRECTV will permit MSO Dealers to make outbound B2B telemarketing calls by “live operator” so long as such calls are in full compliance with the TCPA, applicable FCC and/or FTC rules, any applicable State laws, and DIRECTV’s guidelines stated herein. MSO Dealers must take care to assemble call lists that contain only land-line Business telephone numbers. Calls to residential telephone lines and calls to cellular phones are not permitted. The TCPA prohibits any calls to emergency lines and guest rooms. Therefore, MSO Dealers must ensure that no such numbers are on call lists. Particular care must be taken if a MSO Dealer intends to make calls to hospitals, medical offices, health care facilities, fire or police departments, and hotels, motels, retirement homes and so forth. MSO Dealers may not use auto-dialers in a way that could tie up two or more lines of a multi-line business. MSO Dealers must properly and at the outset identify themselves and not indicate or suggest that they are “DSI/DIRECTV.” Out of respect for the businesses called, and in furtherance of your reputation and goodwill, as well as the reputation and goodwill of the “DSI/DIRECTV” brand, MSO Dealers must also be courteous, honest and ethical, avoid calling on holidays or outside of normal business hours, and if requested by the business not to be called again, maintain a list of such “Do Not Call” requests that is scrubbed before implementing additional B2B telemarketing campaigns. Before undertaking any Commercial, B2B telemarketing campaign, the MSO Dealer must submit a copy of its telemarketing plan to DSI/DIRECTV. Such plan must include the following:

- a list of all States in which B2B telemarketing is planned to take place, along with a sworn statement that the laws of such States have been reviewed to ensure compliance with particular State telemarketing laws applicable to B2B calls; if any such State laws require registration and/or purchase of a State “Do Not Call” database to conduct B2B telemarketing, a separate sworn statement of compliance with all such registration and/or purchase and DNC scrubbing requirements;

- all scripts to be used in the B2B telemarketing campaign; - copies of materials used to train the live operators who will be making the calls (such

materials should address proper business identification, courteous treatment of prospects, honesty and ethics, appropriate call times and honoring Do Not Call requests from Commercial prospects);

- a description of how the call list was compiled, which description shall address how residential, cellular, emergency and guest/resident phone lines were omitted from inclusion;

- if auto-dialers are to be used, a description of how calls to multiple phone lines of one business are avoided and how all applicable “call abandonment” Rules are implemented and honored;

- a sworn statement regarding internal DNC compliance. Facsimile advertising.

Facsimile advertising is a form of outbound telemarketing solicitation that is expressly disapproved of for ANY use in advertising “DIRECTV” branded products and services. In addition, it is considered a violation of this Commercial Telemarketing Policy for any independent MSO Dealer to use facsimile advertising in connection with any “satellite television” product if such advertisement is likely to

lead to confusion and the mistaken belief that such advertising relates to DIRECTV-brand products or services.

Pre-recorded messages (including text and/or SMS messagesi).

Pre-recorded message and text/SMS advertising is also a form of outbound telemarketing solicitation that is expressly disapproved of for ANY use in advertising “DIRECTV” branded products and services. In addition, it is considered a violation of this Commercial Telemarketing Policy for any independent MSO Dealer to use pre-recorded message advertising in connection with any “satellite television” product if such advertisement is likely to lead to confusion and the mistaken belief that such advertising relates to DIRECTV-brand products or services.

Returning Calls to Prospective Commercial Customers

Return calls must be made with a live operator; no pre-recorded messages, including “Press 1” or other approaches, should be used.

In addition, the FCC announced stricter rules under the TCPA in 2012, particularly as it relates to calls to cellular phones. From time to time, a representative at a prospective Commercial Account may provide a cellular phone as a preferred method of contact. However, the new FCC rules do not allow telemarketing calls to be made using automatic dialing equipment to cellular phones absent proof of WRITTEN consent (ESIGN compliant proof may constitute written consent). Therefore, best practices suggest screening for cellular phones and having operators initiate manually dialed calls to cellular phone numbers provided by prospects, to avoid potential problems in demonstrating written consent.

If automatic dialing equipment is to be used to return calls to prospective Commercial Account representatives at a cellular phone, special steps must be taken to avoid violations. First, return calls shall not be made with automatic dialing equipment to any number simply “captured” through a caller ID or other system. Return calls may only be placed to cellular phone numbers provided by Commercial Account representatives who talked to an agent and provided clear consent to future calls at the cellular number.

Second, because using automatic dialing equipment to make telemarketing calls to cellular phones requires WRITTEN consent, calls in which consent is obtained must be recorded and stored to maintain ESIGN proof of consent. Either all calls need to be recorded and preserved, or, policies and procedures could be developed for identifying cellular telephones (including asking the Commercial Account representative if the number they are providing is a cellular number) and recording and maintaining written consents only insofar as cellular phones are concerned.

