US.

DEPARTMENT OF DEFENSE
PRODUCTION ASSISTANCE AGREEMENT
DoD—NG—ZO17-02-21-001-Feb. 21, 2017

The United States Department of Defense (DOD), acting on behalf of the United States of
America, hereby expresses its intent, subject to the provisions herein, to provide to PPS
Productions LLC, hereinafter referred to as the “production company,” the assistance itemized
in this Production Assistance Agreement (Agreement) in conjunction with the production of a
feature length motion picture currently entitled “Pitch Perfect 3” (the “Picture”). This
Agreement expresses the terms under which DOD intends to provide assistance. This
Agreement does not authorize the obligation of any United States funding, nor should it be
construed as a grant, cooperative agreement, other transaction, or any other form of
procurement agreement.

LIST OF MILITARY RES OURCBS REQUESTED TO BE PROVIDED IN SUPPORT OF-

PRODUCTION: See Attachment 1. The DoD will make reasonable efforts to provide the
assistance requested in the request for production assistance, to the extent approved by DOT), and
subject to the limitations contained herein.

This Agreement is subject to revocation clue to non-compliance with the terms herein, with the
possible consequence of a temporary suspension or permanent withdrawal of the use of some or
all of the military resources identified to assist this project. In the event of dispute, the
production company will be given a written notice of noncompliance by the DoD project
officer. The production company will have a 72-hour cure period after receipt of written notice
of non—compliance. DoD may temporarily suspend support until the noncompliance has been
cured or the 70—hour cure period has expired. After the cure period has expired, DoD may
permanently withdraw its support for the production. If such Agreement is either suspended or
terminated, the sole right of the Production Company to appeal such decision is to the Doll)
designee responsible for coordinating production assistance for entertainment media operations
(“DOD Director of Entertainment Media”). The requirements in Deparhnent of Defense
Instruction 5410.16 shall apply to this Agreement- However, nothing contained herein shall
restrict any of the production company’s rights in and to the photography and sound recordings
made hereunder (hereinafter referred to as the "Footage"); the production company’s decisions
with respect to these recordings will be final.

It is understood between DoD and the production company that:

1. The DoD project officer, (W6) is the

official DoD representative responsible for ensuring that the terms of this Agreement are met.
The Do!) project officer or his or her designee will be present each day the US. military is being
portrayed, photographed, or otherwise involved in any aspect of “Pitch Perfect 3”. The DoD
project officer is the military technical advisor, and all military coordination must. go through
him or her. The production company will consult with the DoD project officer in all phases of
pre-production, production, and post~pro duction that involves or depicts the US. military.

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2. The production company is not obligated to actually utilize any of the results and proceeds
of DoD’s services hereunder in or in connection with the Picture. The production company
agrees to use reasonable efforts to cast actors, extras, doubles, and stunt personnel portraying
Service members who conform to individual Military Service regulations governing age, height
and weight, uniform, grooming, appearance, and conduct standards in place at the time of the
events depicted and as provided to the production company, provided that production compan
y‘s
failure to do so shall not constitute a breach. DoD reserves the right to suspend support in the
event that disagreement regarding the military aspects of these portrayals cannot be resolved in
negotiation between the production company and DoD within the 72-hour
cure period. The DOD project officer will provide written guidance specific to each Military
Service being portrayed.

3. DoD has approved military production assistance as in the best interest of DoD, based on
the Feb. 2, 2017 Pink Production Draft version of the “Pitch Perfect 3” script. The
production company must obtain, in advance, DoD concurrence (not to be unreasonably
withheld) for continuing military assistance in the event of any subsequent material changes
being proposed to the military depictions made to either the Picture or the sound portions of
the production.

4. The operational capability and readiness of the Military Components will not be impaired.
Unforeseen contingencies affecting national security or other emergency circumstances such as
disaster reliefmay temporarily or permanently preclude the use of military resources. In these
circumstances, DoD will not be liable, financially or otherwise, for any resulting negative impact
or prejudice to the production caused by the premature withdrawal or change in support to the
production company.

5. There will be no material deviation from established DoD safety and conduct standards.
The DoD project officer or his or her designee will coordinate such standards and compliance
therewith. DoD will provide the production company advance notice of such safety or
conduct standards.

6. All DoD property or facilities damaged, used, or altered by the production company in
connection with the production will be restored by the production company to the same or better
condition, cleaned and free of trash, normal wear and tear excepted, as when they were made
available for the production company’s use.

