{"id":42203,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/copy-protection-technology-agreement-macrovision-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"copy-protection-technology-agreement-macrovision-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/copy-protection-technology-agreement-macrovision-corp-and.html","title":{"rendered":"Copy Protection Technology Agreement &#8211; Macrovision Corp. and Victor Co. of Japan Ltd."},"content":{"rendered":"<pre>                        COPY PROTECTION TECHNOLOGY AGREEMENT\n\n    This Copy Protection Technology Agreement (this 'Agreement') is made as \nof January ___, 1997 (the 'Effective Date'), by and between MACROVISION\nCORPORATION, a California corporation ('Macrovision'), having its principal \nplace of business at 1341 Orleans Drive, Sunnyvale, California 94089 \n[fax #: (408) 743-8610], and VICTOR COMPANY OF JAPAN, LIMITED, a Japanese \ncorporation ('JVC'), having its principal place of business at 12, Moriya-cho \n3-chome, Kanagawa-ku, Yokohama, Kanagawa 221, Japan\n[fax # 011-81-45-450-1599].\n\n                                   RECITALS\n\n    A.  Macrovision is the owner of all right, title and interest in and to \ncertain anticopying technology which may be used to protect video material \nfrom unauthorized copying.\n\n    B.  JVC desires that Macrovision continue to make available its anticopy\ntechnology for licensing on a nondiscriminatory basis.\n\n    C.  Macrovision and JVC have entered into a Duplicator Agreement dated \nJune 1, 1988, and a Technology Application Agreement dated November 29, 1988, \npursuant to which JVC has manufactured and distributed Videocassettes (as \ndefined below) which have been encoded with the Process (as defined below). \nJVC desires that it continue to have access to the Technology (as defined \nbelow) for such purposes, for purposes of DVD (as defined below) and DVC (as \ndefined below) replication, and for purposes of manufacturing Digital \nHardware (as defined below).\n\n                                    AGREEMENT\n\n    NOW THEREFORE, in consideration of the mutual covenants set forth below, \nthe parties agree as follows:\n\n    1.  DEFINITIONS\n\n        (a)  'DVC' means a digital video cassette or digital versatile \ncassette, or any similar digital media developed in the future, containing a \nprerecorded motion picture or other videographic material.\n\n        (b)  'DVD' means a digital video disk or digital versatile disk, or\nany similar digital media developed in the future, containing a prerecorded \nmotion picture or other videographic material.\n\n        (c)  'DIGITAL HARDWARE' means integrated receiver decoders or other \nvideo decoders used in connection with cable and satellite television systems \nand DVD and DVC players, each of\n\n\n\nwhich incorporates an integrated circuit which contains an apparatus for \nimplementing the Process on Pay-Per-View Transmissions (expressly excluding \nless-than-real-time transmissions (i.e., the transmission of videographic \nmaterials in a fraction of the time required for normal speed exhibition of \nsuch materials to a recording device for subsequent playback at normal \nspeed), because Macrovision has an exclusive agreement with Emc3 \nInternational Inc. for such use) or the analog playback of a DVD or DVC \n(expressly excluding DVDs and DVCs containing conditional access encryption \n(i.e., codes permitting each playback of the DVD or DVC to be separately \nauthorized), because Macrovision expects to enter into an exclusive agreement \nwith Zoom Television Incorporated for such use).\n\n        (d)  'PATENTS' means U.S. Patent Nos. 4,631,603, 4,577,216, \n4,819,098, 4,907,093 and 5,583,936, and foreign counterpart patents \ndisclosing and claiming the same inventions as recited in the U.S. patents \nenumerated above, together with future derivatives and extensions of all such \nU.S. and foreign patents, and any other patents pertaining to the \nmodification of a video signal by means of the Process (but not pertaining to \nthe elimination or defeat of the effects of the modified video signal).\n\n        (e)  'PAY-PER-VIEW TRANSMISSION' means transmission of a video \nprogram to video consumers for reception in the form of an electromagnetic \nwave, electrical signal or optical wave, whether by means of cable or \nsatellite transmission or otherwise, for which the recipient video consumer \npays an additional or separate fee to receive transmission of the specific \nprogram.\n\n        (f)  'PROCESS' means Macrovision's process of modifying a video \nsignal by (a) the addition of a plurality of unipolar pulses and bipolar \npulse pairs in and around the vertical blanking interval ('AGC Pulse') and \n(b) by pseudorandomly phase modulating the color bursts ('Colorstripe-TM-'), \nas specified in the Specifications of the Macrovision Antitaping Process for \nDigital Platforms, Revision 7.01 dated September 6, 1996, a copy of which has \nbeen provided to JVC (the 'Specifications').