No Third Party Solicitors/Marketing Agents

Your Agreement with DSI does not allow the use of third parties to solicit sales absent express written approval of DIRECTV. Approval must be given by both the Vice President – Sales and Director, Business Affairs. No other employee is authorized to provide approval, written or otherwise. You are not authorized to use any agent, independent contractor or any other third party to conduct marketing campaigns as addressed in this Policy. In the event that DSI/DIRECTV suspects you are using a third party to telemarket, DSI may immediately terminate your Agreement. * * * * * *

While telemarketing may be an effective means of reaching new Commercial prospects, care must be taken to ensure compliance. Please proceed responsibly, in accordance with the law and DSI/DIRECTV’s Commercial Telemarketing Policy, and only after consultation with your own legal counsel. Thank you in advance for your attention to these matters and for your responsible

i Outbound call lists for B2B calls shall only contain land-based business telephone lines. But to be clear, text and SMS messages are not permitted.

promotion of DIRECTV-brand DBS Products and Commercial Service in a positive and lawful manner.

SCHEDULE 6.1 COMMISSION SCHEDULE

Prepaid Programming Commissions

DSI shall pay MSO DEALER the Prepaid Programming Commissions per Activation of the qualifying Public Viewing Programming Package, Business Viewing Programming Package or Private Viewing Programming Package, at the rates and upon the terms and conditions set forth in the MSO DEALER Compensation Guide. MSO DEALER Compensation Guide is available for viewing by DSI MSO Dealer at the DSI Public Web Site. https://www.dsisystemsinc.com. The terms and conditions set forth in the MSO DEALER Compensation Guide relating to Prepaid Programming Commissions are hereby incorporated into this Agreement by this specific reference. In addition, payment of such Prepaid Programming Commission is subject to the restrictions, chargeback terms and changes described in Sections 6.3, 6.4 and 6.5 in the Agreement.

Bonus Amounts DSI shall also pay MSO DEALER earned Bonus Amounts for its services in procuring Activations of certain other DIRECTV Programming Packages or services not covered by the Prepaid Programming Commissions. These Bonus Amounts include an International Bonus, Sports Bonus and DVR Service Bonus. The actual Bonus Amounts and their related terms and conditions are set forth in the MSO DEALER Compensation Guide. MSO DEALER Compensation Guide is available for viewing by DSI MSO Dealer at the DSI Public Web Site. https://www.dsisystemsinc.com. The terms and conditions set forth in the MSO DEALER Compensation Guide relating to Bonus Amounts are hereby incorporated into this Agreement by this specific reference. Bonus Amounts will not be subject to chargeback, unless otherwise set forth in the MSO DEALER Compensation Guide. To the extent not set forth in the MSO DEALER Compensation Guide, payment of such Bonus Amounts is subject to the restrictions described in the Agreement, including, without limitation, those set forth in Section 6.3 thereof. The current MSO DEALER Compensation Guide, DSI/DIRECTV Rate Card and additional programming and pricing information is available for viewing by DSI MSO Dealer at the DSI Public Web Site. https://www.dsisystemsinc.com. NOTE: MSO DEALER will not receive a Prepaid Programming Commission or Bonus Amount if a MSO DEALER-Acquired Subscriber’s DIRECTV Service is terminated, canceled, or disconnected (whether initiated by the MSO DEALER-Acquired Subscriber or DSI/DIRECTV) within thirty (30) days of the date of the Activation (or will be charged back if payment was already made).

SCHEDULE 6.2 CONTINUING SERVICE COMMISSION SCHEDULE

DSI shall pay to MSO DEALER Continuing Service Commissions on the terms and conditions in the Agreement and as set forth in the MSO DEALER Compensation Guide made available at the MSO DEALER Center. The terms and conditions set forth in the MSO DEALER Compensation Guide relating to Continuing Service Commissions is available for viewing by DSI MSO Dealer at the DSI Public Web Site. https://www.dsisystemsinc.com. MSO DEALERS will receive a Continuing Service Commission the default Continuing Service Commission shall be the default rate set forth in the MSO DEALER Compensation Guide. Continuing Service

Commissions is available for viewing by DSI MSO Dealer at the DSI Public Web Site. https://www.dsisystemsinc.com.

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SCHEDULE 6.4 CHARGEBACK SCHEDULE

The chargeback rules for Prepaid Programming Commissions and Bonus Amounts are applied as set forth in the MSO DEALER Compensation Guide. The terms and conditions set forth in the MSO DEALER Compensation Guide relating to chargebacks are hereby incorporated into this Agreement by this specific reference.