7. The production company will reimburse the [1.8. Government for any additional expenses
incurred as a result of the assistance rendered for the production of “Pitch Perfect 3”. The
estimated amount will be detailed and included in Attachment 1. Unless otherwise agreed
upon, the production company agrees to post advance payment in the amount estimated to
comprise the total additional DoD expenses or reimburse DoD in the amount of actual additional
DoD eXpenses. The payment will be submitted to the military component(s) designated to
provide the assistance, or to another DoD agency, as deemed appropriate by BOB.

a. DoD agrees to provide statements of charges assessed by each installation or DoD

component providing assets to assist in the production within 45 days from the last day of the

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month in which filming is completed.

b. The production company will be charged for only those expenses that are considered to be
additional costs to DoD in excess of those that would otherwise have been incurred, including,
but not limited to fuel, resultant depot maintenance, expendable supplies, travel and per diem,
civilian overtime, and lost or damaged equipment.

0. If the final aggregate of such costs and charges is less than previously anticipated, DoD
agrees to remit the exact amount of the difference of any funds posted within 45 days from the
last day of the month in which filming is completed.

8. The production company will be charged for the travel, lodging, per diem, and incidental
expenses for the DoD project officer, the DoD Director of Entertainment Media or his or her
designee, and any other assigned military technical and safety advisor(s) whose presence may
be required by BOB. The per diem will be at the federal rate, and accordingly, the production
company will not be required to report it to the Internal Revenue Service (via W—Z), and
therefore DoD personnel will not be obliged to submit a form 1099. All such charges shall be
consistent with published DoD rates!guidelines, where applicable.

For each of these individuals, the production company will provide:

a. Round-trip air transportation and ground transfers to the production location(s) at which
there is a military portrayal or involvement, at times deemed appropriate by the DoD project
officer and DoD Director of Entertairunent Media.

b. A full-size vehicle (with fuel and with loss, damage, and collision automobile insurance
paid for by the production company) for his or her exclusive use during the filming, including
for his or her stay at the production location(s). If parking at the location(s) is not available,
non-exclusive transportation to and from the lodging location to the production site will be
provided.

0. Hotel accommodations equivalent to those provided to the production company’s crew.

d. A dedicated, on-location trailer room or other comparable work space with full
Internet access, desk, seating, and ensuite toilet.

9. By approving DoD production assistance for “Pitch Perfect 3”, DoD hereby agrees to a
general release to the production company for the use of any and all photography and sound
recordings of any and all U.S. military Service members, equipment, vehicles, aircraft, and real
estate, subject to the limitations described in Paragraphs 12—13.

10. As a condition of DoD assistance, the production company will:

a. Indemnify and hold harmless DoD, its agencies, officers, and employees against any
claims (including claims for personal injury and death, damage to property, and reasonable
attorneys’ fees) arising from the production company’s possession or use of Del) property or

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other assistance in connection with this production of “Pitch Perfect 3”, to include pre—
production, post-production, and DoD-provided orientation or training. This provision will not
in any event require production company to indemnify or hold harmless DoD, its agencies,
officers and or employees from or against any claims arising from defects in DoD property or
negligence or willful misconduct on the part of DoD, its agencies, officers, or employees and z’
or any breach by DoD of this Agreement, for which DoD will indemnify and hold harmless the
production company, its agents, officers, and employees.

b. Provide proof of adequate industry standard liability insurance, naming DoD as an

additional insured entity prior to the commencement of production involving DoD. The
production company will maintain, at its sole expense, insurance in such amounts and under
such terms and conditions as may be required by DoD to protect its interests in the property
involved.

c. Not carry onto DoD property any non-prescription narcotic, hallucinogenic, or other
controlled substance; or alcoholic beverage without prior coordination with the DoD project
officer or his or her designee.

(:1. Not carry onto DoD property any real or prop firearms, weapons, explosives, or any
special effects devices or equipment that cause or simulate explosions, flashes, flares, fire, loud
noises, etc., without the prior approval of the DoD project officer and the supporting installation
(not to be unreasonably withheld). DoD hereby pro—approves the Production Company’s stage
lighting and sound amplification plans for the music concert scenes to be filmed hereunder.

e. Allow DoD public affairs personnel access to the production site(s) to conduct still and
motion photography of DoD personnel and assets that are directly supporting the fihning, and
to allow DoD the use of production company-generated publicity and marketing materials, such
as production stills and electronic press kits. These materials are solely for the purpose of
communicating to internal DoD viewers how DoD is assisting in the production; however
some of the imagery of such materials may be viewed by the general public if posted on an
open DoD web site or other publicly-accessible media source. Therefore, no DoD personnel
will photograph actual filming, talent, or sets without the prior approval of the production
company, nor will they release photos or video taken on the set without prior written approval
by the production company. Notwithstanding the foregoing, the imagery may not he used or
viewed by the general public until after the theatrical release of the Picture and not without
prior approval by the production company.

