Official Rules

Summary: At Lifetime Movie Network ("LMN"), we know women are the best storytellers. Surprisingly, in 2005, according to a recent study, women made up only 15% of all directors, executive producers, writers, cinematographers and editors working on the top 250 domestic grossing films.

To encourage and promote the next generation of women filmmakers, LMN has launched The Every Woman's Film Competition (the "Competition"). Partners in this effort include The Hollywood Reporter, The William Morris Agency, NY Women in Film & Television, Women In Film Los Angeles and the Hamptons International Film Festival.

Eligible women may enter by submitting a registration form (the "Registration Form") online at www.lmn.tv/filmcontest (the "Website"), along with an original, non-documentary short film (each, a "Short Film") as set out below. The Competition runs from March 28, 2008 at 6:00 p.m. Eastern Time ("ET") and continues through July 8, 2008 at 11:59 p.m. ET (the "Entry Period"). Winners of the 2008 LMN Film Competition will be announced on the Website and in the press on or about October 1, 2008.

Eligibility: The Competition is open to all women who are legal residents of the 50 United States or the District of Columbia and who as of the date of entry: a) are 18 years of age or older and b) are not a member of SAG, DGA, or any other guild that would prohibit entrant from rendering the services contemplated herein. Employees of Lifetime Entertainment Services ("Sponsor" or "Lifetime"), The Walt Disney Company, The Hearst Corporation, The Hollywood Reporter, The William Morris Agency, NY Women in Film & Television, Women In Film Los Angeles and the Hamptons International Film Festival and each of their respective parent, affiliated and subsidiary companies (collectively, "Promotion Entities") and/or immediate family members and/or those residing in the same household of such persons are not eligible to enter or win. Additionally, the First and Second Place winners of the 2007 LMN Student Film Competition are not eligible to enter their winning films, but are eligible to enter or win the 2008 Competition with another Short Film. The Honorable Mention winners of the 2007 LMN Student Film Competition are eligible to re-enter the Short Film they submitted for the 2008 Competition.

How to Enter: Go to the Website, read and indicate your acceptance to the Official Rules, complete the Registration Form found on the Competition page, and follow the prompts to upload and submit your Short Film along with a synopsis (no longer than 150 words in length) and your biography (no longer than 150 words in length).

Submission Requirements: The Short Film, the Registration Form, the synopsis submission and the biography submission are together referred to herein as a "Submission". Limit one (1) Submission per person. Sponsor shall have no liability for any Submission that is lost, intercepted or not received by Sponsor, for any reason.

Each Submission that is entered into the Competition must meet ALL of the "Submission Requirements" set forth below (any Submission that, in Sponsor's sole and absolute discretion, violates the following criteria will be disqualified):

a) The Submission must be the submitting entrant's own original, previously unpublished work;

b) The Submission must not include images that are obscene, pornographic, libelous or otherwise objectionable and must meet a TV-14 rating (please go to http://i.ncta.com/ncta_com/PDFs/TVControl.pdf for more information on ratings);

c) The Submission must not include any corporate logos;

d) The entrant should be able to provide on request all appropriate clearances, permissions and releases for the Submission, including music clearances, releases from all persons appearing in the Short Film, location releases for all recognizable locations, and releases from all creative consultants or others who assisted in the creation of the Short Film. In the event an entrant cannot provide all required releases, Sponsor reserves the right (but not the obligation), in Sponsor's sole discretion, to disqualify the applicable Submission, or seek to secure the releases and clearances for Sponsor's benefit, and allow the applicable Submission to remain in the Competition);

e) The Short Film shall not be produced pursuant to a guild agreement covering the actors rendering services on the Short Film; and

f) The Short Film must be uploaded to the Website in .mov (QuickTime), .mpg (MPEG), .mp4 (MPEG-4), .wmv (Windows Media) or .avi (AVI) or .asf (ASF) format and may be no longer than three (3) to five (5) minutes in length.

Submissions must be received by the end of the Entry Period. No substitutions of new versions of the Submission will be accepted once the original Submission is submitted for consideration. All requested information on the Competition page must be completed to enter and to be eligible to win. Except as otherwise stated in these Official Rules, personal information collected in connection with this Competition will be used in accordance with the Privacy Policy found on the Website and with the consent given by an entrant at the time of entry. Any communication or information transmitted to Sponsor and/or the Website by electronic mail or otherwise is and will be treated as non-confidential and non-proprietary. Proof of submission is not considered proof of delivery to or receipt of such entry. Furthermore, Sponsor shall have no liability for any Submission that is lost, intercepted or not received by the Sponsor.

