{"id":42260,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/duplicator-agreement-macrovision-corp-and-victor-co-of-japan.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"duplicator-agreement-macrovision-corp-and-victor-co-of-japan","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/duplicator-agreement-macrovision-corp-and-victor-co-of-japan.html","title":{"rendered":"Duplicator Agreement &#8211; Macrovision Corp. and Victor Co. of Japan Ltd."},"content":{"rendered":"<pre>\n\n                                 DUPLICATOR AGREEMENT\n\nTHIS DUPLICATOR AGREEMENT ('Agreement') is made as of the 1st day of June, 1988,\nby and between Macrovision Corporation, a corporation organized under the laws\nof the State of California ('Macrovision'), having its principal place of\nbusiness at 10201 Torre Avenue, Suite 330, Cupertino, California 95014, U.S.A.\nand Victor Company of Japan, Limited, a corporation organized under the laws of\nJapan, ('Duplicator'), represented by Magnetic Products Division, having its\nprincipal place of business at Mito Plant 1030, Motoyoshida-Cho, Mito-City 310,\nJapan.\n\n1.  DEFINITIONS.  For purposes of this Agreement, the following words and\nphrases shall have the following meanings:\n\n1.1  'Macrovision Anticopy Process' shall mean the process of modifying a video\nsignal by the addition of a plurality of bipolar pulse pairs during selected\nlines of the vertical blanking interval, which process has been granted United\nStates Patent No. 4,631,603 and Japan Patent Application No. 86-087236 filed\nApril 17, 1986.\n\n1.2  'Processor' shall mean the equipment including and containing the\nelectrical circuitry required to apply the Macrovision Anticopy Process to the\nCassettes.\n\n1.3  'Cassettes' shall mean prerecorded video cassettes.\n\n1.4  'Rights Owners' shall mean those persons who have the right to manufacture\nand sell Cassettes of certain motion pictures and\/or certain other videographic\nmaterials ('Pictures') and who have valid agreements with Macrovision\nauthorizing the application of the Macrovision Anticopy Process to Cassettes of\ntheir Pictures.\n\n\n\n2.  SERVICES  It is understood by both parties that Duplicator shall render a\nservice to apply the Macrovision Anticopy Process into Cassettes using the\nProcessor subject to instruction and order to be made by the Rights Owners.\n\n3.  USE OF TECHNOLOGY  Macrovision hereby agrees to provide the fully adjusted\nProcessor to Duplicator and to grant the right to use it to Duplicator during\nthe term of this Agreement, as far as it is used by Duplicator solely in\nconnection with the manufacture of Cassettes of Pictures for Rights Owners,\nsubject to all of the terms, conditions and restrictions of this Agreement.\n\n4.  SERVICE FEE  In full consideration of the services agreed to be performed\nby Duplicator hereunder, Macrovision shall pay to Duplicator the sum of Yen2 per\nCassette manufactured by Duplicator hereunder, payable within forty-five (45)\ndays following receipt by Macrovision of the statement required by Section 13.2\nhereof.\n\n5.  INSTALLATION  Macrovision shall deliver the necessary number of Processors\nto Duplicator upon each Duplicator's request from time to time as soon as\nreasonably possible after such Duplicator's request, and shall furnish any\nnecessary technical assistance to enable Duplicator to install and operate the\nProcessor, without any charge to Duplicator.\n\n6.  OWNERSHIP  The processor and all rights therein shall remain the property\nof Macrovision at all times, and may be removed from Duplicator's premises by\nMacrovision at any time after giving Duplicator reasonable prior notice.\nDuplicator shall cause or permit the Processor to be clearly and conspicuously\nlabeled as the property of Macrovision.  Duplicator will not make, or knowingly\nauthorize third parties to make, directly or indirectly, any modifications,\nalterations, improvements, variations, changes and\/or logical extensions to the\nProcessor, nor will Duplicator take any action that is inconsistent with or\nchallenges the ownership by Macrovision of the Processor, without the prior\nconsent of Macrovision.\n\n\n\n7.  LIMITED USE  Duplicator shall utilize the Processor solely in connection\nwith the application of the Macrovision Anticopy Process by Duplicator in the\nmanufacture of Cassettes for Rights Owners.  Duplicator shall not have the right\nto lease, license, or otherwise to grant to anyone the right to use the\nProcessor.  Duplicator shall not have the right to apply the Macrovision\nAnticopy Process, or to cause the Macrovision Anticopy Process to be applied, by\nany person or persons other than Duplicator's employees and\/or at any location\nor locations other than Duplicator's business locations.  Duplicator shall not\nhave the right to use the Processor to manufacture Cassettes of any Picture for\nanyone other than the Rights Owners of the Picture.\n\n8.  SECURITY  Duplicator will use all reasonable efforts to establish adequate\nsecurity measures to prevent theft or unauthorized access to or use of the\nProcessor.  