Playstation Global Developer & Publisher Agreement, dated April 1, 2018, by and among Electronic Arts Inc., EA International (Studio & Publishing) Ltd., Sony Interactive Entertainment Inc., Sony Interactive Entertainment LLC, and Sony Interactive Entertainment Europe Ltd

This PlayStation Global Developer and Publisher Agreement ( “GDPA”), effective April 1, 2018 (the “Effective Date”), is entered into by Sony Interactive Entertainment, Inc. f/k/a Sony Computer Entertainment, Inc. (“SIEJA”), a Japanese company with offices at 1-7-1 Konan, Minato-ku, Tokyo 108-0075, Japan, Sony Interactive Entertainment LLC f/k/a Sony Computer Entertainment America LLC (“SIEA”) a California limited liability company with offices at 2207 Bridgepointe Parkway, San Mateo, CA 94404, and Sony Interactive Entertainment Europe Ltd f/k/a Sony Computer Entertainment Europe Ltd. (“SIEE”), an English company with offices at 10 Great Marlborough Street, London W1F 7LP, UK, on the one hand (SIEJA, SIEA and SIEE each an “SIE Company,” and collectively, “SIE”), and Electronic Arts Inc., a Delaware Corporation with offices at 209 Redwood Shores Parkway, Redwood City, CA 94065 (“EA Inc.”), and EA International (Studio & Publishing) Ltd., a Bermuda company with offices at LOM Building, 27 Reid Street, Hamilton, HM 11, Bermuda (“EA International”) (EA Inc., and EA International collectively “Publisher”), on the other hand.

SIE and its Affiliates design and develop certain core technology relating to its Systems, and operate proprietary network services through PSN, including PlayStation Now.

Publisher desires to be granted a non-exclusive license to develop, publish, have manufactured, market, advertise, distribute or sell PlayStation Compatible Products in accordance with the provisions of this GDPA, and SIE is willing, in accordance with the terms and subject to the conditions of this GDPA, to grant Publisher such a license.

SIE and Publisher agree as follows:

Intellectual Property Rights, are the exclusive property of SIE. Nothing herein gives Publisher any right, title or interest in or to the SIE Materials or the Systems, other than the non-exclusive licenses provided in this GDPA. Publisher shall not contest, impair, or dilute (or knowingly assist any third party in doing so) any of SIE’s rights, title or interests in or to the SIE Materials, the Systems or the SIE Intellectual Property Rights. Publisher shall not (i) apply for, seek to obtain or register any trademark in its own name or in any other person’s name, or use or obtain rights to use Internet domain names or addresses, that are identical, similar to or likely to be confused with any of the Licensed Trademarks or any other SIE trademarks or (ii) challenge or attack any SIE Intellectual Property Rights in any part of the SIE Materials or the Systems. Publisher shall not patent anything created or derived from the SIE Materials. Publisher shall take all steps as SIE may reasonably require for the protection and maintenance of the SIE Intellectual Property Rights, including executing licenses or assisting SIE in obtaining registrations, at SIE’s expense. All goodwill associated with the Licensed Trademarks, including any goodwill generated or arising by or through Publisher’s or its subcontractors’ or sublicensees’ activities under this GDPA, accrues to the benefit of and belongs exclusively to the SIE Company that owns or controls the Licensed Trademark in its Territory. The Licensed Trademarks may be modified, supplemented or amended by SIE at any time. Nothing contained in this GDPA grants Publisher the right to use the trademark “SONY” in any manner or for any purpose without SIE’s prior written consent. Where it is not possible under applicable law to prevent Publisher from challenging the validity of the SIE Intellectual Property Rights, nothing in this Section 5.4 shall prevent Publisher from doing so.

derived from the Publisher Property. SIE shall take all steps as Publisher may reasonably require for the protection and maintenance of the Publisher Intellectual Property Rights, including executing licenses or assisting Publisher in obtaining registrations (at Publisher’s expense). All goodwill associated with Publisher’s trademarks, including any goodwill generated or arising by or through SIE’s or its subcontractors’ or sublicensees’ activities under this GDPA, accrues to the benefit of and belongs exclusively to Publisher. As between Publisher and SIE, Publisher will own and retain all rights, title and interest in any User Content (as defined below). Where it is not possible under applicable law to prevent SIE from challenging the validity of the Publisher Intellectual Property Rights, nothing in this Section 5.6 shall prevent SIE from doing so.

reproduction or copying by third parties. SIE may use on Licensed Products, or require Publisher to use on Licensed Products an authentication or authorization system to be provided, licensed or designated by SIE to authenticate and verify all Licensed Products and units of the Systems. SIE may insert serial numbers, or other reasonable security measures, on Licensed Products for security or authentication purposes so long as such security measures do not have any adverse effect on the Licensed Product’s features and functionalities.

not obligate SIE to test or evaluate any other Peripheral; (ii) such testing or evaluation will not shift to SIE any responsibility to ensure or assess the functionality or compatibility of any Publisher Peripheral or require SIE to report any Publisher Peripheral incompatibilities; (iii) SIE will not be deemed to have endorsed any Publisher Peripheral solely by reason of such testing or evaluation; and (iv) Publisher will provide SIE, at no additional cost or expense to SIE, with a reasonable number of samples of any applicable Publisher Peripherals for testing and review in a timely manner. If any PlayStation Compatible Product fails to perform to SIE’s satisfaction with any Publisher Peripheral that the PlayStation Compatible Product is intended to support, SIE may require, upon notice to Publisher, that Publisher modify such portions of the Publisher Property as are intended to support the affected Publisher Peripheral in order to remediate any performance issues identified by SIE, and if Publisher is unable or elects not to make such modifications, SIE may require that Publisher remove such applicable portions of the Publisher Property from the relevant Licensed Product.