\n\n        (g)  'TECHNOLOGY' means the proprietary Macrovision technology based \nupon the Patents that is reasonably necessary for application of the Process \nto Videocassettes, DVDs, DVCs, and Pay-Per-View Transmissions, or for \napplication of the Process to a video signal by means of Digital Hardware, \nincluding but not limited to the technology specified in the Specifications, \nand any such technology enhanced by Macrovision in the future.\n\n        (h)  'VIDEOCASSETTE' means a video cassette containing a prerecorded \nmotion picture or other videographic material.\n\n     2.  NONDISCRIMINATORY AVAILABILITY\n\n        (A)  NONDISCRIMINATORY AVAILABILITY OF TECHNOLOGY. Macrovision agrees \nthat it will continue to license the Technology, the Process and the Patents, \non terms that are commercially reasonable to Macrovision, to financially \nqualified (i) cable and satellite television system operators and \nmanufacturers of television set top decoders\/receivers for their use in \nconnection with Pay-Per-View Transmissions; (ii) Videocassette, DVD, DVC and \nDigital Hardware manufacturers; and (iii) motion picture studios and other \ncontent providers that hold the rights to motion pictures and other \n\n                                      2\n\n\n\nvideographic materials that are displayed by means of Videocassette, DVD, \nDVC, and\/or Pay-Per-View Transmission. Such licensing shall be made on a \nnondiscriminatory basis as among similarly situated parties. Without limiting \nthe generality of the foregoing, Macrovision also agrees that if it is \nacquired (as defined below) by a company other than JVC and\/or any of its \naffiliates, Macrovision will not refuse to license, on the terms described in \nthis Section 2(a), companies that are competitors of the acquiring company, \nif the effect of such a refusal would be to favor the product or technology \napproach of the acquiring company or its affiliates over alternative \napproaches of other companies. For purposes of this agreement, 'licensing' \nincludes entering into agreements not to assert infringement of the Patents. \nFor purposes of this Agreement, 'acquired' means the acquisition of ownership \nof, or the exclusive rights to, a majority of the U.S. patents specifically \nlisted in the definition of 'Patents'; the acquisition of all or \nsubstantially all of the assets of Macrovision pertaining to its video copy \nprotection business; the acquisition of voting securities of Macrovision \nhaving a majority of the voting power attributable to all outstanding \nsecurities entitled to vote in the election of directors to Macrovision's \nBoard of Directors; or any merger or consolidation involving Macrovision \nafter which the shareholders of Macrovision immediately before the \ntransaction own voting securities of the surviving or  successor corporation \nhaving less than a majority of the voting power attributable to all \noutstanding securities entitled to vote in the election of directors of such \ncorporation.\n\n        (b)  NO OBLIGATION TO LICENSE TO CERTAIN PARTIES. Notwithstanding the \nprovisions of Section 2(a) above, Macrovision shall have no obligation to \nlicense or to continue to license the Technology, the Process or the Patents \nto any party that is materially breaching or has materially breached any \nagreement with Macrovision or that is infringing or has infringed or is or \nhas been alleged to have infringed any Macrovision patent or any other \nintellectual property right of Macrovision, provided that Macrovision has \ngiven such party written notice of the breach or infringement, the other \nparty has not cured such breach or infringement, and any applicable cure \nperiod has expired.\n\n        (c)  NO REQUIREMENT THAT TERMS BE THE SAME AMONG GROUPS OF QUALIFIED \nPERSONS OR WITHIN A PARTICULAR GROUP. Macrovision may offer different terms \nand conditions with respect to the use of the Technology, the Process and the \nPatents to different parties for legitimate business reasons, which business \nreasons may include, but are not limited to, the specific use of the \nTechnology, the Process or the Patents; geographic region; volume of \nbusiness; length of business relationship; time of commencement of business \nrelationship; or presence or absence of other business relationships with the \nsame party. The terms offered to any particular prospective licensee shall \nnot be materially less favorable to the licensee, or materially more \nfavorable to Macrovision or any successor, in the aggregate, than the terms \nagreed upon with similarly situated licensees.