Winner Selection: At the end of the Entry Period, and assuming a sufficient number of eligible Submissions are received, film industry leaders selected by the Promotion Entities as judges (the "Judges") will review the Submissions and select the winning Submissions from all eligible Submissions using the following judging criteria: 1) Subject Matter (relevant to and of interest to women) - 30%; 2) Storytelling Ability (structure and language) - 30%. 3) Originality and Creativity - 20%, and 4) Production Values (editing, cinematography, sound) - 20%. Judges currently scheduled to participate include Sponsor representatives and various industry executives and agents. List of Judges subject to change and Judges may be substituted in Sponsor's sole discretion.

In addition, assuming a sufficient number of eligible Submissions are received, beginning at 12:00 p.m. ET on August 15, 2008 through 11:59 p.m. ET on September 15, 2008, representatives of the Sponsor will select five (5) to ten (10) Submissions to be posted on the Website for online voting by visitors to the Website to select their favorite Submission of those posted. The Submission receiving the most votes will be declared the "lmn.tv Audience Winner." Limit one (1) vote per Website visitor per day.

Winners will be announced on or about October 1, 2008 by Sponsor, whose decisions will be final and binding and not subject to challenge or appeal on eligibility determinations and all other matters relating to this Competition. Winner selection will be subject to a background check, Sponsor's verification of the winners' eligibility and Sponsor's timely receipt of an affidavit of eligibility, consent and release to be provided to potential winners. Potential winners will be notified by telephone, email and/or regular mail using contact information provided at the time of entry. Sponsor shall have no liability for any winner notification that is lost, intercepted or not received by the potential winner for any reason. If any potential winner does not respond within the time required by Sponsor, or if any winner notification is returned as unclaimed or undeliverable to a potential winner, such potential winner will forfeit her prize and an alternate winner may be selected. If any potential winner is found to be ineligible, or if she has not complied with these Official Rules or declines the prize for any reason, such potential winner will be disqualified and the prize may be awarded to an alternate winner.

Representation and Warranties/Indemnification: Each person who enters this Competition represents and warrants as follows: (i) the Submission is the entrant's own original, previously unpublished, and previously unproduced work ; (ii) the Submission does not contain any computer virus and is otherwise uncorrupted; (iii) the Submission does not and will not violate or infringe upon the intellectual property rights or other rights of any other person or entity and as of the date of submission, is not the subject of any actual or threatened litigation or claim; and (iv) the Submission does not and will not violate any applicable laws, and is not and will not be pornographic, indecent or obscene. Each entrant hereby agrees to indemnify and hold the Promotion Entities harmless from and against any and all third party claims, actions or proceedings of any kind and from any and all damages, liabilities, costs and expenses relating to or arising out of any breach or alleged breach of any of the warranties, representations or agreements of entrant hereunder.

Grant of Rights: Intending to be legally bound under the laws of the United States and the entrant's state of residency, and subject to the sentence immediately following this one, each entrant hereby irrevocably grants Sponsor, its successors and assigns, a non-exclusive, worldwide, royalty-free, fully paid-up transferable license during the "Lifetime Exhibition Window" (defined below) to publish, broadcast, exploit, assign, license, sublicense and otherwise use the Submission, in whole or in part, unaltered, altered, alone or combined with other materials, worldwide, (i) on the Website or any successor website, and (ii) in any and all other media now known or hereafter created for any legal purpose, including without limitation for purposes of promoting Sponsor, the Competition, the Website, Sponsor's television programming and other promotions. Notwithstanding the non-exclusive nature of the foregoing grant of rights, all prize winners will be required as a condition of accepting the prize (and in consideration of the elements included in such prize) to grant Lifetime an exclusive, worldwide, royalty-free, fully paid-up transferable license during the Lifetime Exhibition Window to publish, broadcast, exploit, assign license sublicense and otherwise use the Submission, in whole or in part, unaltered, altered, alone or combined with other materials, worldwide, (i) on the Website or any successor website, and (ii) in any and all other media now known or hereafter created for any legal purpose, including without limitation for purposes of promoting Sponsor, the Competition, the Website, Sponsor's television programming and other promotions. If any potential winner declines a prize, such potential winner will be disqualified and will forfeit the prize he or she otherwise might have received. As used herein, the "Lifetime Exhibition Window" shall mean the date the Competition begins and continuing through December 31, 2009.

