{"id":42031,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-macrovision-corp-and-victor-co-of-japan-ltd.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-macrovision-corp-and-victor-co-of-japan-ltd","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/agreement-macrovision-corp-and-victor-co-of-japan-ltd.html","title":{"rendered":"Agreement &#8211; Macrovision Corp. and Victor Co. of Japan Ltd."},"content":{"rendered":"<pre>                                      AGREEMENT\n\n\n    This Agreement made and entered into as of 15th day of July, 1994, by and\nbetween MACROVISION CORPORATION, (hereinafter referred to as 'MACROVISION'), a\ncorporation organized under the laws of the State of California and having its\nprincipal place of business at 700 El Camino Real East, Mountain View,\nCalifornia 94040, U.S.A., and VICTOR COMPANY OF JAPAN, LIMITED, (hereinafter\nreferred to as 'JVC'), a corporation organized under the laws of Japan and\nhaving its principal place of business at 12, 3-Chome, Moriya-Cho, Kanagawa-Ku,\nYokohama 221, Japan.\n\n\n                                      WITNESSETH\n\nARTICLE 1.    DEFINITIONS\n\nFor purposes of this Agreement, the following words and phrases shall have the\nfollowing meanings:\n\n(1) 'W-VHS Anticopy Process' shall mean certain encoding process developed by\nJVC for the avoidance of duplicating any program contained in a Cassette onto\nany other recordable medium without using certain decoding equipment.\n\n(2) 'Processor' shall mean the equipment including and containing the\nelectrical circuitry required to apply the W-VHS Anticopy Process to the\nCassettes.\n\n(3) 'Cassettes' shall mean prerecorded video cassettes which are in conformity\nwith W-VHS Standard.\n\n(4) 'W-VHS Standard' shall mean JVC's proprietary technical information named\n'W-VHS video cassette system standard' determined and defined by JVC as of\nSeptember, 1993.\n\n(5) 'Development Program' shall mean the development work to be performed\naccording to this Agreement in developing, designing, manufacturing, testing or\nevaluating the sample of Processor during the period up to the time\nprototype-sample for mass production products of Processor has been finally\napproved by both parties hereto.\n\n\nARTICLE 2.    OBJECT AND DEVELOPMENT\n\n2.1 Subject to the provisions hereof, during the term of this Agreement, JVC\nshall carry out the Development Program for developing, designing, producing and\ntesting prototypes of mass-production products of Processor which will be\ncommercially acceptable.\n\n2.2 JVC shall use its all reasonable efforts to develop and finalize the\nprototype model of each item of the Processor within the targeted schedule as\nseparately confirmed by both parties hereto.\n   \n    \n\n\n\n2.3 In order that and to the extent that JVC will be able to perform the\ncontemplated Development Program, JVC shall determine the basic specifications\nof the Processor and modify or update them in conjunction with MACROVISION.\n\n\nARTICLE 3.    COSTS AND EXPENSES\n   \n3.1  MACROVISION shall pay JVC an amount of One Million Japanese Yen \n(1,000,000 Yen) within thirty (30) days after the effective date of this \nAgreement in consideration of the cost and expense arising from JVC's \nactivities hereunder with respect to the contemplated Development Program.\n    \nARTICLE 4.    CONFIDENTIALITY AND REEXPORTED OF TECHNICAL DATA\n\n4.1 Except as specifically provided in this Agreement, any and all information\nfurnished pursuant to this Agreement shall be used by the receiving party only\nin connection with the Development Program and shall be disclosure is necessary\nto achieve the objectives of this Agreement and shall not be disclosed to any\nthird party except MACROVISION's auditors and legal counsel without the prior\nwritten consent of the disclosing party.  The parties agree to exercise the same\ndegree of care and safeguards with respect to such information as used to\nmaintain the confidentiality of their own information of like character, but in\nany event no less than a reasonable degree of care.\n\n4.2 Any and all information shall be deemed confidential information and the\nparties shall have obligation of confidentiality described herein except to the\nextent such information is:\n\n    (a)  developed by the receiving party independent of the disclosing party,\n         as evidenced by reasonable proof, or\n\n    (b)  lawfully obtained without restriction by the receiving party from a\n         third party, or\n\n    (c)  publicly available other than through the fault or negligence of the\n         receiving party prior to the time of\n\n    (d)  is known to the receiving party prior to the time of disclosure, as\n         evidenced by reasonable proof.