SCHEDULE 7.3 MSO DEALER INFORMATION SECURITY REQUIREMENTS

(v6.2, January 2017) The following MSO DEALER Information Security Requirements (“Security Requirements”) apply to MSO DEALER (as previously defined) when performing any action, activity or work under the Agreement where any of the following occur (hereinafter referred to as “In-Scope Work”):

1. The collection, storage, handling, backup, disposal, and/or access to In-Scope Information (as defined below);

2. Providing or supporting AT&T branded applications and/or services using non-AT&T Information Resources (as defined below);

3. Connectivity to AT&T’s Nonpublic Information Resources (as defined below); 4. The development or customization of any software for AT&T; or 5. Website hosting and development for AT&T and/or AT&T’s customers.

The Security Requirements are not intended to apply to products or applications acquired from the MSO DEALER by AT&T for use by AT&T. Definitions: Unless otherwise set forth or expanded herein, defined terms shall have the same meaning as set forth in the main body of the Agreement. “Information Resource(s)” means systems, applications, websites, networks, network elements, and other computing and information storage devices, along with the underlying technologies and delivery methods (e.g., social networks, mobile technologies, cloud services, call and voice recording, Application Program Interfaces (APIs)), used in conjunction with supporting AT&T and/or used by MSO DEALER in fulfillment of its obligations under the Agreement. “In-Scope Information” means confidential data, including, Sensitive Personal Information (SPI) (as defined below), proprietary data and/or trade secret data of AT&T, including data of others that AT&T is obligated to protect, if any. In addition to the SPI data elements listed in the Table of AT&T SPI Data Elements found at the end of this appendix, examples of In-Scope Information include general AT&T internal operational information, network architecture and/or engineering information, Customer Proprietary Network Information (CPNI), software source code for software developed or customized for AT&T, information security incident reports, nonpublic marketing and financial information, and AT&T end user customer contact lists. “Mobile and Portable Devices” means mobile and/or portable computers, devices, media and systems capable of being easily carried, moved, transported or conveyed that are used in connection with the Agreement. Examples of such devices include laptop computers, tablets, USB hard drives, USB memory sticks, Personal Digital Assistants (PDAs), and wireless phones, such as smartphones. “Multi-Factor Authentication” (also known as Two-Factor Authentication and Strong Authentication) means the use of at least two of the following three types of authentication factors:

• A physical or logical credential the user has, such as an electronically readable badge, a token card or a digital certificate;

• A knowledge-based credential, such as a password or PIN; and • A biometric credential, such as a fingerprint or retina image.

“Nonpublic Information Resources” means those Information Resources used in connection with the Agreement to which access is restricted and requires proper authentication and authorization. “Sensitive Personal Information” or “SPI” means the data elements listed in the “Table of AT&T SPI Data Elements” located at the end of this appendix. All SPI Data Elements are considered In-Scope Information. “Security Gateway” means a set of control mechanisms between two or more networks having different trust levels which filter and log traffic passing, or attempting to pass, between networks, and the associated administrative and management servers. Examples of Security Gateways include firewalls, firewall management servers, hop boxes, session border controllers, proxy servers, and intrusion prevention devices. “Strong Encryption” means the use of encryption technologies with minimum key lengths of 128-bits for symmetric encryption and 1024-bits for asymmetric encryption whose strength provides reasonable assurance that it will protect the encrypted information from unauthorized access and is adequate to protect the confidentiality and privacy of the encrypted information, and which incorporates a documented policy for the management of the encryption keys and associated processes adequate to protect the confidentiality and privacy of the keys and passwords used as inputs to the encryption algorithm. “MSO DEALER Entity” or “MSO DEALER Entities” means MSO DEALER, its affiliates and subcontractors. In accordance with the foregoing, MSO DEALER shall:

System Security 1. At least monthly, ensure all software (including operating systems, plug-ins, and applications) is

patched for any newly identified security vulnerabilities. 2. Ensure that security settings of host operating systems cannot be changed by unauthorized users. 3. Host operating systems must be hardened to reduce available ways of attack. Hardening typically

includes use of host basedfirewalls, changing default passwords, removing unnecessary software, unnecessary UserIDs, usernames or logins, and the disabling or removing unnecessary services. This hardening of the system’s security configurations, operating system software, firmware and applications are to prevent exploits that attack flaws in the underlying code.

4. Limit authorized system administrators (also known as root, privileged, or super user) access to operating systems intended for use by multiple users only to individuals requiring such high-level access in the performance of their jobs. All usage of system administrator access must ensure that individual accountability is maintained. All privileged activities must be enforced with appropriate segregation of duties.

5. Enforce the rule of least privilege by restricting access of users to only the Information and applications needed for them to perform business functions. Additionally, AT&T data and applications must only be used for work authorized in the agreement.

Network Security

6. Use Strong Encryption for the transfer of In-Scope Information. Information Security

7. Limit access to In-Scope Information only to authorized users or systems on a need to know basis, and for the performance of In-Scope Work.

