Sony Pictures Entertainment Inc.
Multimedia Protection
Technology Protection
Insurance Summary
August 31, 2012 to August 31, 2013
Prepared by:
Lockton Companies
DISCLAIMER: This insurance summary is subject to the terms, conditions and limitations of the policy.
Nothing contained herein should be construed as legal advise. It is provided as general advise only.
Knowledgeable legal counsel should be consulted for any legal questions or interpretations.
Phone:
Website:
1
646-572-7365
www.lockton.com
Sony Pictures Entertainment Inc.
Insurance Summary
General Terms & Conditions
Company:
Sony Pictures Entertainment Inc. (“SPE”) and its subsidiaries
Coverage:
Multimedia and Technology Protection Modules
Primary Insurers:
Primary: Lloyd’s of London (50/50 quota share led by Syndicate 3624 at
Lloyd’s [managed by Hiscox Syndicates Ltd] & Executive Risk Specialty
Insurance Company [“Chubb”]).
A.M. Best Ratings: A XV (Lloyd’s) / A++ XV (Chubb)
First Excess Insurer:
Second Excess Insurer:
Third Excess Insurer:
Forth Excess Insurer:
Fifth Excess Insurer:
Lloyd’s of London (Beazley Syndicate 2623/623) / A.M. Best Rating: A XV
Lloyd’s of London (Brit Syndicate 2987) / A.M. Best Rating: A XV
Continental Casualty Company (“CNA”) / A.M. Best Rating: A XV
Lloyd’s of London (Aspen Syndicate 4711) / A.M. Best Rating: A XV
Atlantic Specialty Insurance Co. (“OneBeacon”) / A.M. Best Rating: A XII
Policy Period:
August 31, 2012 to August 31, 2013
Total Limit of Liability:
$80,000,000 Aggregate
Retention:
Retroactive Date:
$10,000,000 each and every claim
August 31, 1981
Insurer/Layer Limit of Liability
Hiscox/Chubb Quota
Share Primary Policy:
Beazley 1st XS Policy:
Brit 2nd XS Policy:
CNA 3rd XS:
Aspen 4th XS:
OneBeacon 5th XS Policy:
Policy Number
$20M
Incl. in above
$20M x/s $20M
$10M x/s $40M
$10M x/s $50M
$10M x/s $60M
$10M x/s $70M
TMT 2301269 (Hiscox)
8224-2854
(Chubb)
MEDTE1200116
MEDTE1200365
425437108
MEDTE1200693
MEX-0567-12
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Sony Pictures Entertainment Inc.
Insurance Summary
General Terms & Conditions
Notice of Claims or Circumstances-Report as soon as possible:
To: Len Venger –SPE Litigation Dept; Janel Clausen & Kate Calabrese –SPE Risk Management Dept
[email protected]
[email protected] /[email protected]
(Between first & last name is an underscore in emails above).
Media Liability: Coverage for all content created, produced and/or disseminated by you regardless
of the mode or method of communicating such content including but not limited to films,
television programs, radio programs, audio or video producitons, or any other form of
programming, publishing of books or magazines or other printed works, website content,
music videos, or other muscial productions and the advertising or promotion of any of the
aforementioned content or of your goods and services.
Technology Errors & Omissions: covers building, modifying, supplying, installing, delivering and
providing entertainment-related software and technology services, including interactive
games; post production services; web hosting; web design and related customer support
maintenance, consulting and training.
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Sony Pictures Entertainment Inc.
Insurance Summary
General Terms & Conditions
Extended Reporting Periods:
Subject to the claim or potential claim directly arising from business activities first performed after the
retroactive date but before the end of the policy period.
Automatic 60 days if the Insurer non-renews, then you can report claims and potential claims up to 60 days
after the policy period expired provided your GC, Risk Manger or any in-house lawyer first become aware of
the claim or potential claim during the last 60 days of the policy period or during the 60 day window
immediately following the policy period.
Discretionary Extended Reporting Period offered at the sole discretion of the Insurer, if the Insurer refuses to
renew or cancels the policy, then the Insured may be given the option to apply for three successive 12-month
extended reporting periods with the first 12-months at 100% of the annual premium and the maximum for the
36-month is 200% of the annual premium.
In the event of a change in control, the Insured must notify the Insurer within 30 days and pay 100% of the
annual premium for a 12 month extended reporting period.
Cancellation: For non-payment of premium only.
Geographical Limit: Worldwide
Important Definitions:
“Claim” means a written assertion of liability or any written demand for financial compensation, injunctive relief
or subpoena made or served against you anywhere in the world or any regulatory action or proceedings
brought against you by the Federal Communications Commission arising out of media content created or
disseminated by you.
“Existing Subsidiary” means each and every entity over which, on or prior to the inception date of this policy,
the Insured has management control. Management control means, with respect to any entity: 1. the Insured
directly or indirectly owns more than 50% of the assets or outstanding voting shares or interests as of the first
day of the policy period or 2. the Insured has ownership of interests representing the power to elect, appoint or
designate a majority of the entity’s (i) directors if such entity is a corporation, (ii) committee members if such
entity is a joint venture or partnership or (iii) the members of its management board, if such an entity is a limited
liability company or 3. the Insured has possession of the right, pursuant to a written contract or by the laws,
charter, operating agreement or similar document of the parent company to elect, appoint or designate a
majority of the entity’s (i) directors if such entity is a corporation, (ii) committee members if such entity is a joint
venture or partnership or (iii) the members of its management board, if such an entity is a limited liability
Company; 4. the entity is consolidated with the Insured for financial reporting purposes; or 5. Divested Entity,
provided, however coverage is provided for Business Activities performed prior to the effective time such
Divested Entity ceased to be an Existing Subsidiary and after the retroactive date, August 31, 1981.
“Loss” any financial harm caused to your business.
“You and Your” meaning Sony Pictures Entertainment Inc., existing subsidiaries, and acquired
entities, but not including employees or independent contractors of the Insured or any existing subsidiary
or acquired entity; board members, executive officers, in-house counsel, risk managers, chief technology
officers, chief information officers, and chief privacy officers of the Insured, existing subsidiaries, and
acquired entities; and a person or entity that takes legal control of the insured, existing subsidiary, or
acquired entity upon the insolvency or bankruptcy of the insured, existing subsidiary, or acquired
entity(subject to a threshold and certain criteria).
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Sony Pictures Entertainment Inc.
Insurance Summary
General Terms & Conditions
Major Exclusions:

Personally Identifiable Information Exclusion for claim, loss or costs for, alleging, or arising from any
unauthorised acquisition, access, use, or disclosure of personal information in any form, or an actual or
alleged breach, violation or infringement of any right to privacy, duty of confidentiality, data security
requirement, consumer data protection law, or other legal protection or contractual liability for personal
information (regardless of whether the term personal information is defined in any statute or regulation) in
any form. However, with regard to the Multimedia Protection Module only, this exclusion shall not apply
to the following: a. Claim or loss for false light, intrusion of a person's seclusion, breach of duty of
confidentiality or invasion of privacy, that arises solely out of media content created or produced by you;
b. Claim or loss for unauthorized interception or recording of images or sound in violation of any civil antiwiretap statutes. However, a & b does not apply to any actual or alleged breach of security of personal
information whether stored, at rest or in transit.

Patent Infringement and trade secret except for trade secret misappropriation under the Technology
Protection Module only through direct access from a third party maliciously targeting your computer
system and gaining unauthorized access to such trade secrets solely by electronically circumventing
your security system.

Any fraud, dishonest conduct, criminal conduct, except this exclusion does not apply to the following:
what is granted under the Technology Protection Module; when there is a final adjudication in any
judicial, administrative or ADR proceeding or an admission; or such conduct or violation was in
connection with your media content and such conduct was approved in advance by your legal counsel on
the basis of good faith belief that it would be protected by the First Amendment to the U.S. Constitution
and such claim falls under the Media Protection Module what has to go wrong (d), (e) or (j) or under the
Technology Protection Module what has to go wrong (e) or (f).