Macrovision shall have the right to enter the premises of Duplicator\nduring Duplicator's normal business hours, after giving Duplicator twenty-four\n(24) hours prior notice, to inspect the operation of the Processor and to review\nDuplicator's security measures.\n\n9.  QUALITY CONTROL  Duplicator shall employ such reasonable manufacturing and\nquality standards as Macrovision may specify from time to time with respect to\nthe use of the Processor in applying the Macrovision Anticopy Process to\nCassettes.  Duplicator shall follow the instructions of Macrovision in\nconnection with the maintenance of the Processor and shall immediately report\nany operational problems of the Processor to Macrovision.\n\n10. WARRANTIES\n\n10.1 Duplicator makes representations and warranties that subject to the\ninstructions or orders to be made by the Rights Owners.  Duplicator shall be\nliable to the Rights Owners and Macrovision the application of the Macrovision\nAnticopy Process to any of the Cassettes using the Processor\n\n\n\nMacrovision may specify from time to time under Article 9 hereof.\n\n10.2 Duplicator shall not be liable to Macrovision or others for consequential\ndamages under any circumstances.\n\n10.3 Duplicator agrees to give Macrovision prompt notice of every complaint,\nclaim of lawsuit concerning Cassettes to which the Macrovision Anticopy Process\nis applied, and thereafter to keep Macrovision fully informed of the status\nthereof.  Duplicator agrees to keep a record of all complaints received with\nrespect to Cassettes to which the Macrovision Anticopy Process is applied and to\ngive Macrovision reasonable access to all such records.\n\n11. TERM AND TERMINATION\n\n11.1 This Agreement shall be effective as of the date set forth in the\nintroductory paragraph subject to Governmental Approval, if any, and shall\ncontinue in full force and effect until terminated by Macrovision by giving\nDuplicator written notice of such termination not less than sixty (60) days\nprior to the termination date.\n\n11.2 In the event of a material default by either party in the performance of\nits duties, obligations or undertakings under this Agreement, the other party\nshall have the right to give written notice to the defaulting party advising\nsuch party of the specific default involved.  If the defaulting party shall not\nhave remedied such default within ten (10) days after such notice (or, if the\ndefault cannot reasonably be remedied within ten (10) days, within thirty (30)\ndays after such notice), the other party shall have the right, in addition to\nany other rights and remedies it may have, to terminate this Agreement\nimmediately upon written notice to the defaulting party.  In the event of a\ntermination due to a material default by Duplicator, Macrovision shall have no\nobligation to pay any amounts that would otherwise be due pursuant to Section 4\nhereof for Cassettes manufactured after Macrovision provides written notice of\nsuch default to Duplicator.\n\n\n\n11.3 Upon any termination of this Agreement, all rights in or to the Processor\nthat Duplicator may have under this Agreement immediately shall terminate and\nshall revert to Macrovision; duplicator shall immediately cease the use of the\nProcessor; and Duplicator shall return immediately to Macrovision the Processor\nand any and all documents and other materials furnished Duplicator or otherwise\nobtained from Macrovision under this Agreement, together with all copies or\nreproductions thereof.\n\n11.4 No termination of this Agreement shall in any manner whatsoever release, or\nbe construed as releasing, any party from any liability to the other arising out\nof or in connection with a party's breach of, or failure to perform, any\ncovenant, agreement, duty or obligation contained herein.\n\n12. CONFIDENTIALITY\n\n12.1 Any confidential or proprietary information, whether in writing, orally\ntransmitted, or communicated through audio-visual media or other means,\ncommunicated under or in connection with this Agreement (the 'Confidential\nInformation'), shall be treated by the recipient as confidential and shall,\nsubject to Section 12.3 below, not be revealed or disclosed to any third person\nor used except as contemplated hereunder.\n\n12.2 Recipient hereby agrees not to use the Confidential Information for its own\nbenefit except for the purposes of and as provided in this Agreement.\n\n12.3 Recipient hereby agrees not to disclose the Confidential Information to any\nthird party or to use the Confidential Information for the benefit of any third\nparty without the express written permission of the other party, except that\nrecipient shall not be prevented from using or disclosing information:\n\n\n\n    (a)  which recipient can demonstrate by written records was known to\nrecipient prior to the date of disclosure by the other party, provided such\ninformation was not obtained by recipient through disclosure by a third party\nreceiving such information in confidence from the other party;\n\n    (b)  which is now public knowledge, or becomes public knowledge in the\nfuture, other than by breach of this Agreement by recipient;\n\n    (c)  which is independently developed by recipient without benefit of\nConfidential Information received from the other party;  or\n\n    (d)  which is disclosed to recipient after the date of disclosure by the\nother party by a third party having a right to make such disclosure.