(e.g. mobile companion app) that can be used with another Licensed Product must have an age rating that is comparable to the age rating for that applicable Licensed Product. Publisher shall use commercially reasonable efforts to comply with any other policies of SIE on the age rating, age gating and labeling of PlayStation Compatible Products intended to protect children as may be published within the Guidelines or otherwise communicated by SIE to Publisher, provided that such policies communicated by SIE to Publisher outside of the Guidelines will be generally the same as required of all other Licensed Publishers.

recover such Development Tools and comply with any corrective action specified by the applicable SIE Company to recover the Development Tools and to prevent any re-occurrence of any loss, theft, breach of security or other unauthorized disclosure involving the Development Tools, and Publisher gives that SIE Company its authority to conduct or assist in the recovery of lost, stolen or missing Development Tools. A breach of Sections 7.8(i) or (ii) constitutes a material breach of this GDPA.

at Publisher's cost. Publisher shall be responsible for any customs formalities or duties arising in connection with any such returns. If the loaning SIE Company reasonably determines Publisher failed to comply with a material provision of this Section 7 in relation to any loaned Development Tools, or where SIE reasonably determines there is an actual or suspected security risk involving such Development Tools or the Developer Website, it may demand immediate return of the loaned Hardware Tools and all related Software Tools, and Publisher shall use commercially reasonable efforts to comply within [***] business days. If Publisher fails to return any such loaned Development Tools, and the applicable SIE Company resorts to legal means to recover the same, then Publisher shall pay all of that SIE Company’s expenses, including the replacement value of the loaned Development Tools and SIE’s reasonable outside attorney’s fees directly relating to such recovery efforts.

(a)    Distribution of any Licensed Product is subject to SIE’s assessment, testing and approval in accordance with the terms of Section 6.3. Unless otherwise mutually agreed by the parties, Licensed Products will be distributed in accordance with Sections 9.1 or 9.2, as applicable. Unless expressly approved in writing by an SIE Company, Publisher may not publish a Licensed Product previously published by another Licensed Publisher in the same Territory for the same System.

(b)    Distribution of any PlayStation Compatible Product other than Licensed Products (including Peripherals) may require written approval by SIE and such approval may require Publisher to submit any such PlayStation Compatible Product to SIE for evaluation, assessment, testing, and approval pursuant to Section 6.3 and the Guidelines. Publisher’s distribution of such PlayStation Compatible Product may be subject to commercial or other conditions (following such evaluation or otherwise) mutually agreed to by the parties in

writing, including, solely to the extent mutually agreed for such PlayStation Compatible Product, a requirement that such PlayStation Compatible Product must be distributed through PSN. All requirements imposed by SIE in relation to any such PlayStation Compatible Product will be the same as are generally applicable to all Licensed Publishers of similar PlayStation Compatible Products.

Delivered Products (as contemplated in the Product Submission associated with such Digitally Delivered Products); (ii) resell (including by means of a retail voucher code), deliver and provide access to and use of Digitally Delivered Products to Users electronically via PSN for the System(s) on which Publisher elects to publish such Digitally Delivered Products, (either alone or as part of a Publisher approved bundle) by means of digital download, including to the extent necessary to effect such rights via reproduction, transmission, public performance, public display, public communication, and digitally wrapping and repackaging (such rights extending solely to any product (including its offline manual) published exclusively as a Physical Media Product under a Licensed Publisher Agreement which the parties agree in writing shall be digitally wrapped or repackaged by SIE for distribution as a Digitally Delivered Product through PSN subject to the terms of this GDPA); (iii) digitally stream Licensed Products to Users via PlayStation Now, subject to written agreement between the parties on a product-by-product basis, and copy and adapt the Licensed Products solely as necessary for that purpose; (iv) sublicense to Users, for their personal, non-commercial purposes, the right to browse Digitally Delivered Products available for the applicable System(s) for which Publisher makes such Digitally Delivered Products available, and a worldwide, non-transferable, non-exclusive right to access, download, store, use and play Digitally Delivered Products on the applicable System for which it was purchased or otherwise provided, subject to the terms established by SIE under which Digitally Delivered Products are supplied to Users, including, subject to written agreement between the parties on a product-by-product basis, in exchange for rental, subscription, bundle or time-based usage fees, and subject to any rental, subscriptions or other usage terms established by SIE; (v) allow Users to re-download and use any Digitally Delivered Product previously legitimately purchased on the same PSN account, without further charge or obligation; (vi) market, advertise and promote Digitally Delivered Products in any media, subject in all cases to the terms set forth in Section 9.2.3; (vii) use Advertising Material and Product Information to facilitate Digitally Delivered Product resale on or through PSN, subject in all cases to the terms set forth in Section 9.2.3; and (viii) make, store and use copies of Digitally Delivered Products and associated Product Information internally solely for testing, evaluation, quality control, User support, support in the operation of PSN (and any services offered thereunder) and for archiving, administrative, legal and rating board and other compliance purposes. With respect to any retail vouchers for Digitally Delivered Products, SIE will display or reference any disclosures, disclaimers and other notices on such retail vouchers as reasonably requested by Publisher, and SIE’s sale and distribution of retail vouchers may also be subject to any additional terms and conditions which may be agreed to by the parties in relation to any applicable retailer or Territory. For purposes of clarity, SIE will not distribute any Digitally Delivered Products via any subscription, bundle or compilation product, emulation, or streaming service unless mutually agreed to by Publisher and SIE in writing on a Licensed Product-by-Licensed Product basis, and will not distribute via PSN any Digitally Delivered Product until the release date designated by Publisher. Any digital repackaging or adaptation of a Licensed Product created by SIE pursuant to subsection (ii) or subsection (iii) above will be subject to Publisher’s prior written approval and will be considered Publisher Property (exclusive any SIE Materials or Licensed Trademarks therein), and if any rights, title or interest in such materials vest in SIE by operation of law or for any other reason, SIE assigns all rights, title and interest therein to Publisher.