Identification and Authentication 8. For access to In-Scope Information and for host devices that support it, assign unique credentials (eg.

User IDs, passwords) to authorized individual users, assign individual ownership to system service accounts, and ensure that system service accounts are not shared by administrators.

9. Limit failed login attempts by no more than six (6) consecutive failed login attempts by locking the user account. Access to the user account can be reactivated through the use of a manual process requiring verification of the user’s identity or, where such capability exists, can be automatically reactivated after at least three (3) minutes from the last failed login attempt.

10. Terminate interactive sessions on a user’s workstation, or activate a secure, locking screensaver requiring authentication, after a period of inactivity not to exceed fifteen (15) minutes. On all other Information Resources terminate inactive sessions not to exceed thirty (30) minutes.

11. a. Use an authentication method based on the sensitivity of In-Scope Information. Whenever authentication credentials are stored, MSO DEALER shall use Strong Encryption and/or one-way hashing based upon strong cryptography.

b. Passwords must be complex and meet the following password construction requirements: • Be a minimum of eight (8) characters in length. • Include characters from at least two (2) of these groupings: alpha, numeric, and special

characters. • Not be the same as the UserID with which they are associated. • Not contain repeating or sequential characters or numbers.

c. PINs must meet the following: • Be a minimum of four (4) numbers; and • Not contain repeating or sequential numbers.

d. Require password and PIN expiration at regular intervals not to exceed ninety (90) calendar days. 12. When providing users with a new or reset password, or other authentication credentials, use a secure

method to provide this information, and require reset at first login whenever a temporary credential is used.

Software and Data Integrity 13. Have current antivirus software installed and running to scan for and promptly remove or quarantine

viruses and other malware.

Reporting Violations 14. Maintain a documented procedure to be followed in the event of a suspected attack upon, intrusion

upon, unauthorized access to, loss of, or other security breach involving In-Scope Information in which MSO DEALER shall: a. Promptly investigate and make a determination if such an attack has occurred; and b. In the event that a successful attack has occurred involving In-Scope Information or it is impossible

to determine whether the attack was successful then MSO DEALER shall promptly notify AT&T by contacting: i. Asset Protection by telephone at 1-800-807-4205 from within the US and at 1-908-658-0380

from elsewhere; and ii. MSO DEALER’s contact within AT&T for service-related issues.

15. After notifying AT&T whenever there is a successful attack upon, intrusion upon, unauthorized access to, loss of, or other breach of In-Scope Information, provide AT&T with regular status updates, including, actions taken to resolve such incident, at mutually agreed intervals or times for the duration of the incident and, within seven (7) calendar days of the closure of the incident, provide AT&T with a

written report describing the incident, actions taken by the MSO DEALER during its response and MSO DEALER’s plans for future actions to prevent a similar incident from occurring.

Mobile and Portable Devices 16. Use Strong Encryption to protect all In-Scope Information stored on Mobile and Portable Devices. 17. Use Strong Encryption to protect all In-Scope Information transmitted using or remotely accessed by

network-aware Mobile and Portable Devices.

18. Maintain documented policies, standards and procedures for Mobile and Portable Devices used to access and/or store In-Scope Information that include the following requirements: a. All users must be authorized for such access and their identity authenticated; b. Mobile and Portable devices must be physically secured and/or in the physical possession of

authorized individuals; c. Where technically feasible, use a remote wipe capability on such devices to promptly and securely

delete In-Scope Information, when such devices are not in the physical possession of authorized individuals nor otherwise physically secured; and

d. Jailbroken or rooted smartphones cannot be used to perform In-Scope Work. 19. Implement and maintain a documented policy that prohibits the use of any:

a. MSO DEALER -issued Mobile and Portable Devices to access and/or store In-Scope Information unless the device is administered and/or managed by MSO DEALER; and

b. Non- MSO DEALER issued Mobile and Portable Devices to access and/or store In-Scope Information, as in cases where MSO DEALER has a “Bring Your Own Devices” (BYOD) program, unless adequately segregated and protected such as by a MSO DEALER administered and/or managed secure container-based solution.

Security Gateways 20. For access to Security Gateways ensure that user authorization levels to administer and manage

Security Gateways are appropriate, and that all rule sets either explicitly or implicitly “DENY ALL” inbound access except where there is a business need, and then with strong authentication. For access to In-Scope Information and for host devices that support it, assign unique credentials (eg. UserIDs, passwords) to authorized individual users, assign individual ownership to system service accounts, and ensure that system service accounts are not shared by administrators.

Wireless Networking 21. Use strong encryption when transmitting AT&T In Scope Information over WIFI. Bluetooth should not

be used to transmit AT&T In Scope Information unless the data is encrypted separately before transmission.