\n\n        (d)  LIMITED LICENSE WITH SUBLICENSING RIGHTS ONLY. Macrovision \nhereby grants to JVC a nonexclusive, nontransferable license only to grant \nsublicenses to other parties described in Section 2(a) above (and that are \nnot described in Section 2(b) above) to use the Technology, the Process and \nthe Patents solely for the purposes described in Section 2(a) above. JVC \nshall utilize such license only if Macrovision is acquired by a company other \nthan JVC and\/or any of its affiliates, only as and to the extent necessary to \nfulfill Macrovision's obligations under Section 2(a) above, and only if and \nso long as Macrovision breaches, and continues to breach its obligations \nthereunder; provided, however, that all sublicenses granted by JVC pursuant \nto this Agreement during any such\n\n                                      3\n\n\n\nperiod of breach shall continue in force in accordance with their terms. JVC \nshall grant any and all such sublicenses on such terms and conditions, \nincluding royalty and payment terms, as Macrovision shall have granted \nlicenses to similarly situated parties most recently prior to the event or \nevents constituting the breach of Macrovision's obligations, or, if the \naggregate terms of such most recently granted licenses are then contained in \nless than ten percent (10%) of Macrovision's licenses with similarly situated \nparties and are materially less favorable to the licensees, or materially \nmore favorable to Macrovision or any successor, than licenses granted prior \nto the commencement of discussions between Macrovision and the acquiring \ncompany regarding the acquisition, then on such terms and conditions as \nMacrovision shall have granted licenses to similarly situated parties most \nrecently prior to the commencement of such discussions. JVC shall pay \nMacrovision ninety-five percent (95%) of any and all amounts collected from \nits sublicensees with respect to any such subleases granted by JVC. Prior to \nexercising any rights under this license, JVC shall give Macrovision written \nnotice specifying the alleged breach of Macrovision's obligations under the \npenultimate sentence of Section 2(a) above and specifying reasonable and \nappropriate corrective measures that JVC proposes to cure such breach. JVC \nshall not exercise any rights under this license unless Macrovision fails to \nimplement the corrective measures proposed by JVC (or subsequently agreed \nupon by JVC and Macrovision pursuant to the procedure described below) within \nsixty (60) days following receipt of such notice, or, if such measures are \nnot capable of being implemented within sixty (60) days, Macrovision fails to \ncommence implementation of such corrective measures within such sixty (60) \nday period, to proceed with such implementation in good faith, reasonably and \nexpeditiously, thereafter, or to complete such implementation within ninety \n(90) days following receipt of such notice (or such longer period as JVC may \napprove, with such approval not to be unreasonably withheld). After \nexpiration of the time period set forth in the preceding sentence without \nMacrovision implementing the corrective measures, Macrovision promptly will \ntake all such actions as JVC reasonably may request in order to permit JVC to \nfully exercise and enforce JVC's rights under the license set forth in this \nSection 2(d). Macrovision may dispute either or both of the alleged breach \nand the proposed corrective measures by giving JVC written notice of such \ndispute within thirty (30) days following Macrovision's receipt of the \nnotice from JVC. Following Macrovision's notice of any such dispute, \nMacrovision and JVC shall work together in good faith to agree upon what, if \nany, corrective measures are necessary for Macrovision to undertake to cure \nany alleged breach; provided, however, that any lack of agreement between JVC \nand Macrovision regarding such matters will not affect JVC's rights to grant \nsublicenses pursuant to this Section 2(d), if the conditions incident thereto \nhave occurred, immediately following the expiration of the time period set \nforth in the third preceding sentence. JVC may exercise its rights under this \nSection 2(d) without any obligation first to seek of obtain any court order \nor ruling. Without limiting the foregoing, if any dispute referred to above \nregarding an alleged breach or proposed corrective measures is not resolved \nwithin sixty (60) days following Macrovision's receipt of the initial notice \nfrom JVC, then JVC may seek specific performance of its right to exercise \nthis license and\/or Macrovision may seek an injunction against the \nunauthorized exercise of rights under this license, by filing an appropriate \naction in the Superior Court for Santa Clara County, California.\n\n     3.  SPECIFIC AGREEMENTS\n\n         (a)  DUPLICATION, REPLICATION, TECHNOLOGY APPLICATION AND \nMANUFACTURING AGREEMENTS. Macrovision agrees that it will license the \nTechnology, the Process and the Patents, on a nonexclusive basis, to JVC \nand\/or one or more majority-owned (directly or indirectly) subsidiary\n\n                                       4\n\n\n\ncorporations of JVC, on terms that are commercially reasonable to \nMacrovision, for the application of the Process to Videocassettes, DVDs and \nDVCs manufactured by JVC and\/or such a subsidiary corporation for \ndistribution in Japan and\/or in any other territory or territories in which \nMacrovision currently licenses the Technology, the Process and the Patents to \nthird parties for such uses on a nonexclusive basis. Additionally, \nMacrovision agrees that it will license the Technology, the Process and the \nPatents, on a nonexclusive