and within each Territory, a non-exclusive license to use Product Information to further SIE’s resale or other electronic distribution of Digitally Delivered Products pursuant to this GDPA. Subject to the terms of this Section 9.2.3, this license includes the following grant of rights to SIE to: (i) use, publish, reproduce, distribute, display, exhibit, transmit and communicate to the public, make available, and publicly perform on or through any media Publisher’s and its licensors’ trademarks, service marks or logos, and Product Information in connection with the marketing or promotion of Digitally Delivered Products on PSN, or in connection with any campaign which is primarily aimed at advertising, marketing or promoting PSN, the PlayStation Store, the Systems or the PlayStation brand generally, and; (ii) edit, crop or vignette all such materials as appropriate to comply with technical limitations; provided, however, that any proposed use of Publisher’s and/or its licensors’ trademarks, service marks or logos and Product Information and Advertising Materials, including any editing, cropping or vignettes thereof by SIE pursuant to the foregoing will be subject to Publisher’s prior written approval (which may be provided on a campaign-by-campaign basis or via the provision of pre-approved assets). For purposes of clarity, where Publisher provides SIE with pre-approved Product Information or Advertising Materials, SIE will not need to seek Publisher’s further approval for use of such Product Information or Advertising Materials in any SIE controlled media-channels. Publisher may request that SIE take down and cease use of any specific Product Information or Advertising Materials that do not comply with this Section 9.2.3 or that become subject to any third party claim, and SIE will use commercially reasonable efforts to take down and cease use of such Product Information or Advertising Materials reasonably promptly following receipt of Publisher’s request. Except for any SIE Materials or Licensed Trademarks, any modifications, enhancements or derivative works of any of the Product Information or Advertising Materials created by or for SIE will remain the exclusive property of Publisher or its applicable third party licensors, and if any rights, title or interest in such materials vest in SIE by operation of law or for any other reason, SIE hereby assigns all such rights, title and interest in such materials to Publisher. The licenses granted in this Section 9.2.3 include a license to use Publisher Intellectual Property Rights as reasonably necessary to exercise the foregoing rights and licenses, subject to the terms set forth in this Section 9.2.3.

offer, display, supply, distribution, delivery, marketing, advertising and promotion of Digitally Delivered Products acting reasonably and in good faith; (iii) distribute, rent, sell, resell or market any SIE or third party product and service on PSN, including those that compete with Digitally Delivered Products; (iv) use age gates, filters or other restrictions to limit access of products and services offered through PSN; (v) acting reasonably and in good faith, commence or discontinue the marketing, resale, or electronic distribution of any Digitally Delivered Product; and (vi) suspend or cease PSN’s operation, in whole or in part, or suspend or cancel the offering or supply of any Digitally Delivered Product to a User in accordance with the ToSUA.

distribute via PSN in accordance with the terms of this Section 9.2 an unlimited quantity of Digitally Delivered Products until the date of cessation, subject to SIE’s compliance with the terms of this GDPA and any additional terms mutually agreed to in writing by the parties. Publisher may terminate the re-download rights granted for any Digitally Delivered Product pursuant to Section 9.2.2(v) on a product-by-product basis upon written notice to SIE where necessary to comply with Publisher’s contractual, legal or regulatory requirements (including without limitation in the event any applicable third party rights granted to Publisher in relation to such Digitally Delivered Product expire, are terminated or otherwise revoked). SIE will remove any retail vouchers from any retailer in any territory no less than [***] days following receipt of Publisher’s written request, provided that Publisher may request immediate removal to the extent required to comply with any contractual, legal or regulatory requirements (including without limitation in the event any applicable third party rights granted to Publisher in relation to such product expire, are terminated or otherwise revoked). SIE will use commercially reasonable endeavors to remove any retail vouchers relating to any Digitally Delivered Product which is removed from the PSN in accordance with this Section 9.2.8. This Section 9.2.8 is without prejudice to Section 16.2.

12.5    SIEA will provide a notice to Users in its privacy policy stating the following, “When a parent allows their child's Account to participate in games, chat or user-generated content features, they also consent to SIE sharing information with the publishers of the games, applications, or services that incorporate those features and the collection of information entered into such features by the child's Account (e.g. typing text into the chat feature).” [***].

Physical Media Product. SIE may prohibit disclosure of the SIE Materials to any subcontractor found to have acted or failed to act in a way that would constitute a material breach of the terms of this GDPA, or where SIE reasonably believes such subcontractor is likely to act or fail to act in a way that would constitute a material breach of the terms of this GDPA. SIE may subcontract or sublicense any of its rights or obligations under this GDPA, provided that SIE will cause its subcontractors to comply in all respects with the terms and conditions of the GDPA, and shall remain fully liable for the compliance of any of its subcontractor with the applicable terms of this this GDPA.