22. Use strong passwords, and WPA2 to protect all In-Scope Information accessed or transmitted over a wireless network.

MSO DEALER Entity Compliance 23. MSO DEALER shall:

Ensure all MSO DEALER Entities performing In-Scope Work are aware of, and in compliance with, these Security Requirements. MSO DEALER shall contractually obligate, or cause (as the case may be) its Subcontractors that perform any In-Scope work to comply with these Security Requirements, or in any event, requirements that are no less stringent. Upon AT&T’s request, MSO DEALER will provide documentation and/or evidence to substantiate such compliance to AT&T’s satisfaction.

Protection of AT&T’s SPI

24. Use Strong Encryption to protect AT&T’s SPI when transmitted over any network.

25. Use Strong Encryption to protect AT&T’s SPI when stored.

Table of AT&T SPI Data Elements

Data elements in the following tables are classified as AT&T Proprietary (Sensitive Personal Information) and must be treated as such when used in their entirety, unless:

a. Explicitly stated in the following tables.

— or —

b. It relates to an individual's own information kept for their own purposes (This type of personal data should not be stored on AT&T assets or premises).

The following are true for all data formats including scanned images, PDFs, JPGs. The following “Privacy” data elements have been classified as AT&T Proprietary (Sensitive Personal Information) when they apply to an employee, contractor, customer or MSO DEALER, except where explicitly stated otherwise.

Individual Identification

Data Element Description

Driver’s License Number

Taxpayer Identification Number

U.S. Social Security Number (SSN)

Nationally-Issued Identification Number Includes visa and/or passport values. Excludes any such numbers that are issued on the understanding that they must be a matter of public record, e.g., U.S. FCC Radio License.

State or Province-Issued Identification Number

Financial Data

Data Element Description

Payment Card Number Primary Account Number (PAN) for all types of payment card (corporate, personal, etc.)

Payment Card Security Data The security data used in association with a payment card (corporate, personal, etc.) in order to confirm legitimate use. Includes for example Personal Identification Numbers (PINs) used with payment cards but excludes PINs used to authenticate access to AT&T systems.

Bank Account Number Includes all types of bank accounts (savings, checking, etc.) both personal and business in an individual's name. Excludes bank routing number.

Computer Identification and Authentication

Data Element Description

Customer Authentication Credentials

Applies to Customers only

Values used by customers to authenticate and permit access to:

• The customers' personal information, including CPNI and AT&T Proprietary (Sensitive Personal Information) — or —

• An application enabling the customer to subscribe to, or unsubscribe from, AT&T services — or —

• An AT&T service the customer is subscribed to

Includes: Personal Identification Numbers (PINs), passwords or passcodes. Excludes Card Security Codes and PINs used in association with payment cards.

Customer Authentication Credential Hints

Applies to Customers only

Answers to questions used to retrieve customer authentication credentials, for example mother's maiden name.

Location-Based Information (LBI) Information that identifies the current or past location of a specific individuals' mobile device. This element contains two factors both of which must be present and able to be associated with each other:

1. A mobile device's location (e.g. a map address, or latitude and longitude together with altitude where known) derived from the mobile device through activities such as GPS or network connectivity rather than as a result of user action (e.g. revealing location in the content of an email, or SMS) -and -

2. An individual's identity derived from a unique identifier assigned to that mobile device such as customer name, MSISDN, IMSI, IMEI or ICCID.

Other Data

Data Element Description

Date of Birth (DOB) An individual's full and complete DOB, i.e. including Month, Day and Year. Excludes partial DOB where only Month and Day are used without Year. This element contains two factors both of which must be present and able to be associated with each other:

1. A full and complete DOB - and -

2. The individual's identity, either explicitly or via a unique identifier that can be linked to that individual.

Biometric Data Measures of human physical and behavioral characteristics used for authentication purposes, for example fingerprint, voiceprint, retina or iris image. Excludes templates that contain discrete data points derived from biometric data that do not hold the complete biometric image, where the template cannot be reverse engineered back to the original biometric image.

Criminal History Subject to non-U.S. jurisdiction1

Information about an individual's criminal history, e.g. criminal check portion of a background check.

Racial or Ethnic Origin Subject to non-U.S. jurisdiction1

Data specifying and/or confirming an individual's racial or ethnic origin.

Trade Union Membership Subject to non-U.S. jurisdiction1

Data specifying and/or confirming an individual is a member of a trade union outside of the U.S.

Information Related to an Individual's Political Affiliation, Religious Belief, or Sexual Orientation

Subject to non-U.S. jurisdiction1

Data specifying and/or confirming an individual's political affiliation, religious or similar beliefs, or sexual life or orientation.