\n\n12.4  Recipient further agrees to use best efforts, and at least the same degree\nof care that it uses to protect its own confidential and proprietary\ninformation, to prevent the unauthorized disclosure to any third party of the\nConfidential Information.\n\n12.5  The confidentiality obligation set forth herein shall survive termination\nof this Agreement, but in no way shall last for five (5) years after the receipt\nof such Confidential Information.\n\n12.6 Any information communicated to any party hereunder may be disclosed, when\nreasonably appropriate or necessary to the performance of a party's obligations\nhereunder, by that party to:  such of its employees who reasonably require the\nsame for the purpose of this Agreement (who are bound to the party by an\nobligation as to confidentiality like that between the parties hereunder).\n\n\n\n13. MAINTENANCE AND INSPECTION OF BOOKS AND RECORDS\n\n13.1 Duplicator shall maintain books and records reflecting the number of all\nCassettes and the names of the Rights Owners of the Pictures on such Cassettes\nto which the Macrovision Anticopy Process is applied, and such other information\nas Macrovision may from time to time reasonably request with respect to the use\nof the Processor.\n\n13.2 Subject to the approval of the Rights Owners, Duplicator shall furnish to\nMacrovision monthly reports setting forth the number of all Cassettes to which\nthe Macrovision Anticopy Process is applied with respect to each Rights Owner,\nas well as the name of the Rights Owner.  Duplicator shall permit Macrovision to\ninspect review and audit any and of Duplicator's books and records which contain\nentries pertaining to the use of the Processor, on reasonable prior notice\nduring normal business hours.\n\n14. MISCELLANEOUS PROVISIONS\n\n14.1  GOVERNING LAW. This Agreement shall be governed by and interpreted in\naccordance with the laws of the State of California.\n\n14.2 ARBITRATION    Any controversy or claim arising out of or relating to this\nAgreement or the breach thereof should be settled by mutual agreement of the\nparties.  If such mutual agreement should not be reached within a reasonable\nperiod of time, all disputes arising from or in connection with this Agreement\nshall be finally settled under the Commercial Arbitration Rules of the American\nArbitration Association by three arbitrators appointed in accordance with the\nsaid Rules.  The place of arbitration shall be New York, NY, U.S.A.\n\n\n\n\n\n14.3  RIGHTS CUMULATIVE. Each and all of the various rights, powers and remedies\nof the parties shall be considered to be cumulative with and in addition to any\nother rights, powers and remedies which such parties may have at law or in\nequity in the event of breach of any of the terms of this Agreement. The\nexercise or partial exercise of any right, power or remedy shall neither\nconstitute the exclusive election thereof nor the waiver of any other right,\npower or remedy available to such party.\n\n14.4  NOTICES. All notices, consents or demands of any kind which either party\nto this Agreement may be required or may desire to serve on the other party in\nconnection with this Agreement shall be in writing and may be delivered by\npersonal service or by registered or certified airmail, return receipt\nrequested, deposited in the mail with postage thereon fully prepaid, or by telex\nor telefax which is to be immediately confirmed by air mail, addressed to the\nparty as follows:\n\n     If to Macrovision:\n\n          Macrovision Corporation\n          10201 Torre Avenue, Suite 330\n          Cupertoin, California 95014\n          Attention: Chief Operation Officer\n\n          Phone: 408-252-9600\n          Telefax:408-973-0847\n\n     cc:  David, W. Herbst, Esq.\n          Holtzmann, Wise &amp; Shepard\n          600 Hansen Way, Suite 200\n          Palo Alto, California 94306\n\n\n\n\n                                       -8-\n\n\n     If to Duplicator:\n\n          Victor Company of Japan, Limited\n          Mito Plant 1030, Motoyoshida-Cho\n          Mito-City 310\n          Japan\n          Attention: General Manager\n                     Magnetic Recording Division\n\n          Telex: No:.  3632289\n          Answer Back: VICTOR J\n\n     cc:  Victor Company of Japan, Limited\n          8-14, Nihonbashi-honcho 4-chome\n          Chuo-ku, Tokyo 103\n          Japan\n          Attention: General Manager, Patent Department\n\n          Telex:No.  J26222     Answer Back:VICTOR A\n          Telefax:Japan 3-246-1547\n\nService of any such notice or demand so made by mail shall be deemed complete on\nthe date of actual delivery as shown by the addressee's registry or\ncertification receipt or at the expiration of the tenth (10th) business day\nafter the date of mailing, whichever is earlier in time. Either party hereto may\nfrom time to time, by notice in writing served upon the other as aforesaid,\ndesignate a different mailing address or a different person to which such\nnotices or demands are thereafter to be addressed or delivered.