pursuant to the terms of this Section 15.1.3. SIE’s acceptance of any accounting statement, purchase order, or payment will not preclude SIE from challenging or questioning the accuracy thereof at a later time during the SIE Audit Period (as defined below). SIE will give Publisher specific notice of any objection to any payment (and any related documentation or reporting) provided by Publisher within [***] following the date on which Publisher provided such payment, documentation or reporting to SIE, or such payment, documentation or reporting will become conclusively binding and SIE waives any further right to object. If SIE reasonably believes that the pricing or revenue information provided by Publisher is not accurate, SIE is entitled to request additional documentation from Publisher to support the information provided. In addition, during the Term and for a period of [***] thereafter (the “SIE Audit Period”) and upon the giving of reasonable prior written notice to Publisher (in any event not less than [***] prior notice) SIE may, at SIE’s expense, hire a nationally recognized third party accounting firm, reasonably acceptable to Publisher, on a non-contingency-fee basis, which will be given access to, and the right to inspect, audit, and make copies and summaries of, and take extracts from, such portions of all records of Publisher, including those records from Publisher’s affiliates and branch offices, as they pertain to the Licensed Products and any payments due or credits received in relation to such Licensed Products, provided, however, that (i) Publisher may require any third party auditor to enter into a written confidentiality agreement with Publisher prior to conducting any such audit or being provided access to any of Publisher’s records, and all materials made available by Publisher pursuant to this paragraph will be considered Confidential Information of Publisher, and (ii) such third party auditor will not disclose any of Publisher’s Confidential Information to SIE except as necessary to provide the results of the audit to SIE. Any such audit shall take place during normal business hours and be performed in a manner intended to minimize disruption to Publisher’s business operations. An audit may not be performed more than [***] and may not be conducted within [***] prior to or following the end of Publisher’s fiscal year, and no statement may be audited [***]. If such inspection reveals any under-reporting of any payment due to SIE, Publisher shall promptly pay SIE such amount following receipt of SIE’s invoice. If any audit conducted by SIE reveals that Publisher has under-reported any payment due to SIE by [***] for the relevant audit period and that is not less than $[***], then in addition to the payment of the appropriate amount due to SIE, Publisher shall reimburse SIE for all reasonable third party audit costs for that audit and all collection costs to recover any unpaid amounts. SIE shall have the right to challenge or audit any payments (or related statement or records) pertaining to periods prior to the Effective Date, subject to the [***] limitation set forth above.

unless otherwise expressly stated in this GDPA or mutually agreed to in writing by Publisher and SIE. No further Wholesale Price or mutually-agreed revenue share shall be payable to Publisher where a User exercises an entitlement included with a Licensed Product (whether at purchase or at a later time) to download additional copies to other Systems or other compatible devices, whether by means of emulation or otherwise, as provided in accordance with the terms of this GDPA. Publisher may change a Digitally Delivered Product’s Wholesale Price by providing SIE with a revised Product Submission specifying the changes and the desired effective date, and SIE will use commercially reasonable efforts to meet the effective date of any such changes chosen by Publisher. A revised Product Submission shall be subject to the provisions of Section 9.2.7. With respect to any retail vouchers for Digitally Delivered Products distributed by SIE pursuant to Section 9.2.2, SIE will report and pay Publisher the applicable Wholesale Price and/or mutually agreed revenue share for such Digitally Delivered Product [***] for such retail voucher from any retailer or reseller of such Digitally Delivered Product. As used in this Section 15.2, “reporting period” means each period (e.g. monthly or quarterly) for which SIE provides reporting and payment to Publisher in accordance with Section 15.2.4.

conversion provider as SIE may adopt in its sole discretion, for the period in which the relevant Digitally Delivered Products are sold or licensed on PSN. With respect to any [***] that an SIE Company is entitled to take in any reporting period in accordance with the terms of [***], the SIE Company shall [***], provided, however, that if the total [***] exceeds the amount owed by that SIE Company to Publisher in the relevant reporting period, then Publisher [***]. Any [***] applied by an SIE Company to amounts owed to Publisher in any reporting period pursuant to Section 15.2.1 will be clearly noted on the reporting provided to Publisher pursuant to this Section 15.2.4. If requested by SIE, Publisher shall issue credit notes to SIE for all refunds shown in SIE’s statement in the month following that in which it receives a statement from SIE itemizing the refund in question. SIE will discuss in good faith with Publisher to harmonize reporting periods and pay amounts due to Publisher under this Section 15.2.4 on a [***] basis within [***] days of the end of each calendar [***] throughout the Territory, provided that SIE’s decision to delay or forgo such harmonization of reporting periods and timing of payments will not be deemed a breach of this GDPA.

during SIE’s normal business hours. An audit may not be performed more than [***] and no statement may be audited [***]. If an audit reveals any under-reporting of any payment due to Publisher, SIE shall promptly pay Publisher the under-reported amount. If an audit conducted by Publisher reveals that SIE has under-reported any payment due to Publisher by [***] or more for the relevant audit period and that is no less than $[***], then in addition to the payment of the appropriate amount due to Publisher, SIE shall reimburse Publisher for reasonable third-party audit costs. Publisher shall have the right to challenge or audit any statement or records pertaining to any periods prior to the Effective Date, subject to the [***] limitation set forth above [***].

number and each shall fulfil its obligations relating to VAT under the applicable reverse charge procedure which, in the EU, is stipulated in Article 196 of the EU VAT Directive 2006/112/EC. If the paying party does not provide the appropriate and valid VAT registration number, or applicable documentation in support of an exemption from VAT, then the supplying party will be entitled to charge VAT at the appropriate rate until such a time as an appropriate and valid VAT registration number, or the applicable documentation, is provided, at which time the VAT charged will be refunded or otherwise credited as permissible by law, provided the VAT registration number or other exemption was valid and appropriate at the time the VAT was charged.

world of any third party is necessary to enable SIE to exercise the rights granted pursuant to the terms of this GDPA;

in high technology industries to ensure that such third parties protect and maintain the confidentiality of such source code;

Indemnified Claim(s)”), provided that (a) SIE shall give prompt written notice to Publisher of the assertion of any Publisher-Indemnified Claim; (b) Publisher shall have the right to select counsel and control the defense and settlement of any Publisher-Indemnified Claim, except that with respect to any Publisher-Indemnified Claims made by a third party against SIE, SIE shall have the right to select counsel for itself and control the defense and settlement of the Publisher-Indemnified Claim against SIE, provided however that any applicable SIE Company shall not agree to the settlement of any Publisher-Indemnified Claim that would require Publisher to admit liability or otherwise prejudice Publisher without the applicable Publisher Affiliate’s prior written consent; and (c) SIE shall provide Publisher with reasonable assistance and cooperation concerning any Publisher-Indemnified Claim, except that SIE need not incur any out-of-pocket costs in rendering such assistance and cooperation. Subject to the foregoing, Publisher shall have the exclusive right, at its discretion, to commence and prosecute at its own expense any lawsuit or to take such other action with respect to Publisher-Indemnified Claims as shall be deemed appropriate by Publisher. In the event of any Publisher-Indemnified Claim (or other third party claim, demand or threat made directly against Publisher) relating to any User Content, upon request from Publisher, SIE will promptly take down (or have taken down) and cease all use and distribution of any such User Content from PSN or any other channel or outlet under any SIE Company’s control.