basis, to JVC and\/or one or more majority-owned \n(directly or indirectly) subsidiary corporations of JVC, on terms that are \ncommercially reasonable to Macrovision, for the manufacture of Digital \nHardware in territories in which Macrovision holds patents relating to video \ncopy protection in Digital Hardware. Such licenses shall be made on terms and \nconditions comparable (but not necessarily identical) to those generally \nprovided by Macrovision to similarly situated parties; provided, however, \nthat the terms offered to JVC and\/or such a subsidiary corporation shall not \nbe materially less favorable to the licensee, or materially more favorable to \nMacrovision or any successor, in the aggregate, than the terms agreed upon \nwith similarly situated licensee.\n\n          (b)  NO OBLIGATION TO LICENSE IF JVC AND\/OR ANY SUBSIDIARY \nCORPORATION BREACHES AGREEMENT. Notwithstanding the provisions of Section \n3(a) above, so long as Macrovision is then not in material breach or default \nunder this Agreement or any of the specific agreements described in Section \n3(a) above, Macrovision shall have no obligation to license the Technology, \nthe Process or the Patents to JVC and\/or any subsidiary corporation if it or \nany of them fails to make any payment that may be required by, or otherwise \nmaterially breaches the provisions of, this Agreement or any of the specific \nagreements described in Section 3(a) above; provided that Macrovision \nasserted the breach in writing, the breach has not been cured, any time for \ncure permitted under the applicable agreement has expired, and Macrovision \nhas lawfully terminated the applicable agreement.\n\n          (c)  NO OBLIGAITON TO PROVIDE IF NOT PROVIDING TO SIMILARLY \nSITUATED PARTIES. Notwithstanding the provisions of Section 3(a) above, \nMacrovision shall have no obligation to license the Technology, the Process \nor the Patents to JVC and\/or any subsidiary corporation if Macrovision is not \nlicensing the Technology, the Process or the Patents to similarly situated \nparties for similar purposes; provided that, in the event that Macrovision is \nacquired (as defined in Section 2(a) above) by any company other than JVC \nand\/or any of its affiliates, this provision shall apply only if Macrovision \nwas not licensing the Technology, the Process or the Patents to similarly \nsituated parties immediately prior to the commencement of discussions between \nMacrovision and the acquiring company regarding the acquisition.\n\n     4.  PROPRIETARY RIGHTS\n\n          JVC acknowledges that Macrovision claims the Process, the Patents \nand the Technology are the proprietary property of Macrovision, and JVC \nagrees that, except as expressly provided in Section 2(d) above, JVC has no \nright to sublicense the Process, the Patents or the Technology to any party, \nand has only such limited rights as are expressly provided by Macrovision to \nJVC hereunder or in other agreements between the parties hereto.\n\n     5.  TERM AND TERMINATION\n\n                                       5\n\n\n\n          This Agreement will commence on the Effective Date and will \ncontinue until expiration of the last of the Patents, unless earlier \nterminated as provided herein. Either party may terminate this Agreement upon \nthe material breach hereof by the other party, if after written notice the \nother party fails to cure such breach with sixty (60) days.\n\n     6.  CONFIDENTIAL INFORMATION\n\n          (a)  Macrovision and JVC (on behalf of themselves and their \nrespective officers, employees and agents) will use all reasonable efforts to \nkeep secret and confidential, and not to use or permit the use of for any \npurpose whatsoever, during the term of this Agreement and for a period of \nfive (5) years thereafter, any and all written confidential information \n(including the terms of this Agreement) acquired from the other party, \nwhether prior to or during the term of this Agreement, except as disclosure \nor use of such information is permitted by this Agreement or by a writing \nsigned by the parties hereto. Without limiting the generality of the \nforegoing provision, the Specifications and other technical information \nprovided by Macrovision regarding the Technology, the Process and the Patents \nis deemed confidential for the purpose of this Section 6. The parties will \npromptly confirm any oral disclosure of confidential information in writing, \nand the delivering party will cause all written materials and other documents \ncontaining confidential information designated by that party to be \nconfidential to be plainly marked to indicate the secret and confidential \nnature thereof. The obligations imposed upon Macrovision by this Section 6 \nwill not apply with respect to the disclosure of information in connection \nwith the public offering of any stock or other securities of Macrovision. JVC \nmay disclose Macrovision information the disclosure of which is restricted \nunder this Section 6 to majority-owned subsidiaries of JVC and to any actual \nor prospective minority owners of such subsidiaries so long