Unfair competition, deceptive trade practices or restraint of trade or antitrust statute, legislation or
regulation except this exclusion does not apply to the Media Protection Module, what has to go wrong
under g.; and under the Technology Protection Module, what has to go wrong under d.

Any regulation from any governmental enforcement of state, or federal including but not limited to the
SEC and FCC; except this exclusion does not apply to any otherwise claim of a federal, national, state,
local or foreign government, agency or entity that is a client of yours and has asserted a claim in its
capacity as a client.

Any claim relating to securities or breach of any security laws; misrepresentation of financial statements,
providing financial advice, violation of tax law or breach of fiduciary duty except for breach of any duty of
confidentiality under the Multimedia Protection Module relating to principle-agent relationship; and arises
from submission of literary material including ideas.

RICO; ERISA and/or equivalent thereof; employment liability; shareholder liability; any person or entity
falling in the definition of you; civil, criminal, regulatory sanctions, fines, penalties, disgorgement of
profits, treble or multiple damages; civil unrest; pollution; bodily injury except for mental anguish or
distress stemming from a covered cause of action for defamation, breach of privacy, negligent
publication; and damage or destruction or loss of use of any tangible property is excluded.
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Sony Pictures Entertainment Inc.
Insurance Summary
Media Protection Module
What is Covered?
The performance of business activities on or after the retroactive date by you or anyone on your behalf,
including your subcontractors, results in a claim first made against you during the policy period for,
including but not limited to, any actual or alleged:
a) intellectual property infringement (but not any patent infringement or trade secret misappropriation),
including but not limited to copyright infringement, trademark infringement, trademark dilution, trade
dress infringement, publicity rights violations, cybersquatting violations, moral rights violations, any act
of passing-off, or any misappropriation of formats, characters, trade names, character names, titles,
plots, musical compositions, voices, slogans, graphic material, or artwork;
b) breach of a license you have acquired to use a third party’s trademark and/or copyrighted material,
but only to the extent your use inadvertently exceeds express limitations in the license regarding the
territory, duration, or media in which the material may be used and only if such breach is asserted in
conjunction with and based on the same factual allegations as a claim under MPM I. (a) above;
c) plagiarism or breach of an implied-in-fact or implied-in-law contract based on your use of a third
party’s creative idea;
d) defamation, including but not limited to libel, slander, trade libel, product disparagement, injurious
falsehood, or any claim for emotional distress or outrage based on harm to the character or reputation
of any person or entity;
e) breach of any duty of confidentiality, invasion of privacy, or violation of any other legal protections for
personal information, including but not limited to false light, intrusion upon a person’s seclusion, public
disclosure of a person’s private information, misappropriation of a person’s picture, name, voice or
identity for commercial gain, or unauthorised interception or recording of images or sound in violation
of any civil anti-wiretap statute;
f) failure to give credit or attribution of authorship in accordance with any agreement to which you are a
bound signatory;
g) unfair competition, deceptive business practices, or false designation of origin, but only when asserted
in conjunction with and based on the same factual allegations as a claim under MPM I. (a) (b) (c) or
(d) above;
h) promissory estoppel or breach of contract brought by your newsgathering source, but only to the
extent such claim(s) directly stem from your promise to protect the anonymity of that source;
i) negligence or breach of any duty to use reasonable care, including but not limited to negligent
misrepresentation or negligent transmission of a computer virus, but only if arising out of content
created, produced and/or disseminated in any media by you;
j) trespass, false arrest, wrongful entry, wrongful eviction, or malicious prosecution, but only if asserted
in conjunction with a claim under MPM I. (a) – (i) above.
Business Activities: Where the phrase “business activities” appears (whether in singular or in plural), it
shall solely mean the following: All content created, produced and/or disseminated by you regardless of
the mode or method of communicating such content including but not limited to films, television