PlayStation Compatible Products, or for any software errors or “bugs” in Product Information included on SIE demonstration discs.

Publisher shall promptly notify the SIE Company located in the relevant Territory or Territories. SIE shall have the sole right, in its discretion, to institute and prosecute lawsuits against third parties regarding infringement of SIE Intellectual Property Rights. Any lawsuit shall be prosecuted solely at the cost and expense of SIE and all sums recovered in any such lawsuits, whether by judgment, settlement or otherwise, shall belong solely to SIE. Upon SIE’s request, Publisher shall execute all papers, testify on all matters and reasonably cooperate with SIE for the prosecution of any such lawsuit. SIE shall reimburse Publisher for the reasonable expenses incurred as a result of such cooperation, but unless authorized by other provisions of this GDPA, not costs and expenses attributable to any cross-claim, counterclaim or third party action by or against Publisher.

action, investigation, or threatened action or investigation, unless Publisher is ordered by a court not to so notify;

Where Publisher or its employees, directors, officers, or subcontractors, consultants, auditors, legal counsel, or agents may have directly or indirectly disclosed or made available SIE Materials not expressly authorized by this GDPA, Publisher shall cooperate fully with SIE in mitigating the effects of such disclosure, including enforcement of confidentiality agreements, commencement and

prosecution in good faith (alone or with SIE) of legal action, and reimbursement for all reasonable lawyers’ fees, costs and expenses incurred by SIE to protect its proprietary rights in the SIE Materials.

or proprietary nature of the Publisher Confidential Information, and SIE shall be responsible for any breach of this GDPA by all such persons;

In addition, SIE shall have the right to disclose the existence of this GDPA, and to make public announcements regarding the GDPA, provided that any public announcement regarding this GDPA, including without limitation any press release, will be subject to the mutual agreement of the parties prior to distribution or release. SIE will not disclose the [***] of this GDPA to any third party other than those third parties to whom SIE is authorized to disclose Publisher Confidential Information in accordance with the terms of Section 20.6.3.2 or 20.6.5.5.

under this GDPA, which breach shall not have been cured in full within [***] days following notice from Publisher specifying and requiring the cure of such breach.

As used in this section, “controlling interest” means, with respect to any form of entity, sufficient power to control the decisions of such entity. Publisher shall immediately notify SIE in writing in the event that any of the events or circumstances specified in Section 21.5 occur. In the event of termination under Section 21.5.8, each SIE Company shall have the right to terminate any other agreements entered into between that SIE Company and Publisher

no further right to continue the development, publication, manufacture, marketing, advertising, sale or other distribution of any PlayStation Compatible Products, or to continue to use any Licensed Trademarks; provided, however, that for a period of [***] after the effective date of termination, and subject to all the terms of Section 20, and provided this GDPA is not terminated pursuant to Section 21.5 (exclusive of Section 21.5.2), Publisher may retain such portions of the SIE Materials as SIE in its sole discretion agrees are required to support end-users who possess Licensed Products, other PlayStation Compatible Products and/or who have access to Online Activity, and Publisher may continue to provide Online Activity to Users, but must return all these materials at the end of such [***] period. Upon expiration or termination, the licenses and related rights herein granted to SIE by Publisher shall immediately revert to Publisher, and SIE shall cease from any further use of the Publisher Property, Product Information and any Publisher Intellectual Property Rights therein; provided that, unless this GDPA was terminated pursuant to Section 21.3, SIE may continue the manufacture, marketing, advertising, sale and other such distribution by SIE or its designee’s demonstration physical media containing Publisher’s Product Information which Publisher had previously approved for [***] days following expiration or termination of this GDPA, provided that Publisher may terminate such rights upon written notice to SIE to the extent necessary to comply with Publisher’s contractual, legal or regulatory requirements (including without limitation in the event any applicable third party rights granted to Publisher in relation to such materials expire, are terminated or otherwise revoked), in which case SIE will promptly cease use of any applicable Product Information following such termination.

addition, upon expiration or earlier termination of the Term: (a) all rights, licenses or other entitlements to Digitally Delivered Products granted in accordance with the terms of this GDPA to users that purchased such Digitally Delivered Products during the Term shall survive termination and continue for so long as such rights, licenses or entitlements were granted, subject to the applicable terms of this GDPA, the ToSUA, and the terms of any Publisher EULA and Publisher’s Additional Terms; and (b) SIE shall have the corresponding post-termination rights to store, provide access to, and otherwise enable the permitted delivery of, such Digitally Delivered Products to such users for the remaining duration of their respective rights, licenses and entitlements, subject to the applicable terms of this GDPA. The SIE Company’s obligations set forth in Section 15 of this GDPA will survive any expiration or termination of this GDPA and continue for such period that any SIE Company continues to distribute Digitally Delivered Products and collect any amounts in relation to such distribution.

bear their own costs and will share equally in paying the expenses and fees of the arbitrator. The arbitrator may not alter the foregoing allocation of their costs, nor of the arbitrator’s fees and expenses. Other than as set forth below in Section 24.2 or any action necessary to enforce the award of the arbitrator, SIEA and Publisher agree that the provisions of this section are a complete defense to any suit, action or other proceeding instituted in any court or before any administrative tribunal with respect to any Dispute.