11. The production company will provide the DoD project officer with whatever internal
communications equipment it is supplying to production company crew members to
communicate on the set during production ofmilitary-themed sequences. The production
company will also supply the DoD project officer with earphones to monitor military-themed
dialogue and other sound recording during these periods upon request.

12. The production company will screen military—themed photography for the DoD project

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officer, and to provide the DOD Project Officer and the DOD Director of Entertainment Media,
or their designees, the roughly edited, but final version of the Picture (the “rough cut”) at a stage
in editing when changes can be accommodated, but only to the extent required to allow DOD to
confirm: (i) that the tone of the military sequences substantially conforms to the scripted
sequences agreed upon by DOD; (ii) to preclude release or disclosure of sensitive, security-
related, or classified information; and (iii) to ensure that the privacy of DOD personnel is not
violated. Should DOD determine that material in the Picture compromises any of the preceding
concerns, DOD will alert the production company of the material, and the production company
and DOD will engage in meaningful consultation regarding the removal of such material from the
Picture to the reasonable satisfaction of DOD. The production company will bear the travel,
lodging, per diem, and incidental expenses incurred in transporting the DOD project officer and
the DOD Director Of Entertainment Media, or their designees, to the location where the
production company designates the screening is held.

13. Nothing herein shall obligate the production company to use the Footage, but the
production company reserves the right to complete any photography or other recordings
commenced hereunder. The production company shall have the right to use the Footage and”or
any part or parts thereof, accurately or otherwise, as the production company may choose,
using and!or reproducing the actual name, signs, logos, trademarks and other identifying
features contained therein without regard to the actual appearance or name thereof, in
connection with the Picture and any sequels, prequels, remakes or spinoffs thereof, and in any
and all ancillary markets, now known or hereafter devised (including, without limitation,
television, web content, home video and theme parks) or from using clips in promotional
material relative thereto and in any marketing, advertising or promotion of the Picture and any
sequels, prequels, remakes or spinoffs thereof. The production company shall have the right to
construct a set duplicating all or any part of the items depicted in the Footage fer the purpose of
completing scheduled work, or for filming retakes, added scenes, advertisements or
promotions. DOD hereby acknowledges that neither it nor any other party now or hereafter
having an interest in the items depicted in the Footage, has any interest in the Footage, nor any
right of action against the production company or any other party arising out Of any use of said
Footage. The production company and its licensees, assigns and successors shall be the sole
and exclusive owner of all rights of whatever nature, including all copyrights, in and to the
Footage, in perpetuity throughout the universe.

14. The production company will also provide an official DOD screening of the completed
Picture in Washington, DC, prior to the initial theatrical release of the Picture to the general
public. An alternative screening location may be authorized by DOD, in negotiation with the
production company. In this case, the production company will pay the travel and lodging
expenses incidental to the attendance at the screening of the DOD project officer and the
Director of Entertainment Media or their designees.

15. The production company will place a credit in the end titles in the “Special Thanks” section
(if any), substantially in the form of “Special Thanks to the United States Department of
Defense, the Georgia National Guard, and the United States Air Force,” acknowledging the
DOD assistance provided. All aspects of such credit shall be determined in accordance with
production company’s standard policies. Any casual or inadvertent failure to comply with the

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provisions of this Paragraph 15. shall not constitute a breach of this Agreement nor entitle DOD
to any relief at law or in equity. Such acknowledgment(s) will be in keeping with industry
customs and practices, and will be of the same size and font used for other similar credits in the
end titles.

16. The production company will provide DoD with five copies of all promotional and
marketing materials (e.g., electronic press kits, one—sheets, and television advertisements)
solely for internal use (i.e., for internal information and historical purposes in documenting
DoD assistance to the production).

17. The production company will provide a minimum of ten (10) digital videodisc (DVD)
copies of the Picture to DOD solely for use in internal briefings and for historical purposes The
DVD copies of the Picture shall be provided to DoD at such time, if ever, as the Picture is
offered for sale to the general public in the United States on DVD and shall be subject to DoD’s
execution of Universal Pictures” standard agreement limiting DoD’s use of such DVD copies to
internal use only.