\n\n4.3 The obligations of nondisclosure and non-use of the confidential\ninformation of this Article shall remain in force and effect notwithstanding the\nexpiration or termination of this Agreement.\n\n4.4 The parties hereto agree, pursuant to and in conformance with the\nrequirements of the Export Administration Act, any Foreign Exchange Control\nRegulations or the like, that neither technical data nor any direct product\nproduced by the use thereof, is either intended to be or will actually be\nshipped, exported or reexported directly or indirectly to any person,\norganization or\n\n                                          2\n   \n    \n\n\n\nentity in a Country to which such disclosure, shipment, exportation or\nre-exportation is prohibited by Act or such Regulations unless prior\nauthorization is obtained from the competent authorities; the Parties further\nagree to keep themselves fully informed of the current basis of all the\nprovisions of said Regulations including any amendments and changes thereto\nwhich are relevant to the foregoing undertaking.\n\n\nARTICLE 5.    INVENTION\n\n5.1 Subject to the contemplated Development Program, all inventions, ideas,\nintellectual property, know-how, developments, designs, concepts, discoveries,\nimprovements or innovations ('Inventions') pursuant to Processors shall become\nthe sole property of JVC.\n\n5.2 Notwithstanding the provision of the preceding paragraph, improvements made\nby MACROVISION to the copy protection process in the course of its evaluation\nshall be the property of MACROVISION.\n\n\nARTICLE 6.    MASS-PRODUCTION AND LICENSE OF PROCESSORS\n\n6.1 Promptly after mass-production-samples of Processors have been approved by\nboth parties hereto, MACROVISION and JVC shall discuss and determine the terms\nand conditions of 'Production and Purchase Agreement of Processors', and shall\nenter into the Agreement, under which JVC agrees to manufacture and supply\nProcessors exclusively to MACROVISION and MACROVISION agrees to purchase such\nProcessors exclusively from JVC.  MACROVISION shall be the exclusive distributor\nof the Processors in Japan.\n\n6.2 Should any technical trouble or inconvenience in connection with\nDevelopment Program be found by MACROVISION within sixty (60) days after first\ndelivery of Processors for sale by JVC to MACROVISION and be informed JVC\nthereof by MACROVISION, JVC shall make it's best effort to resolve such trouble\nor inconvenience on it's own responsibility without any additional charge to\nMACROVISION.\n\n6.3 JVC agrees that JVC shall not assert against MACROVISION any patent and\nutility model right relating to Processors which are owned or will be acquired\nby JVC so long as MACROVISION agrees not to use Processors for any purpose other\nthan the sale or license of Processors to ultimate users of the Processors such\nas duplicators.\n\n6.4 MACROVISION agrees that MACROVISION shall not assert against JVC any patent\nand utility model right relating to Processors which are owned or will be\nacquired by MACROVISION.\n\n\nARTICLE 7.    PUBLICITY\n\n    Neither party hereto may open any information relating to the contemplated\nDevelopment Program hereunder to any third party during the term of this\nAgreement without the prior written\n\n\n                                          3\n   \n    \n\n\n\nconsent of other party.  In the event that public announcement to stockholders\nor others relating to this Agreement or the contemplated Development Program\nhereunder is required by any law or regulation, the party making any such\nannouncement shall give the other party an opportunity to review in advance the\nmanner or form of the announcement.\n\n\nARTICLE 8.    DEVELOPMENT WITH A THIRD PARTY\n\n    Neither party hereto may cooperate with any third party during the term of\nthis Agreement, in any field concerning the contemplated Development Program\nunder this Agreement without the prior written consent of the other party,\nexcept any development already being cooperated in with any third party prior to\nthe effective date of this Agreement.\n\n\nARTICLE 9.    