ATTN: Vice President, Legal Dept.

Sony Interactive Entertainment Inc.

1-6-27 Konan

Minato-ku, Tokyo 108-8270

Japan

ATTN: General Counsel

Sony Interactive Entertainment LLC

2207 Bridgepointe Parkway

San Mateo, CA 94404

USA

ATTN: Vice President, Legal & Business Affairs

Sony Interactive Entertainment Europe Limited

10 Great Marlborough Street

London W1F 7LP

United Kingdom

In addition, any notice sent by any SIE Company regarding any modification to the Guidelines may be sent by email to the email address set forth above in this Section 25.1.1.

forth above in this Section 25.5, any attempted or purported assignment, delegation or other such transfer, directly or indirectly, without the required consent of SIE shall be void and a material breach of this GDPA. SIE shall have the right to assign, sub-license, encumber or transfer this GDPA or any and all of its rights and obligations hereunder solely to any Affiliate or to any other party with Publisher’s prior written consent (not to be unreasonably withheld or delayed), and provided that any assignee will agree with SIE to be bound by the terms and conditions of this GDPA in writing. SIE may subcontract to any third party, subject to terms reciprocal to those set forth in Section 14. Subject to the foregoing, this GDPA shall inure to the benefit of the parties and their respective successors and permitted assigns (other than in connection with any of the events referenced in Section 21.5.4).

applicable law, on the posting of a bond in an amount not to exceed USD $[***] (or the equivalent amount in foreign currency where outside of the SIEA Territory), enjoining any breach or threatened breach of any or all of such provisions taking place in the applicable Territory or otherwise affecting that party or its Territory.

By: /s/ Philip L. Rosenberg        By: /s/ Paul Cairns

Print Name: Philip L. Rosenberg        Print Name: Paul Cairns

Title: SVP        Title: SVP Business Affairs & Development

Date: 5/11/2018        Date: 5/10/2018

By: /s/Andy D’Souza

Print Name: Andy D’Souza

Title: International Publishing Manager, EA Int’l

Date: 5/10/2018

“Additional Terms” has the meaning set forth in Section 10.1.

“Advertising Materials” means any advertising, marketing, merchandising, promotional, contest or competition-related, press release, display, point of sale or website materials regarding or relating to PlayStation Compatible Products or depicting Licensed Trademarks. Advertising Materials include any advertisements or promotions in which any System is displayed, referred to, or used, including giving away any System as a prize in contests or sweepstakes and the public display of any System in product placement opportunities.

“Affiliate” means Sony Computer Entertainment Korea Inc., Sony Computer Entertainment Hong Kong Limited, Sony Network Entertainment International, LLC, Sony Network Entertainment Europe Ltd., Gaikai, Inc., Sony Digital Audio Disc Corporation, Sony DADC Austria AG, any Designated Manufacturing Facility, any direct or indirect subsidiary or parent of any of the foregoing, and any other entity created that becomes a direct or indirect subsidiary or parent of, or shares a common direct or indirect parent with, an SIE Company.

“Designated Manufacturing Facility” means a manufacturing facility that is designated by the SIE Company, in its sole discretion, to manufacture and assemble Physical Media Products or any of their component parts in that SIE Company’s Territory.

“Development Site” means the location(s) where Development Tools are used to develop PlayStation Compatible Products.

“Development Tools” means the Hardware Tools and Software Tools.

“Developer Website” means DevNet, TPRNet and any other password-protected website that an SIE Company may maintain to facilitate the dissemination of Development Tools or other SIE Materials to Licensed Publishers, or to provide Licensed Publisher with written materials associated with and that describe the function of the Development Tools, including any data, object code, source code, libraries, firmware, documentation, and other tools and information.

“Digitally Delivered Product” means a Licensed Product distributed to end-users by electronic or other non-physical means now known or hereafter devised (including wireless, cable, fiber optic, telephone, cellular, microwave or radio waves, the Internet, or private network).

“Dispute” has the meaning set forth in Section 24.

“Effective Date” has the meaning set forth in the first paragraph of this GDPA.

“Firmware” means all code embedded on any chip contained within any Hardware Tool, as may be upgraded or changed from time to time.

“Force Majeure Condition” has the meaning set forth in Section 25.2.

“GDPA” has the meaning set forth in the first paragraph of this agreement.

“Guidelines” means any guidelines, specifications or policies of an SIE Company with respect to the development, manufacture, marketing and publishing of PlayStation Compatible Products, including any requirements regarding the

display of Licensed Trademarks, use of Advertising Materials, or the protection of SIE Intellectual Property Rights, in each case in the form made available, and as applicable, to all of SIE’s Licensed Developers and Licensed Publishers. The Guidelines, and any modifications or additions made from time to time in accordance with Section 4, shall be set forth on the Developer Website or at such URL as is provided by SIE to Publisher. The Guidelines shall be comparable to the guidelines applied by SIE to its own software products for the Systems. The Guidelines are incorporated into and form a part of this GDPA.

“Hardware Tools” means the hardware components of the development systems used for development of PlayStation Compatible Products, or portions of such components, as updated or changed, that SIE may provide to Licensed Publishers or Licensed Developers. “Hardware Tools” does not include Software Tools.

“Initial Term” has the meaning set forth in Section 21.1.