\n\n14.5  SEVERABILITY. If any of the provisions of this Agreement are held to be\nvoid or unenforceable, the parties agree that such determination shall not\nresult in the nullity or unenforceability of the remaining portions of this\nAgreement. The parties further agree to replace such void or unenforceable\nprovisions of this Agreement with valid and enforceable provisions which will\nachieve, to the extent possible, the economic, business and other purposes of\nthe void or unenforceable provisions.\n\n\n\n                                       -9-\n\n\n14.6  COUNTERPARTS. This Agreement may be executed in separate counterparts,\neach of which shall be deemed as an original and when executed, separately or\ntogether, shall constitute a single original instrument, effective in the same\nmanner as if the parties had  executed one and the same instrument.\n\n14.7 WAIVER.  No waiver of any term, provision or condition of this Agreement,\nwhether by conduct or otherwise, in any one or more instances, shall be deemed\nto be, or be construed as, a further or continuing waiver of any such term,\nprovision or condition or as a waiver of any other term, provision or condition\nof this Agreement.\n\n14.8  ENTIRE AGREEMENT.  This Agreement and any terms and conditions agreed to\npursuant to this Agreement are intended by the parties to be the final\nexpression of their agreement and constitute and embody the entire agreement and\nunderstanding between the parties hereto and constitute a complete and exclusive\nstatement of the terms and conditions thereof, and shall supersede any and all\nprior correspondence, conversations, negotiations, agreements or understandings\nrelating to the same subject matter.\n\n14.9  AMENDMENTS.   No change in, modification of or addition to the terms and\nconditions contained herein shall be valid as between the parties unless set\nforth in a writing which is signed by authorized representatives of both the\nparties and which specifically states that it constitutes an amendment to this\nAgreement.\n\n14.10  ASSIGNMENT.  Neither party shall assign its rights or obligations under\nthis Agreement to any other person without the prior written approval of the\nother party which approval will not be unreasonably withheld. Any attempt at\nassignment without such prior written approval shall be void.\n\n\n\n                                      -10-\n\n\n14.11  BINDING ON SUCCESSORS AND ASSIGNS.    Subject to the restrictions of\nSection 14.10, this Agreement and all or its terms, conditions and covenants are\nintended to be fully effective an binding, to the extent permitted by law, on\nthe successors and permitted assigns of the parties hereto.\n\n14.12  FORCE MAJEURE. Neither party shall be held responsible or liable for \nany failure to  perform any obligation assumed hereunder during the period \nwhen such failure is due to strike, lockout, riot, war, natural disaster, \nacts of God., fire, Governmental order or regulation or any other cause \nbeyond the control of either party.\n\n14.13 CAPTIONS.   Captions are provided herein for convenience only and\nthey form no part of this Agreement and are not to serve as a basis for\ninterpretation or construction of this Agreement, nor as evidence of the\nintention of the parties hereto.\n\n14.14  DISCLAIMER OF AGENCY.  Nothing contained in this Agreement is intended or\nshall be construed so as to constitute Macrovision and Duplicator as partners or\njoint venturers or as agents of each other. Neither party shall have any express\nor implied right or authority to assume or create any obligations on behalf of\nor in the name of the other party or to bind the other party in any contract,\nagreement or undertaking with any third party.\n\n\n\n                                      -11-\n\n\nIN WITNESS WHEREOF, this Agreement has been executed and delivered by the \nparties hereto as of the day and year first above written.\n\n\n\n                                   MACROVISION CORPORATION\n\n\n                                   By  \/s\/ Eugene Eidenberg 6\/1\/88\n                                      ----------------------------------\n                                      Eugene Eidenberg, President\n\n\n                                   VICTOR COMPANY OF JAPAN, LIMITED\n\n\n\n                                  By       \/s\/ Satoru Tomita\n                                     ------------------------------------\n                                         SATORU TOMITA\n                                         MANAGING DIRECTOR\n                                         GENERAL MANAGER           JUN 20, 1988\n                                         MAGNETIC PRODUCTS DIVISION\n\n\n\n\n                                      -12-\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-42260","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\/42260","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=42260"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42260"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42260"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42260"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}