18. Official activities of DOD personnel in assisting the production must be within the scope of
normal military activities, with the exception of the DoD project officer and assigned official
technical advisor(s), Whose activities must be consistent with their authorized additional duties.
DoD personnel in an off-duty, non-official status may be hired by the production company to
perform as actors, extras, etc., provided there is no conflict with existing Service or Department
regulations. In such cases, these conditions apply:

a. Contractual agreements are solely between those individuals and the production company;
however, they should be consistent with industry standards.

13. The DoD project officer will ensure that DoD personnel will comply with standards
of conduct regulations in accepting employment.

0. The production company is responsible for any disputes with unions governing the hiring
ofnon—union actors or extras.

19. The production company may make donations or gifts in~kind to morale, welfare, and
recreation. programs of the military unit(s) involved; however, donations of this kind are not at all
required, and are not in any manner a consideration in the determination of whether or not a
production should receive DOD assistance. These donations must be coordinated through the
DoD project officer and must comply with law and DOD policies.

20. The undersigned parties warrant that they have the authority to enter into this Agreement
and that the consent of no other party is necessary to effectuate the full and complete satisfaction
of the provisions contained herein.

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21. This Agreement consists of 11 pages (which includes a four-page Attachment 1). Each
page will be initialed by the undersigned DoD and production company representativds). All
rights of every kind in and to all photography and sound recordings made hereunder shall be
solely owned in perpetuity throughout the universe by the production company and any
licensee or assignee successor of the production company; and DoD shall not have any right of
. action, including, without limitation, any right to injunctive relief against the production
company or its successor and f or any other party arising out of use or non-use of said
photography and f or sound recordings. Notwithstanding anything to the contrary in this
Agreement, and notwithstanding any remedy to which DoD may become entitled in equity or
at law, DOD hereby waives any right it may have to enjoin or seek to enjoin the development,
production, exhibition, promotion, distribution andlor marketing of the Picture.

FOR THE DEPARTMENT OF DEFENSE FOR PPS Productions LLC

WE}

Stgnaturayrd Date
b)(5) gllol fl
Director, Entertainment Media
Office of the Secretary of Defense
The Pentagon, Room 213966
Washington, DC 20301-1400

Ema, Madge,»
Title and Address
Elwin—we, Wedge-air”

Wflfilzll Nil/WIN—

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Attachment 1
FILMING LOCATION(S): Clay National Guard Center (CNGC) and Dobbins Air Reserve
Base (DARE), Marietta, Georgia

PREP, FILMING AND STRIKE-DOWN ACCESS DATES: CNGC -~ Onfabout 17—27

March 2017. Dobbins ARB -- Mutually agreed upon dates onfabout 112'? March 2017.

ESTIMATED DOD CHARGES TO PRODUCTION COMPANY BESIDES THOSE

STIPULATED IN PARAGRAPH 8:

For Georgia Army National Guard — Approximately $103,353.62 (See spreadsheet below)

GEORGPA ARMY NATIONAL GUARD Chi“?

PER DIR‘. MIE LOI'JL‘IENFI BATE num- EPJH'E

COST ESTIMATE WORKSHEET ‘- “W ' v: r. .
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IOMWIL'R I m CNN “HM. : $103,353.62

Notes for spreadsheet above: This is a high~end estimate that may be reduced substantially based
on which gate we end up using for access. That has still not yet been determined, so this estimate
will have to suffice for the time being. Lodging on CNGC for public affairs staff is due to the

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long, odd hours required for filming support. Drivers are per day cost. For safety reasons,
National Guard vehicles require two drivers per vehicle (Driver + TC).

Additional to spreadsheet: Possible CNGC state public affairs employee overtime cost for one
person it 40 hours at $22 per hour ($880 total). This will depend on workload.