“Intellectual Property Rights” means all worldwide intellectual property rights, current or future, including rights in or related to patents, inventions, designs, copyrights and related rights, databases, trademarks, service marks, trade names, trade dress, mask work rights, utility model rights, trade secret rights, technical information, know-how, and the equivalents of the foregoing under the laws of any jurisdiction, and any other intellectual property rights recognized in the Territory (including all registrations, applications to register and rights to apply for registration of the same), for their full term including all renewals and extensions.

“Licensed Developer” means an entity that has in effect a Licensed Developer Agreement with an SIE Company, or that has signed a separate PlayStation Global Developer and Publisher Agreement.

“Licensed Developer Agreement” means a valid and current license agreement authorizing the development of software for any System, fully executed between a Licensed Developer and a SIE Company.

“Licensed Product” means a PlayStation Compatible Product that installs or operates (or is designed to install or operate) on a System, and associated Packaging, Printed Materials, metadata, and content. For the avoidance of doubt, Licensed Product does not include middleware (except as incorporated into a Licensed Product) or Peripherals.

“Licensed Publisher” means an entity that has signed a GDPA or other Licensed Publisher Agreement in full force and effect and has been approved in writing by an SIE Company to develop or publish Licensed Products.

“Licensed Publisher Agreement” means a valid and current license agreement authorizing the publishing of software for any System, fully executed between a Licensed Publisher and an SIE Company, including any Global Developer and Publisher Agreement.

“Licensed Trademarks” means the trademarks, service marks, trade dress, logos, icons and other indicia designated in the Guidelines or for use on, in or in connection with Licensed Products.

“Online Activity” means the online interaction by end-users with other end-users (which, for the avoidance of doubt, includes the sharing of User Content within the gameplay or online environment of Licensed Products), with online elements (such as PlayStation Home, the virtual, interactive community of PSN), or with Publisher or its designee, via the use of a PlayStation Compatible Product.

“Packaging” means the carton, containers, cases, edge labels, wrapping materials, security seals and other proprietary labels and trade dress elements of or concerning the Physical Media Product (and all parts of any of the foregoing) but specifically excluding Printed Materials and discs or game cards.

“Peripheral” means a device that connects to, interfaces with or interacts with a System, including controllers, cameras, wheels, mice and keyboards and other input devices.

“Physical Media Product” means a Licensed Product distributed in a physical form specified by SIE, such as a Blu-ray disc or game card.

“PlayStation Compatible Product” means any software, content, service, hardware, Peripheral, good, or other item that [***]. Subject to the requirements in the foregoing sentence, PlayStation Compatible Product may include applications (including companion aps), communication features, virtual currency, audio and visual material (including demos, videos, themes, wallpapers, levels, maps, consumable items, skins, virtual items, and avatars), modifications, improvements, additions, upgrades, updates, patches, scripts, player statistics and data, notices, links or other content intended for or capable of use on or connection to a System.

“PlayStation Now” means the SIE proprietary cloud gaming service that allows Users to access content streamed from remote servers to Systems and other SIE-approved devices.

“PlayStation Plus” means the SIE premium subscription service available through PSN.

“PlayStation Store” means the primary destination within PSN for the discovery and purchase of content.

“Printed Materials” means all artwork and mechanicals for the disc label for each Physical Media Product and for the Packaging relating to any of the Physical Media Products, and all instructional manuals, liners, inserts, and any other materials and user information within or attached to the Packaging and distributed as part of the Physical Media Products.

“Product Information” means Publisher’s name, any extracts or references to Licensed Products, any trademarks, services marks, trade dress, logos, icons or other indicia used on, in or in connection with Licensed Products, any information owned or licensed by Publisher relating to any of the Licensed Products, including demos, videos, hints and tips, artwork, depictions of Physical Media Products, cover art and videotaped interviews; all of the foregoing as may be further specified in the Guidelines, and as provided by Publisher pursuant to Section 9.2.3.

“Product Proposal” means a written proposal prepared by Publisher and submitted to SIE under the Guidelines regarding the concept and design for a Licensed Product or other PlayStation Compatible Product (as applicable).

“Product Submission” has the meaning given to it in Section 9.2.7.

“PSN” means the proprietary online network operated by SIE or Affiliates accessible via the Systems and other devices, including services provided as part of or through that network, such as PlayStation Now and the PlayStation Store. PSN includes new services and features developed and offered after the date of this GDPA, and other online networks launched after the date of this GDPA, as specified by SIE.

“PSN ID” means SIE’s unique User identifier on PSN.

“Publisher” has the meaning set forth in the first paragraph of this GDPA. For the avoidance of doubt, a “Publisher” may be an entity which chooses only to exercise the rights to develop, and not the rights to publish, Licensed Products under this GDPA.

“Publisher Affiliate” means the entities listed in Schedule 2, as updated by written agreement between the parties from time to time.

“Publisher Confidential Information” has the meaning set forth in Section 20.6.1.

“Publisher EULA” has the meaning set forth in Section 10.2.

“Publisher-Indemnified Claims” has the meaning set forth in Section 17.2.

“Publisher Intellectual Property Rights” means those Intellectual Property Rights that are owned and controlled by Publisher and that relate to the Publisher Property, Packaging, Product Information, Product Proposals, Printed Materials, Advertising Materials or other materials.

“Publisher Property” means any software or other materials (including without limitation any audio-visual materials) developed by or on behalf of Publisher, or controlled by Publisher, or provided by or on behalf of Publisher in connection with any PlayStation Compatible Product, not including any Software Tools or SIE Intellectual Property Rights.

“Purchase Order” means a written purchase order issued by Publisher pursuant to Section 8.3, regarding the purchase of Physical Media Products (or other products or materials that may be ordered under this GDPA), that conforms to the Guidelines and other terms and conditions imposed by the applicable SIE Company or applicable Designated Manufacturing Facility.

“SIE” has the meaning set forth in the first paragraph of this GDPA.