DISCLAIMER\n\n9.1 Except as specifically provided in this Agreement, nothing contained in\nthis Agreement shall be construed as:\n\n    (a)  granting or conferring any rights, by license or otherwise either\n         expressly or by implication, estoppel or any other manner, under\n         patent rights other than those granted hereunder; or\n\n    (b)  granting or conferring any license or right with respect to any\n         trademark, trade or brand name, the corporate name of either Party, or\n         the corporate name of a subsidiary of either Party, or any other name\n         or mark or any contraction, abbreviation or simulation thereof; or\n\n    (c)  an agreement or warranty, either expressed, implied or statutory, to\n         defend or indemnify the other party hereto for infringement of any\n         patent right, trademark or copyright of a third party arising out of\n         any work carried out pursuant to this Agreement, or arising out of the\n         manufacture, use, lease or sale of any Processor; or\n\n    (d)  a warranty or representation that the use of any furnished information\n         will be free from patent infringement or any other claim of a third\n         party; or\n\n    (e)  a warranty, either expressed, implied or statutory (including any\n         implied warranty of merchantability or fitness for a particular\n         purpose) as to prototypes and any commercial Development Program or\n         any other device or article developed pursuant to this Agreement; or\n\n    (f)  an agreement by one party hereto to protect, indemnify or hold\n         harmless the other party hereto from any liability resulting from such\n         other party's use of any information of such one party; or\n\n\n                                          4\n\n   \n    \n\n\n\n\n    (g)  an obligation to file any patent application, or to prosecute any\n         opposition, interference, conflict proceeding, or other contest of\n         priority, or to secure any patent or patent rights, or to maintain any\n         patent in force, or to provide copies of patent applications to the\n         other party, or to disclose any inventions described or claimed in\n         such patent applications.\n\n\nARTICLE 10.   TERM AND TERMINATION\n\n10.1 This Agreement shall commence on the date when both parties signed on this\nAgreement and continue in effect until effective date of 'Production and\nPurchase Agreement of Development Products' set forth in Article 6.1 hereof,\nunless sooner terminated as permitted herein.  The Agreement may be extended by\nmutual agreement of the Parties.\n\n10.2 In the event that either party shall default in any of its obligations\nhereunder, and should such default continue for thirty (30) days after the same\nshall have been called to the attention of such party in writing by the other\nparty, or should file a petition in bankruptcy or make a general assignment for\nthe benefit of creditors or otherwise acknowledge insolvency, or be adjudged\nbankrupt, or should go or be placed into a process or complete liquidation other\nthan for an amalgamation or reconstruction, or if a receiver be appointed for\nits business and such receiver is not discharged within sixty (60) days after\nappointment, then the other party, at its option, may terminate such party's\nrights under this Agreement by giving ten (10) days notice in writing.\n\n10.3 Subject to the provisions of Paragraphs 10.1, 10.2 and 10.4, any\nobligations which accrue prior to termination or expiration, including the\nobligations of confidentiality and the prohibition on reexport in Article 4\nshall survive such termination or expiration for their full term.\n\n10.4 No failure or delay on the part of a Party to exercise any of its rights\nunder this Article for one or more defaults shall be construed to prejudice its\nrights in connection with such or any subsequent default.\n\n\nARTICLE 11.   NOTICES\n\n    Any and all communications or notices required or permitted under this\nAgreement shall be in writing, shall identify this Agreement, and shall be hand\ndelivered or sent by air mail, postage prepaid and addressed to the last known\naddress of the party for which the communication is intended.  As of the\neffective date, any communications or notices to be given to MACROVISION shall\nbe addressed to:\n\n                   MACROVISION CORPORATION\n                   700 El Camino Real East, Suite 200\n                   Mountain View, California 94040\n                   Attention:     Chief Financial Officer\n\n\n                                          5\n\n   \n    \n\n\n\n    As of the effective date, any communications or notices to be given to JVC\nshall be addressed to:\n\n                   VICTOR COMPANY OF JAPAN, LIMITED\n                   12, 3-Chome, Moriya-Cho\n                   Kanagawa-Ku, Yokohama 221, Japan\n                   Attention:     General Manager\n                             W-VHS System Promotion Department\n                             Video Sector\n\n\nARTICLE 12.     