The following “Human Resources” data elements have been classified as AT&T Proprietary (Sensitive Personal Information) when they apply to an employee, contractor, customer or MSO DEALER:

Health Data

Data Element Description

U.S. Protected Health Information (PHI) Includes any U.S. health information used in AT&T's Group Health Care plans or belonging to AT&T's customers that identifies the individual or for which there is a reasonable basis to believe it can be used to identify the individuals that include information about:

• The individual's past, present or future physical or mental health or condition,

• The provision of health care to the individual — or —

• The past, present, or future payment for the provision of health care to the individual.

Health information of retirees, employees, or employee beneficiaries used by AT&T for purposes other than a group health plan is not PHI.

Medical and Health Information

Subject to non-U.S. jurisdiction1

Any information concerning physical or mental health or condition. Includes disability information.

Footnotes:

Where data elements have the term “Subject to non-U.S. jurisdiction” associated with them, that data element is to be classified as AT&T Proprietary (Sensitive Personal Information) when applied to data elements subject to non-U.S. jurisdiction, irrespective of whether the data is created, handled, processed, destroyed or sanitized inside or outside the U.S.

Data Management - Sensitive Customer Data (SCD)

Data Element Description Customer Set Top Box Viewing History

Information about programs watched or recorded, games and applications used, etc. by AT&T customers.

Customer Web Browsing History Information about what websites the AT&T customers visit and applications they use on any network (wireline and wireless including Wi-Fi); this does not include browsing and activities associated with the AT&T customers’ use of official AT&T corporate websites.

Digital Life Data Includes video files, sensor data and other data that is generated by our customers’ use of the

Digital Life service.

SCHEDULE 8 INSURANCE REQUIREMENTS

1. With respect to MSO DEALER’s performance under this Agreement, and in addition to MSO

DEALER’s obligation to indemnify, MSO DEALER shall at its sole cost and expense: a. maintain the insurance coverages and limits required by this section and any

additional insurance and/or bonds required by law: b. at all times during the term of this Agreement; and c. with respect to any coverage maintained in a “claims-made” policy, for two (2) years

following the term of this Agreement. If a “claims-made” policy is maintained, the retroactive date must precede the commencement of work under this Agreement;

2. Require each subcontractor who may perform work on MSO DEALER’s behalf to maintain

coverage, requirements, and limits at least as broad as those listed in this section from the time when the subcontractor begins work, throughout the term of the subcontractor’s work and, with respect to any coverage maintained on a “claims-made” policy, for two (2) years thereafter;

3. Procure the required insurance from an insurance company eligible to do business in the state or states where work will be performed and having and maintaining a Financial Strength Rating of “A-” or better and a Financial Size Category of “VII” or better, as rated in the A.M. Best Key Rating Guide for Property and Casualty Insurance Companies, except that, in the case of Workers’ Compensation insurance, MSO DEALER may procure insurance from the state fund of the state where work is to be performed; and

4. Provide to DSI certificates of insurance stating the types of insurance and policy limits. MSO

DEALER shall provide or will have the issuing insurance company provide at least 30 days advance written notice of cancellation, non-renewal, or reduction in coverage, terms, or limits to DSI/DIRECTV. MSO DEALER shall deliver such certificates:

a. prior to the commencement of work, but not later than forty-five (45) days following

the Effective Date of the Agreement if the work has not commenced;

b. prior to expiration of any insurance policy required in this section; and

c. for any coverage maintained on a “claims-made” policy, for two (2) years following the term of this Agreement or completion of all work associated with this Agreement, whichever is later.

5. The Parties agree:

a. The failure of DSI to demand such certificate of insurance or failure of DSI to identify

a deficiency will not be construed as a waiver of MSO DEALER’s obligation to maintain the insurance required under this Agreement;

b. That the insurance required under this Agreement does not represent that coverage and limits will necessarily be adequate to protect MSO DEALER, nor be deemed as a limitation on MSO DEALER’s liability to DSI in this Agreement;

c. MSO DEALER may meet the required insurance coverages and limits with any

combination of primary and Umbrella/Excess liability insurance; and d. MSO DEALER is responsible for any deductible or self-insured retention.

6. The insurance coverage required by this section includes:

A. Workers’ Compensation insurance with benefits afforded under the laws of any state in which the Work is to be performed and Employer’s Liability insurance with limits of at least: $500,000 for Bodily Injury – each accident $500,000 for Bodily Injury by disease – policy limits $500,000 for Bodily Injury by disease – each employee

To the fullest extent allowable by Law, the policy must include a waiver of subrogation in favor of DSI Systems, Inc., its affiliates, and their directors, officers and employees.

In states where Workers’ Compensation insurance is a monopolistic state-run system, MSO DEALER shall add Stop Gap Employer’s Liability with limits not less than $500,000 each accident or disease.