Without in any way limiting the foregoing, each entrant acknowledges and agrees that Sponsor shall have the right, in its sole discretion, to edit, composite, morph, scan, duplicate or alter the Submitted Materials for any purpose which Sponsor deems necessary or desirable. Sponsor shall use good faith efforts to identify entrant as the creator of such Submitted Materials whenever they are used as permitted herein (it being understood and agreed that the casual or inadvertent failure to provide such identification shall not constitute a breach of any obligation or affect Sponsor's rights in the Submission). Each entrant acknowledges that Sponsor shall be entitled to own, solely and exclusively, all the proceeds from each and every use permitted hereunder of the Submission and that entrant shall have no right to participate in any such proceeds. At the end of the Lifetime Exhibition Window all intellectual property rights in and to the Submitted Materials will automatically revert to the corresponding entrant.

Publicity Release: By participating in the Competition, in addition to any other grants which may be granted in any other agreement entered into between Sponsor and any entrant in or winner of the Competition, each entrant irrevocably grants the Promotion Entities and their respective successors, assigns and licensees, the right to use such entrant's name, likeness and Submission, and any individual(s) participating therein, in any and all media for any purpose, including without limitation, advertising and promotional purposes as well as in, on or in connection with the Website or the Competition or other promotions, and hereby release the Promotion Entities from any liability with respect thereto.

Awards:

1. One (1) First Place Prize is Available. The First Place Prize Consists of the Following:

a) $5,000 in cash.

b) A four (4) day, three (3) night trip to the Hamptons International Film Festival, approximate retail value ("ARV") $2500. The First Place Hamptons travel package includes: roundtrip coach class airfare for winner from the major U.S. gateway city airport closest to the winner's residence to a major New York City or Long Island area airport; ground transportation using a Sponsor approved service to and from winner's home to departing city airport and to and from the New York City or Long Island area airport to East Hampton, New York; one (1) single occupancy accommodation in or near East Hampton, NY; and a special guest invitation to attend a networking reception co-hosted by New York Women in Film and Television and LMN to be held during the week of October 15 to October 19, 2008 in East Hampton, NY. The trip must take place between October 13 through October 21, 2008.

c) A four (4) day, three (3) night trip to Los Angeles, ARV, $2500. The First Place Los Angeles travel package includes: roundtrip coach class airfare for winner from the major U.S. gateway city airport closest to the winner's residence to a Los Angeles area airport; ground transportation using a Sponsor approved service to and from winner's home to departing city airport and to and from the Los Angeles area airport; one (1) standard hotel room (single occupancy) in the Los Angeles area; and a special guest invitation to attend the exclusive Hollywood Reporter Women in Entertainment Power 100 Breakfast on or about December 5th, 2008. The trip must take place between November 30 through December 10, 2007.

d) An opportunity to meet with the legendary William Morris Agency in Beverly Hills during winner's stay in Los Angeles, or in New York during winner's stay in East Hampton.

e) Winning Submission may be shown by Sponsor on-air and online, in Sponsor's sole discretion.

f) One Year Complimentary Membership to New York Women in Film & Television, ARV $165.00.

The total ARV of the First Place Award is $10,165.

2. One (1) Second Place Award is Available. The Second Place Award Consists of the Following:

a) $2,500 cash.

b) A four (4) day, three (3) night trip to the Hamptons International Film Festival, ARV $2500. The Second Place Hamptons travel package includes: roundtrip coach class airfare for winner from the major U.S. gateway city airport closest to the winner's residence to a major New York City or Long Island area airport; ground transportation using a Sponsor approved service to and from winner's home to departing city airport and to and from the New York City or Long Island area airport to East Hampton, New York; one (1) single occupancy accommodation in or near East Hampton, NY; and a special guest invitation to attend a networking reception co-hosted by New York Women in Film and Television and LMN to be held during the week of October 15 to October 19, 2008 in East Hampton, NY. The trip must take place between October 13 through October 21, 2008.

c) A four (4) day, two (2) night trip to Los Angeles, ARV $2500. The First Place Los Angeles travel package includes: roundtrip coach class airfare for winner from the major U.S. gateway city airport closest to the winner's residence to a Los Angeles area airport; ground transportation using a Sponsor approved service to and from home to departing city airport and to and from the Los Angeles area airport; one (1) standard hotel room (single occupancy) in the Los Angeles area; and a special guest invitation to attend the exclusive Hollywood Reporter Women in Entertainment Power 100 Breakfast on or about December 2 , 2008 . The trip must take place from November 30 through December 14, 2008.

d) Winning Submission may be shown by Sponsor on-air and online, in Sponsor's sole discretion.

e) One Year Complimentary Membership to New York Women in Film & Television, ARV $165.00.