ASSIGNMENT\n\n    This Agreement shall not be assigned or transferred by either party without\nthe written consent of the other, except as to a successor in ownership of all\nor substantially all the assets of the assigning or transferring party, and\nwhich successor shall expressly assume in writing the performance of all the\nterms and conditions of this Agreement to be performed by the assigning or\ntransferring Party as if it were named herein in the place of the assigning\nParty.\n\n\nARTICLE 13.   GOVERNING LAW\n\n    This Agreement shall be governed and interpreted in accordance with the\nlaws of Japan.\n\n\nARTICLE 14.   MISCELLANEOUS\n\n14.1 Expiration or termination of this Agreement shall not release either party\nhereto from any liability or obligation which as of the date of expiration or\ntermination has already accused to a party hereto, or affect in any way the\nsurvival of any right, duty or obligation of either Party hereto which is\nexpressly stated elsewhere in this Agreement to survive expiration or\ntermination hereto.\n\n14.2 Neither party hereto shall be liable for delay in performance or failure to\nperform in whole or in part, the terms of this Agreement due to labor dispute,\nstrike, labor shortage, war or act of war (whether an actual declaration is made\nor not), insurrection, riot or civil commotion, act of public enemy, accident,\nfire, flood or other act of God, act of any governmental authority, judicial\naction, short or reduced supply of fuel or raw material, technical failure where\nsuch party has exercised ordinary care in the prevention thereof, or other\ncauses beyond the control of such Party, whether or not similar to the matters\nherein enumerated; provided however, that if such delay continues for a period\nof six (6) months, then the non-delaying party shall have the right to terminate\nthis Agreement, and such termination shall be treated as a termination due to\ndefault in accordance with the Article 10.\n\n\n                                          6\n\n   \n    \n\n\n\n14.3 The provisions of this Agreement supersede all previous communications,\nnegotiations, representations or agreements, either oral or written, with\nrespect to and to the extent of the Development Program of Development Product,\nand no modification of, or addition to, the terms hereof shall be binding on\neither party hereto unless reduced to writing and duly executed by the Parties\nhereto.\n\n14.4 This Agreement is intended to be valid and effective throughout the world\nand, to the extent permissible under applicable law, shall be construed in a\nmanner to avoid violation of or invalidity under any applicable law.  Should any\nprovision hereof nevertheless be or become invalid, illegal or unenforceable\nunder any applicable law, the other provisions hereof shall not be affected, and\nto the extent permissible under applicable law, any such invalid, illegal or\nunenforceable provision shall be deemed amended lawfully to conform to the\nintent of the Parties.\n\n14.5 In the event of any dispute or difference which may arise between the\nparties, in connection with this Agreement, the parties shall promptly attempt\nto resolve such dispute or difference by mutual discussion.\n\n    IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be\nexecuted by their duly authorized representative as of the date shown below.\n\n\n\nMACROVISION CORPORATION                VICTOR COMPANY OF JAPAN,\n                                       LIMITED\n\nBy: \/s\/ Joseph F. Swyt                 By:  \/s\/ Hiroki Shimizu\n    ------------------------------          -----------------------------------\n\nTitle:   President                     Title:    Director, General Manager of\n      ----------------------------            ---------------------------------\n                                                 Video Sector\n                                              ---------------------------------\n\nDate:    July 15, 1994                 Date:\n     -----------------------------           ----------------------------------\n\n\n                                          7\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8106],"corporate_contracts_industries":[9466],"corporate_contracts_types":[9613,9620],"class_list":["post-42031","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-macrovision-corp","corporate_contracts_industries-media__movies","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42031","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42031"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42031"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42031"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42031"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}