B. Commercial General Liability insurance written on Insurance Services Office

(ISO) Form CG 00 01 04 13 or a substitute form providing equivalent coverage, covering liability arising from premises, operations, personal injury, products/completed operations, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with limits of at least: $2,000,000 General Aggregate limit $1,000,000 each occurrence limit for all bodily injury or property damage incurred in

any one (1) occurrence$1,000,000 each occurrence limit for Personal Injury and Advertising Injury

$2,000,000 Products/Completed Operations Aggregate limit

The Commercial General Liability insurance policy must:

1. include DSI Systems,Inc., its affiliates, and their directors, officers, and employees as Additional Insureds. MSO DEALER must provide a copy of the additional insured endorsement to DSI. The Additional Insured endorsement may either be specific to DSI Systems,Inc. or may be “blanket” or “automatic” addressing any person or entity as required by contract. A copy of the Additional Insured endorsement must be provided within 60 days of execution of this Agreement and within 60 days of each Commercial General Liability policy renewal;

2. include a waiver of subrogation in favor of DSI, its affiliates, and their directors, officers and employees; and

3. be primary and non-contributory with respect to any insurance or self-insurance that is maintained by DSI.

C. Business Automobile Liability insurance with limits of at least $1,000,000 each

accident for bodily injury and property damage, extending to all owned, hired, and non-owned vehicles.

D. Umbrella/Excess Liability insurance with limits of at least $1,000,000 each occurrence with terms and conditions at least as broad as the underlying Commercial General Liability, Business Auto Liability, and Employer’s Liability policies. Umbrella/Excess Liability limits will be primary and non-contributory with respect to any insurance or self-insurance that is maintained by DSI.

E. Media Liability insurance with limits of at least $1,000,000 each claim or wrongful

act.

SCHEDULE 15 BACKGROUND CHECKS

a. MSO DEALER, with respect to the following requirements in this Section (“Background

Checks”) and subject to any federal, state, or local laws, rules or regulations which may limit any MSO DEALER action otherwise required by this section, shall: (i) make all reasonable and legally permitted efforts, including checking the background, and

verifying the personal information to determine all information necessary to verify whether any MSO DEALER employee, contractor or subcontractor and any employee or agent of any MSO DEALER contractor or subcontractor (“MSO DEALER Person”) whom MSO DEALER proposes to have perform any Service that permits Physical Entry or virtual or other access to DSI/DIRECTV’s or its customers’ systems, networks, or information (“Access”) at any time during the term:

(1) has been convicted of any felony, or has been convicted of any misdemeanor involving

violence, sexual misconduct, theft or computer crimes, fraud or financial crimes, drug distribution, or crimes involving unlawful possession or use of a dangerous weapon (“Conviction”) or

(2) is identified on any government registry as a sex offender (“Sex Offender Status”); and

(ii) in addition to the requirements of (i), perform a Drug Screen on any MSO DEALER Person

whom MSO DEALER proposes to have Physical Entry onto DSI/DIRECTV’s or its customers’ premises and not permit any such MSO DEALER Person presenting a positive Drug Screen to have Physical Entry onto DSI/DIRECTV’s or its customers’ premises.

MSO DEALER shall comply with the obligations of Subsection a(i) above through the use of a third party service which shall perform a review of applicable records for those counties, states, and federal court districts in which a proposed MSO DEALER Person has identified as having resided, worked, or attended school in the previous ten (10) years, unless a shorter period is required by any federal, state, or local law.

b. MSO DEALER acknowledges and agrees that it is MSO DEALER’s sole and exclusive responsibility to determine whether a MSO DEALER Person’s Conviction or Sex Offender Status has a reasonable relationship to the individual’s fitness or trustworthiness to perform the Service, subject to any federal, state, or local restrictions on the consideration of criminal convictions in making employment decisions and whether such MSO DEALER Person should be permitted Access during the term under the terms of this Agreement and in compliance with all federal, state, and local laws, unless an exception is granted by DSI under paragraph e. of this Section.

c. MSO DEALER represents and warrants to DSI that, to the best of its knowledge, no MSO DEALER Person has (i) falsified any of his or her Identification Credentials, or (ii) failed to disclose any material information in the hiring process relevant to the performance of any Service. MSO DEALER shall not permit any MSO DEALER Person who has falsified such Identification Credentials or failed to disclose such information to perform any Service that permits Access.

d. The following definitions apply:

1. “Physical Entry” means that an individual (i) is permitted to bodily enter, on an unsupervised (or badged) basis, into secured areas not available to the general public, or (ii) is permitted on a regular basis to have supervised or escorted bodily access into secured areas not available to the general public for more than thirty (30) days in the aggregate annually.

2. “Identification Credentials” includes, with respect to each MSO DEALER Person, his or her

Social Security number, driver’s license, educational credentials, employment history, home address, and citizenship indicia.