The total ARV of the Second Place Award is $7665.

3. Three (3) Honorable Mention Awards are Available. Each Honorable Mention Consists of the Following:

a) $1,000 in cash.

Winning Submission may be shown by Sponsor on-air and online, in Sponsor's sole discretion.

4. One (1) lmn.tv Audience Winner Award is Available. The lmn.tv Audience Winner Award Consists of the Following:

a) $1000 in cash.

Travel Prize Conditions: Actual ARV of travel prizes may vary depending on winner's city of departure. All travel, hotel and other arrangements must be made through Sponsor. Airfare does not include government taxes, Passenger Facility Charge or September 11th Security Fee. All such costs must be paid by the winner and are due at time of confirmation of the requested dates; once paid these are non-refundable. Travel package is non-transferable, non-extendable, and non-exchangeable. Other travel/accommodation restrictions may apply. Trip must be taken on dates and times designated by Sponsor or prize will be forfeited in its entirety and may be awarded to an alternate winner. Sponsor is not responsible for travel delays or cancellations. Winners must comply with all hotel check-in requirements, if applicable, including but not limited to the presentation of a major credit card. Flight insurance, travel insurance, gratuities, personal expenses and all other expenses not specified as being awarded herein are the sole responsibility of the winners. Changes not permitted after ticket issue. Air tickets are not valid for upgrades and/or frequent flyer miles. All tickets are subject to the vagaries of flight variation, work stoppages, and schedule or route changes. In the event a winner engages in behavior that (as determined by Sponsor in Sponsor's sole discretion) is obnoxious or threatening, illegal or that is intended to annoy, abuse, threaten or harass any other person, Sponsor reserves the right to terminate the trip or applicable experience, early and send the winner home with no further compensation. If the closest airport to the a winner's home is in close enough proximity to the city where the event listed in the prize description is being held so that, as Sponsor may determine in its sole discretion, a flight is unnecessary, prize will not include air transportation from the winner's residence to the city where the event is being held, and no other substitution or compensation will be provided in lieu thereof.

If a winner is unable to participate in a trip on the date designated by Sponsor, the travel portion of the prize will be forfeited in its entirety. In the event a winner is able to participate in a trip during the dates designated by Sponsor but a meeting or an event listed in the description does not or cannot take place as scheduled or at all, for reasons including but not limited to scheduling conflicts, cancellations, postponement, an event of "force majeure" (as defined below), or for any other reason, the Sponsor reserves the right to award the remainder of the prize with no further obligation to the winner. Excepting the preceding sentence, no cash alternative or prize substitutions will be allowed, except Sponsor reserves the right to substitute prize(s) of comparable value if a prize listed is unavailable for any reason. All details and other restrictions of prizes not specified in these Official Rules will be determined by Sponsor in its sole discretion.

General Prize Conditions: A prize will be awarded only if a potential winner fully complies with these Official Rules. All costs, including federal, state and local taxes, meals, insurance, and other expenses not specifically identified as included in the prize, are the sole responsibility of the winner. No interest will be paid on cash prizes. The potential prize winners will be required to execute an Affidavit of Eligibility, a Liability Release, and (where imposing such condition is legal) a Publicity Release (collectively, "Prize Claim Documents"). If a potential winner is less than the age of majority in his/her jurisdiction of primary residence (a "minor"), at Sponsor's option, the applicable prize either will be awarded in the name of parent or legal guardian of such winner or potential winner, or parent or legal guardian of winner will be required to ratify and sign the Prize Claim Documents. If a winner (or, in the case of a minor, such minor winner's parent or legal guardian) fails or refuses to sign and return all Prize Claim Documents within seven (7) days of prize notification (or a shorter time if required by exigencies), the winner may be disqualified and an alternate winner may be selected.