as such parties \nare bound by confidentiality obligations to Macrovision with respect to such \ninformation comparable to those set forth herein. The obligations imposed \nupon each party hereto by this Section 6 will not apply with respect to any \ninformation which (i) is or becomes published or otherwise is generally \navailable to the public other than through the fault of the receiving party, \nor by the disclosing party; or (ii) is lawfully obtained from a third party \nwithout a duty of confidentiality; or (iii) is disclosed by the disclosing \nparty to a third party without a duty of confidentiality, or (iv) is known to \nthe receiving party prior to such disclosure and was not improperly obtained; \nor (v) is, at any time, developed by the receiving party independently of any \nsuch disclosure from the disclosing party.\n\n          (b)  SURVIVAL OF OBLIGATIONS.  The obligations of the parties under \nthis Section 6 will survive the termination of this Agreement and will remain \nin full force and effect regardless of the cause of termination.\n\n     7.  EQUITABLE REMEDIES\n\n          Each party acknowledges that if it breaches any provision of this \nAgreement, the other party will be irreparably harmed and will suffer \nsignificant injury which would be difficult to ascertain and which would not \nbe compensable by damages alone. Accordingly, the parties agree that each \nparty will have the right to enforce this Agreement and any of its provisions \nby injunction, specific performance or other equitable relief without \nprejudice to any other rights and remedies that such party may have for a \nbreach of this Agreement, and without being required to post any bond or \nother security.\n\n                                       6\n\n\n\n 8.  DISCLAIMER OF WARRANTIES\n     \n     The Process, the Patents and the Technology are licensed under this \nAgreement by Macrovision to JVC 'as is'. Nothing in this Agreement shall be \nconstrued as a warranty or representation that JVC or any of its subsidiaries \nor sublicensees will be able to make, use, offer to sell, sell or import any \nVideocassette, DVD, DVC, or Digital Hardware without infringing the patent or \nother intellectual property rights of third parties. Macrovision and its \nsuccessors shall have no obligation to license the Process, the Patents or \nthe Technology to any person if Macrovision or any successor has received \nwritten notice of a claim that Macrovision or such successor is infringing \nupon a third party's patent or other proprietary rights and, in the \nreasonable, good faith judgment of Macrovision or such successor, Macrovision \nor such successor would likely be liable for substantial damages to such \nthird party if it were to continue such licensing activity.\n\n 9.  MISCELLANEOUS PROVISIONS\n\n     (a)  GOVERNING LAW. This Agreement will be governed by and interpreted \nin accordance with the laws of the State of California, without reference to \nits laws on the conflict of laws.\n\n     (b)  RIGHTS CUMULATIVE. Each and all of the various rights, powers and \nremedies of the parties will be considered to be cumulative with and in \naddition to any other rights, powers and remedies which such parties may have \nat law or in equity in the event of breach of any of the terms of this \nAgreement. The exercise or partial exercise of any right, power or remedy \nwill neither constitute the exclusive election thereof nor the waiver of any \nother right, power or remedy available to such party. \n\n     (c)  NOTICES. All notices which either party is required or desires to \nsend hereunder shall be in writing sent to the address specified in the first \nparagraph of this agreement (in the case of JVC to the attention of 'Legal \nDepartment') and will be deemed to have been given, delivered and received: \n(i) if sent by first-class, registered pre-paid mail, five (5) days after \nmailing; (ii) if sent by commercially receipted courier, upon actual \ndelivery; or (iii) if sent by facsimile, upon receipt by the sender of \nacknowledgment of delivery from the recipient. Each party will promptly \nacknowledge by return facsimile transmission such party's receipt of each \nfacsimile transmission received from the other party. Each party may \ndesignate a different address or facsimile number by providing notice in \naccordance with this Subsection.\n\n     (d)  SEVERABILITY. If any of the provisions of this Agreement are held \nto be void or unenforceable, such determination will not result in the \nnullity or unenforceability of the remaining portions of this Agreement. The \nparties further agree to replace such void or unenforceable provisions of \nthis Agreement with valid and enforceable provisions which will achieve, to \nthe extent legally permissible, the economic, business and other purposes of \nthe void or unenforceable provisions.\n\n     (e)  COUNTERPARTS. This Agreement may be executed in separate \ncounterparts, and by facsimile, each of which will be deemed an original, and \nwhen executed, separately or together, will\n\n                                       7\n\n\nconstitute a single original instrument, effective in the same manner as if \nthe parties had executed one and the same instrument.