3. “Drug Screen” means the testing of any individual for the use of illicit drugs (including

opiates, cocaine, cannabinoids, amphetamines, and phencyclidine (PCP)). e. The failure of MSO DEALER to comply with the requirements of this Section shall be considered

a material breach of this Agreement. Notwithstanding any of the foregoing, exceptions for individual MSO DEALER Persons may be granted by DSI n a case-by-case basis.

SCHEDULE 15(a) AGREEMENT REGARDING NON-EMPLOYMENT STATUS WITH DSI/DIRECTV

This Agreement (“Agreement”) is made by the individual named below (“I” or “me”), who is an employee of __________________________________(“MSO DEALER”), and who has been hired or engaged to perform work for MSO DEALER in fulfillment of the terms and conditions of the agreement(s) between MSO DEALER and DSI/DIRECTV, LLC, a California limited liability company and a wholly-owned subsidiary of AT&T, Inc., and/or their respective affiliates (collectively “AT&T Company”).

I. Status

I hereby agree and acknowledge that I have been engaged by MSO DEALER to provide services on behalf of MSO DEALER in fulfillment of its contractual obligations to AT&T Company. I am not being hired or engaged by any AT&T Company in any capacity. I have no right or authority to assume or to create any obligation or responsibility on behalf of any AT&T Company. No employment, joint venture or partnership relationship has been created between me and AT&T Company by this Agreement or by any other agreement between me and MSO DEALER for the provision of services on behalf of the MSO DEALER. I acknowledge and agree that MSO DEALER shall be solely responsible for all payments to me for my work performed on the MSO DEALER’s behalf under its agreement(s) for services with any AT&T Company, including payment of compensation, premium payments for overtime, bonuses, and other incentive payments, if any, and payments for vacation, holiday, sick days or other personal days, if any. Also, I will be solely responsible for negotiating and agreeing with MSO DEALER for participation in any MSO DEALER benefit plans, including any pension, savings, or health and welfare plan. Unless AT&T Company expressly provides otherwise in writing, I further understand and agree that I am not eligible to participate in or receive any benefits under the terms of any AT&T Company’s pension plans, savings plans, health plans, vision plans, disability plans, life insurance plans, stock option plans, or any employee benefit plan sponsored by any AT&T Company for any period of time. I understand and agree that the cash payments and benefits which I receive from MSO DEALER shall represent the sole compensation to which I am entitled, and that MSO DEALER will be solely responsible for all matters relating to compliance with all employer tax obligations, arising from any work performed by me on behalf of MSO DEALER in fulfillment of its contractual obligations with any AT&T Company. These tax obligations include but are not limited to the obligation to withhold employee taxes under local, state and federal income tax laws, unemployment compensation insurance tax laws, state disability insurance tax laws, social security and Medicare tax laws, and all other payroll tax laws or similar laws.

II. Work Policies and Rules

1. I understand that AT&T Company policy requires MSO DEALER to ensure that its employees, including me, engage in personal conduct and comments in the workplace that support a professional environment free of inappropriate behavior, language, jokes or actions which could be perceived as sexual harassment or as biased, demeaning, offensive, derogatory to others based upon race, color, religion, national origin, sex, age, sexual orientation, marital status, veteran’s status or disability, or words or conduct that is threatening and/or disrespectful of others.

2. If AT&T Company provides me access to its computer systems, I understand that AT&T Company requirements for MSO DEALER includes the following and agree: (a) to use such systems in a professional manner, (b) to use such systems only for AT&T Company business purposes, (c) to use such systems in compliance with AT&T Company’s applicable requirements standards and guidelines for computer systems use and applicable laws, and (d) to use password devices, if applicable and if requested by AT&T Company. Without limiting the foregoing, AT&T Company property, including but not limited to Intranet and Internet services, shall not be used for personal purposes or for any purpose which is not directly related to the performance of work in fulfillment of MSO DEALER’s agreement(s) with any AT&T Company. I acknowledge and agree that I must have a valid MSO DEALER-supported AT&T Company business reason to access the Intranet and/ or the Internet from within AT&T Company’s private corporate network.

III. Administrative Terms

1. This Agreement shall be effective as of the date executed below, and shall remain in

effect through my termination of employment or engagement with MSO DEALER or my reassignment by MSO DEALER to another job unrelated to the MSO DEALER’s provisioning of services to any AT&T Company.

2. If any provision of this Agreement is held to be invalid or unenforceable, then such invalid or enforceable provisions shall be severed, and the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

My signature below attests to the fact that I have read, understand and agree to be legally bound by the terms of this Agreement Regarding Non-Employment Status with DSI/DIRECTV and AT&T Company. Signature:_________________________________________

Print Name:_______________________________________

Address:___________________________________________

Date:______________________________________________