General Liability Release/Force Majeure: Entrants (or if minors, their parents or legal guardians) agree that the Promotion Entities (a) shall not be responsible or liable for any losses, damages or injuries of any kind resulting from participation in the Competition or any Competition-related activity, or from entrants' acceptance, receipt, possession and/or use or misuse of the prize(s), and (b) have not made any warranty, representation or guarantee express or implied, in fact or in law, with respect to the prize(s), including, without limitation, to such prize's quality or fitness for a particular purpose. Sponsor assumes no responsibility for any damage to an entrant's computer system which is occasioned by accessing the Website or participating in the Competition, or for any computer system, phone line, hardware, software or program malfunctions, or other errors, failures, delayed computer transmissions or network connections that are human or technical in nature. Without limiting the generality of the foregoing, Sponsor is not responsible for incomplete, illegible, misdirected, misprinted, late, lost, damaged, or stolen submissions, Submission or prize notifications; or for lost, interrupted, inaccessible or unavailable networks, servers, satellites, Internet Service Providers, websites, or other connections; or for miscommunications, failed, jumbled, scrambled, delayed, or misdirected computer, telephone or cable transmissions; or for any technical malfunctions, failures, difficulties or other errors of any kind or nature; or for the incorrect or inaccurate capture of information, or the failure to capture any information. Sponsor reserves the right in its sole discretion to disqualify any individual who is found to be tampering with the entry process or the operation of the Competition or the Website, to be acting in violation of these Official Rules, or to be acting in an unsportsman-like or disruptive manner, or with the intent to disrupt or undermine the legitimate operation of the Competition, or to annoy, abuse, threaten or harass any other person, and Sponsor reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law. In the event an insufficient number of eligible Submissions are received or Sponsor is prevented from awarding prize(s) or continuing with the Competition as contemplated herein by any event beyond its control, including but not limited to fire, flood, natural or man-made epidemic, earthquake, explosion, labor dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared) or any federal state or local government law, order, or regulation, public health crisis (e.g. SARS), order of any court or jurisdiction, or other cause not reasonably within Sponsor's control (each a "Force Majeure" event or occurrence), Sponsor shall have the right to modify, suspend, or terminate the Competition. If the Competition is terminated for Force Majeure before the designated end date, Sponsor will (if possible) select the winners from all eligible, non-suspect submissions received as of the date of the event giving rise to the termination. These Official Rules cannot be modified or amended in any way except in a written document issued in accordance with the law by a duly authorized representative of Sponsor. The invalidity or unenforceability of any provision of these rules shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these rules shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein.

Nature of Relationship/Waiver of Equitable Relief: Each entrant hereby acknowledges and agrees that the relationship between the entrant and the Promotion Entities is not a confidential, fiduciary, or other special relationship, and that the entrant's decision to provide the entrant's Submission to Sponsor for purposes of the Competition does not place the Promotion Entities in a position that is any different from the position held by members of the general public with regard to elements of the entrant's Submission. Each entrant understands and acknowledges that the Promotion Entities have wide access to ideas, stories, designs, and other literary materials, and that new ideas are constantly being submitted to it or being developed by their own employees. Each entrant also acknowledges that many ideas or stories may be competitive with, similar or identical to the Submission and/or each other in theme, idea, plot, format or other respects. Each entrant acknowledges and agrees that such entrant will not be entitled to any compensation as a result of any Promotion Entity's use of any such similar or identical material. Each entrant acknowledges and agrees that the Promotion Entities do not now and shall not have in the future any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of the copyright in and to the Submission. Finally, each entrant acknowledges that, with respect to any claim by entrant relating to or arising out of a Promotion Entity's actual or alleged exploitation or use of any Submission or other material submitted in connection with the Competition, the damage, if any, thereby caused to the applicable entrant will not be irreparable or otherwise sufficient to entitle such entrant to seek injunctive or other equitable relief against any Promotion Entity, and entrant's rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law.

No Obligation To Use: Sponsor shall have no obligation (express or implied) to use any Submission, or to otherwise exploit any Submission or, if commenced, to continue the distribution or exploitation thereof, and Sponsor may at any time abandon the use of any Submission for any reason, with or without legal justification or excuse, and entrants shall not be entitled to any damages or other relief by reason thereof.

Dates & Deadlines/Anticipated Number of Entrants: Because of the unique nature and scope of the Competition, Sponsor reserves the right, in addition to those other rights reserved herein, to modify any date(s) or deadline(s) set forth in these Official Rules or otherwise governing the Competition. Sponsor cannot accurately predict the number of entrants who will participate in the Competition.

Further Documentation: If Sponsor shall desire to secure additional assignments, certificates of engagement for the Submission or other documents as Sponsor may reasonably require in order to effectuate the purposes and intents of these Official Rules, then each entrant agrees to sign the same upon Sponsor's request therefor.

Winners List/Official Rules: To obtain a copy of any legally-required winners list, send a self-addressed stamped envelope to The Everywoman's Filmmaker Competition, 309 West 49th Street, New York, NY 10019. All such requests must be received by November 1, 2008. These Official Rules will be posted on the Website.

Sponsor: Lifetime Entertainment Services, 309 West 49th Street, New York, NY 10019.