“SIE Company” has the meaning set forth in the first paragraph of this GDPA.

“SIE-Indemnified Claims” has the meaning set forth in Section 17.1.

“SIE Intellectual Property Rights” means those Intellectual Property Rights that relate to a System, the design and development of PlayStation Compatible Products (exclusive of any Publisher Intellectual Property Rights therein), PSN and any SIE Materials.

“SIE Materials” means the Development Tools, the terms of this GDPA, the Guidelines, all information obtained from a Developer Website; other information, documents and materials developed, owned, licensed or under the control of SIE or any Affiliate, including all those relating to processes, data, hardware, software, network communications and related activities, inventions, trade secrets, ideas, creations, improvements, designs, discoveries, developments, research and know-how, including SIE Intellectual Property Rights relating to the Development Tools; information, documents and other materials regarding SIE’s or any Affiliate’s finances, business and business methods (including commercial relationships, licensing terms, pricing and customers lists), marketing and technical plans, and development and production plans; and third-party information and documents licensed to or under the control of SIE or any Affiliate. SIE Materials consists of information in any medium, whether oral, printed, in machine-readable form or otherwise, provided to Publisher before or during the Term, including information subsequently reduced to tangible or written form.

“SIEA” has the meaning set forth in the first paragraph of this GDPA.

“SIEE” has the meaning set forth in the first paragraph of this GDPA.

“SIEI” has the meaning set forth in the first paragraph of this GDPA.

“SIEA Territory” means the following countries: Canada, Mexico, Brazil, Chile, Argentina, Peru, Ecuador, Colombia, Nicaragua, Honduras, Costa Rica, Guatemala, El Salvador, Panama, Bolivia, Paraguay, United States of America (and its territories and possessions), and Uruguay, or as otherwise provided in the Guidelines.

“SIEE Territory” means the following countries: Albania, Algeria, Andorra, Angola, Armenia, Australia, Austria, Azerbaijan, Bahrain, Bangladesh, Belgium, Belorussia, Bosnia Herzegovina, Botswana, Bulgaria, Cameroon, Croatia, Cyprus, Czech Republic, Denmark , Djibouti, Egypt, Estonia, Ethiopia, Fiji, Finland, France, Georgia, Germany, Ghana, Gibraltar, Greece, Hungary, Iceland, India, Ireland, Israel, Italy, Jordan, Kazakhstan, Kenya, Kosovo, Kuwait,

Kyrgyzstan, Latvia, Lebanon, Liechtenstein, Lithuania, Luxembourg, Macedonia, Madagascar, Malawi, Malta & Gozo, Mauritius, Moldova, Monaco, Montenegro, Morocco, Mozambique, Namibia, Netherlands , New Zealand, Nigeria, Norway, Oman, Pakistan, Papua New Guinea, Poland, Portugal, Qatar, Romania, Russian Federation, San Marino, Saudi Arabia, Senegal, Slovakia, Slovenia, Somalia, South Africa, Spain, Swaziland, Sweden, Switzerland, Tajikistan, Tanzania, Tunisia, Turkey, Turkmenistan, Uganda, Ukraine, united Arab Emirates, United Kingdom, Uzbekistan, Vatican, Yemen, Zaire, Zambia and Zimbabwe, or as otherwise provided in the Guidelines.

“SIEJA Territory” means the following countries: Thailand, Philippines, Malaysia, Vietnam, Singapore, Indonesia, Taiwan, Korea, Hong Kong, People’s Republic of China and Japan, or as otherwise provided in the Guidelines.

“Software Product License Agreement” means the end-user license agreement between SIEA and a user found at us.playstation.com/softwarelicense or, for SIEE, the Software Usage Terms (or equivalent) between SIEE and a user found on the packaging or eu.playstation.com/legal.

“Software Tools” means software (including object code, source code and libraries and Firmware) and Documentation relating to any Systems that are supplied by SIE to Publisher for the development of PlayStation Compatible Products.

“System” means each of the proprietary PlayStation systems known as the PlayStation, PlayStation 2, PlayStation 3, PlayStation 4, PlayStation Portable (PSP), PlayStation Vita (PS Vita), and PlayStation Vita TV (PS Vita TV), including all backward compatible iterations and server emulation of each. Collectively, all of the foregoing are referred to as the “Systems.”

“System Bypass Areas” has the meaning set forth in Section 5.1.

“Term” has the meaning set forth in Section 21.2.

“Territory” means any one of the SIEA Territory, the SIEE Territory, or the SIEI Territory.

“ToSUA” means the terms of service, user agreement and privacy policy for PSN, as amended from time to time.

“User” means an individual with a PSN account.

“User Content” has the meaning given to it in Section 6.7.

“VAT” means Value Added Tax as set out in the UK Value Added Tax Act 1994 or, in relation to any member state of the European Union, the equivalent system of Value Added Tax as defined in the EU VAT Directive (2006/112/EC) or, in relation to any non-EU country, the equivalent tax, such as, but not limited to, VAT, sales tax and GST.

“Wholesale Price” means, for Digitally Delivered Products sold by Publisher to SIE for resale, the price that Publisher offers and SIE accepts for each unit of a specified Digitally Delivered Product, as may be stated in a form provided by SIE. For Physical Media Products, “Wholesale Price” means the initial wholesale price or price to trade Publisher offers to retailers, distributors, wholesalers or other intermediaries of Physical Media Products, as evidenced by sell sheets or other trade materials.

Electronic Arts Inc. to publish Licensed Products in [***].

EA Swiss Sarl to publish Licensed Products in [***].

EA Swiss Sarl to publish Licensed Products in [***].

Electronic Arts Inc. to publish Digitally Delivered Products [***], Electronic Arts K.K. to publish Physical Media Products [***].

EA Swiss Sarl to publish Licensed Products in [***].