programmes, radio programmes, audio or video productions or any other form of programming, publishing
of books or magazines or other printed works, website content, music videos or other musical productions
and the advertising or promotion of any of the aforementioned content or of your goods and services.
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Sony Pictures Entertainment Inc.
Insurance Summary
Media Protection Module
Who is Covered?
“You and Your” meaning Sony Pictures Entertainment Inc., existing subsidiaries, and acquired
entities, but not including employees or independent contractors of the Insured or any existing subsidiary
or acquired entity; board members, executive officers, in-house counsel, risk managers, chief technology
officers, chief information officers, and chief privacy officers of the Insured, existing subsidiaries, and
acquired entities; and a person or entity that takes legal control of the insured, existing subsidiary, or
acquired entity upon the insolvency or bankruptcy of the insured, existing subsidiary, or acquired entity.
“Employees” due to a claim being made against him or her directly arising from performance of your
business activities. Employee includes any individual performing employment duties solely on your behalf
in the ordinary course of your business activities and who is subject to your sole control and direction
and to whom you supply the instrumentalities and place of work necessary to perform such business
activities.
“Additional Insureds” due to a claim being made against him/her/it that directly arises from media
content supplied and created by you in the performance of your business activities, but only if you
contracted to indemnify the additional insured for such a claim prior to it first being made against
him/her/it. Additional Insured includes any third party, including but not limited to any distributor,
purchaser, exhibitor, or licensee, that distributes, prints, disseminates, displays or broadcasts your media
content, including but not limited to any films, music, television programs, books, magazines, or
newspapers falling within your business activities. Note: The Other Insurance Clause does not apply to
payments toward claims against an additional insured as defined in MPM III D., and this
policy is primary and not excess of or contributory to any other insurance provided for the benefit of the
additional Insured or its parent, affiliates and subsidiaries.
“Agent” due to a claim made against him/her/it that directly arises from such agent’s performance of
your business activities, but only if you contracted to indemnify the agent for such a claim prior to it first
being made against him/her/it. Agent includes any third party performing your business activities,
including but not limited to any production company, director, photographer, freelancer, stringer, or loanout company personnel, but solely to the extent such third parties are acting on your behalf and subject to
your control and direction.
“Media Content Provider” due to a claim being made against him/her/it that directly arises from
media content provided to you and for which such media content provider has agreed in a
written contract to either: a. indemnify you; or b. received an indemnity from you after you have cleared such
content supplied to you through your normal clearance procedures, for claims arising from such media
content. The only payments we will make toward a claim against such a media content provider under this
policy are payments to which you would be entitled under this policy if the same claim
against your media content provider had been made against you. However, we will not deny cover for
payments toward a claim against your media content provider due to any failure by you to comply with
WHAT YOU MUST NOTIFY AND WHEN where the failure is solely attributable to your media content
provider’s failure to notify you of the claim as soon as practicable. Media Content Provider shall mean any
third party, including but not limited to any author, screenwriter, or musician, from whom you acquire,
purchase, or license any media content, including but not limited to any manuscript, screenplay, or musical
work, but only if such media content is provided to you during the performance of your business activities
and such media content provider has either has either: a. agreed to hold you harmless and defend and
indemnify you for claims arising from such content; or b. received an indemnity from you after you have
cleared such content supplied to you through your normal clearance procedures.
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Sony Pictures Entertainment Inc.
Insurance Summary
Media Protection Module
“Parental Entity Extension” Sony Corporation or any subsidiary of your parent entity for a claim arising
out of your business activities.
Major Exclusions - Media Protection:





False or misleading advertisement about your goods or services except for any covered portion of
any claim based on your alleged unauthorized use of another’s trademark.
Contractual Liability; except for any claim under MPM I. (b), (c), (e), (f), (g) or (h).
Payment owed to licensor under a license; except will not apply to covered portion of copyright
and/or trademark claim measured from amount claimant would have received if you paid for the
infringed work and/or mark.
Software or software technology services or products.
Unauthorized use of or access to your computer network or computer code.
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Sony Pictures Entertainment Inc.
Insurance Summary
Technology Protection Module
What is Covered?
The performance of business activities on or after the retroactive date by you or anyone on your
behalf, including your subcontractors and outsourcers, results in a claim first made against you during
the policy period for any actual or alleged:
a.
b.
c.
d.
e.
f.
g.
unintentional breach of a written contract brought by a client;
negligence or breach of any duty to use reasonable care, including but not limited to negligent
transmission of a computer virus, worm, logic bomb or Trojan horse or negligence in connection
with a denial of service attack, or negligent misrepresentation;
intellectual property infringement (but not any patent infringement), including but not limited to
copyright infringement, trademark infringement, trademark dilution, trade dress infringement,
publicity rights violations, cyber squatting violations, moral rights violations, any act of passing-off,
or any misappropriation of formats, characters, trade names, character names, titles, plots, musical
compositions, voices, slogans, graphic material, or artwork;
unfair competition, deceptive business practices or false designation of origin but only when
asserted in conjunction with and based on the same allegations as a claim under WHAT HAS TO
GO WRONG (c) above;
false light ,misappropriation of a person’s picture, name, voice or identity for commercial gain,
unauthorised interception or recording of images or sound in violation of any civil
anti-wiretap statute;
defamation, including but not limited to libel, slander, trade libel, product disparagement, or injurious
falsehood; or fraudulent misrepresentation.
Business Activities: Where the phrase “business activities” appears (whether in singular or in plural), it
shall solely mean the following: build, modify, supply, install, deliver and provide entertainment-related
software and technology services, including interactive games, post production services, web hosting,
web design and related customer support, maintenance, consulting, and training.
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Sony Pictures Entertainment Inc.
Insurance Summary
Technology Protection Module
Who is Covered?
“You and Your” meaning Sony Pictures Entertainment Inc., existing subsidiaries, and acquired
entities, but not including employees or independent contractors of the Insured or any existing subsidiary
or acquired entity; board members, executive officers, in-house counsel, risk managers, chief technology
officers, chief information officers, and chief privacy officers of the Insured, existing subsidiaries, and
acquired entities; and a person or entity that takes legal control of the insured, existing subsidiary, or
acquired entity upon the insolvency or bankruptcy of the insured, existing subsidiary, or acquired entity.
“Employees” due to a claim being made against him or her directly arising from performance of your
business activities. Employee includes any individual performing employment duties solely on your behalf
in the ordinary course of your business activities and who is subject to your sole control and direction
and to whom you supply the instrumentalities and place of work necessary to perform such business
activities.
Major Exclusions – Technology Protection:








Contractual Liability where you were aware that there was not sufficient resources to perform the
contract as promised.
Any breach of a warranty or guarantee; with four exceptions – the policy for details.
Any breach of any exclusivity, non-competition, non-solicitation, or other similar commercial terms
in your contract with a client.
Resulting in an award for consequential, special or indirect damages, or loss of claimant’s profits;
with five exceptions – see policy for details.
Any defect in any software, hardware, firmware, or associated network cabling that is solely caused
by a third party, including but not limited to any third party software supplier, manufacturer or
originator; – see the policy for details on the exceptions to this exclusion.
any costs or expenses involved in the repair, upgrade, correction, recall or replacement of any
software, hardware, firmware, or associated network cabling, or any costs or expenses relating to
your legal obligation to comply with an injunction; however, this exclusion will not apply to any
portion of a judgment requiring you to pay direct damages to your client for breach of contract.
Any false or misleading advertisement about your goods or services that is published or broadcast
to the general public or a specific marketing segment for the purpose of promoting any aspect of
your business; – see the policy for details on the exceptions to this exclusion.
From any self-replicating, malicious code that was not specifically targeted to your system;
however, this exclusion will not apply to: a. your negligent transmission of any self replicating
malicious code and b. a claim covered under TPM I What Has to Go Wrong (e) to the extent that
any self replicating malicious code directly causes such a claim.
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