\n\n     (f)  ENTIRE AGREEMENT. This Agreement is intended by the parties to be \nthe final expression of their agreement and constitutes the entire agreement \nand understanding between the parties hereto and constitutes a complete and \nexclusive statement of the terms and conditions thereof, and supersedes all \nprior correspondence, conversations, negotiations, agreements or \nunderstandings relating to the same subject matter; provided, however, that \nthis Agreement is not intended to amend, supersede, revoke or otherwise \nmodify either of the agreements referred to in Recital C above or the Stock \nand Convertible Note Purchase Agreement dated May 24, 1991, between \nMacrovision and an affiliate of JVC.\n\n     (g)  AMENDMENTS. No change in, modification of, addition to, or waiver \nof the terms and conditions contained herein will be valid as between the \nparties unless set forth in a writing which is signed by authorized \nrepresentatives of both parties and which specifically states that it \nconstitutes an amendment to this Agreement.\n\n     (h)  WAIVER. No waiver of any term, provision, or condition of this \nAgreement, whether by conduct or otherwise, in any one or more instances, \nwill be deemed to be, or be construed as, a further or continuing waiver of \nany other term, provision or condition of this Agreement.\n\n     (i)  ASSIGNMENT. JVC will not assign or delegate this Agreement or any \nrights or obligations hereunder to any party without Macrovision's prior \nwritten consent, and any attempt to do so without such consent shall be void. \nMacrovision may assign its rights and delegate its obligations under this \nAgreement to any party that acquires (as defined in Section 2(a) above) \nMacrovision, and upon such acquiring party's written acknowledgement, in form \nreasonably satisfactory to JVC, that the acquiring party has accepted all of \nMacrovision's obligations hereunder, Macrovision shall have no further \nresponsibility hereunder.\n\n     (j)  BINDING ON SUCCESSORS AND ASSIGNS. Subject to the restrictions of \nSection 9(i), this Agreement and all of its terms, conditions and covenants \nare intended to be fully effective and binding, to the extent permitted by \nlaw, on the successors and permitted assigns of the parties hereto. \n\n     (k)  ATTORNEY'S FEES. In any dispute between the parties arising out of \nthis Agreement, the prevailing party therein shall be entitled to have its \nattorney's fees, reasonable expenses and related litigation or arbitration \ncosts (if any) paid by the other party.\n\n     (l)  CAPTIONS. Captions are provided in this Agreement for convenience \nonly and they form no part of this Agreement and are not to serve as a basis \nfor interpretation or construction of this Agreement, nor as evidence of the \nintention of the parties hereto.\n\n     (m)  DISCLAIMER OF AGENCY. Nothing contained in this Agreement is \nintended or will be construed so as to constitute the parties to this \nAgreement as partners or joint venturers or as agents of each other. Neither \nparty will have any express or implied right or authority to assume or create \nany obligations on behalf of or in the name of the other party or to bind the \nother party in any contract, agreement or undertaking with any third party.\n\n                                       8\n\n\n     (n)  NO THIRD-PARTY BENEFICIARIES. Nothing in this Agreement shall be \ndeemed or interpreted to create any third party beneficiaries, or confer any \nrights in any third parties.\n\n     IN WITNESS WHEREOF, this Agreement has been executed and delivered by \nthe parties hereto as of the Effective Date.\n\nMACROVISION CORPORATION                VICTOR COMPANY OF JAPAN, LIMITED\n\nBy: \/s\/ Victor Viegas                  By: \/s\/ Tokio Nohara\n    -------------------------              --------------------------\n        (Signature)                            (Signature)\n\nName: Victor Viegas                    Name: Tokio Nohara\n     ------------------------               -------------------------\n        (Print)                                (Print) \n\nName: CFO                              Name: Associate Director\n     ------------------------               -------------------------\n        (Print)                                (Print)\n                                               General Manager of\n                                               Intellectual Property Dept.\n\n\n                                       9\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":[9613,9616],"class_list":["post-42203","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__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42203","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=42203"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42203"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42203"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42203"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}