USAF COST ESTIMATE CHART — March 2017

Activity Purpose Cost or Rate Notes Subtotal
Taxi 0-130 Move from FUEL COSTS Fuel costs only most $11,200
Dobbins to 307 Gallons ofFuel for Round efficient way to move For 2 (3-1 30s,
Clay NGC side Trip ($9.12fgallon) aircraft moved two times
$2,800 (for one round trip)

TaxiC-130 Move aircraft PERSONNEL COSTS 2 enlisted, 2 officer $2600

from Dobbins $325 each way? $650 per round crew members on each For 2 aircraft,
to Clay NGC trip for each C-130H taxi trip moved two times
side

Public Affairs Local PA (RS-12, Step 2 {$37.48/hour) OT costs occur for 8 hours each
Support 5 upp cit; Gs—oa Step 6 ($29.18n10ur) hours beyond normal Person
photography, GS-I 1, Step 1 ($30.26r’hour) duty day, M-F 0200- (33—12, Step 2
etc. GS—OQ, Step 5 ($28.353hour] 1600 {$299.84)
GS-OQ, Step 6
($233.44)
(33-1 1, Step 1
($242.08)
(ES-09, Step 5
($226.80)
TOTAL: $ 1002. I 6

Reserves Additional gate Estimates at this time $45,000+

Security Forces hours, 24!? based on only getting M‘Pay figure Only,
personnel security for TR augmentees, 10 B6 does not include
aircrafi at If 14 E6 travel costs
' Hangar 1
This could change ifwe
can get SFS teams from
- active duty bases and
with the aircraft coming
in.
Flyfiii Parked for TBD —Will include costs for TBD
Aircraft static display teams traveling with aircraft
at Hangar 1

For USAF aircraft — The per hour fly-in costs are as follows:
IA— IOC -- $5,847

DOD_
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II F-16C -- $8,625
I HH—60C -- $7,974
I (3-1301 u— $6,176
I T—38 ~— $3,460
These costs do not include crew lodging/per diem costs, which will vary depending the
number and type of aircraft. The DOD cannot provide more than two of each aircraft.

For example, for one A—l 0 aircraft, the approximate cost would be:
I (Flying hours to site) + (Flying hours from site) = estimated aircraft costs (EAC)
I (One crew lodging, per diem, etc., cost) x (number of days on site) = estimated crew
cost (ECG)
l Thus, the approximate total cost for one A-lO ='TAC + TCC

The total costs for aircraft positioning are not known at this time, because we do not know
the number and type of aircraft, the number of crewmernbers, and the number of days each
will be on site. These mutually agreed upon costs will be calculated in the next few weeks,
but before actual filming begins.

OTHER PROVISIONSISTIPULATIONS:

1.) The DoD will provide access to the Clay National Guard Center Hangar 1, and the tarmac
area surrounding Hangar 1, for filming purposes, additional military static aircraft to be
flown in, and for staging of production trailers and equipment.
2.) Access will be provided to Clay via Dobbins ARB Gate 2 during the period specified.
3.) As available, on-base military vehicles will be provided as a backdrop.
4.) Because of annual training offsite, no CNGC aircraft may be available in Hangar 1
during the filming period unless there are aircraft left behind for unscheduled
maintenance.
5.) NCIC background checks are to be conducted by approved 3Id party (Justifacts
Credential Verification, Inc. is hereby deemed pre-approved) for all individuals
involved in the film production on base (excluding current Service members and USO
World and USO Georgia personnel). The Georgia National Guard J2 has final approval
authority for the Authorized Entry List. DoD will make every reasonable effort to review
and accommodate access for essential cast and crew members in the unlikely event that
some security issue arises during routine background checks. PP3 Productions LLC is
reSponsible for costs associated with background checks.
6.) IMPORTANT: Background check results are to be provided to Georgia National Guard
J2 no later than 7 March for review and final approval (subject to production
exigencies, including without limitation, substitutions due to essential cast and/or crew
illness andi’or unavailability).
7.) PP3 Productions LLC is to contract directly with Dynamic Security (the current
contracted security company authorized to provide security on Clay National Guard
Center) for the additional security requirements on base. Georgia National Guard .134
has final approval authority of the finalized contract. (DoD acknowledges satisfaction
of this stipulation.)
8.) PP3 Productions LLC is to contract for extra dumpsters, port-a—potties and cleaning
services.
9.) PP3 Eroductions LLC is to coordinate with Cobb County for dig permit and rrg‘rjing as
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well for water meter and electricf'power meter.
10.) Pyrotechnics are not authorized.
1 1.) Georgia National Guard is not responsible for providing power generation.
12.) Meals are to be provided (via normal production crew catering) for all Georgia
National Guard military and civilian personnel providing direct public affairs, garrison
command, and security support.
13.) PP3 Productions LLC should coordinate directly with USO World and USO Georgia
for actual USO volunteers to portray USO personnel in the film as non-speaking extras.

END OF DOCUNIENT

DOD Production Company I

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