{"id":42900,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/technology-application-agreement-macrovision-corp-and-victor.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"technology-application-agreement-macrovision-corp-and-victor","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/technology-application-agreement-macrovision-corp-and-victor.html","title":{"rendered":"Technology Application Agreement &#8211; Macrovision Corp. and Victor Co. of Japan Ltd."},"content":{"rendered":"<pre>\n\n                       TECHNOLOGY APPLICATION AGREEMENT\n\n     THIS TECHNOLOGY APPLICATION AGREEMENT ('Agreement') is made the 29th day \nof November, 1988, by and between MACROVISION CORPORATION, a California \nCorporation ('Macrovision'), having its principal place of business at 10201 \nTorre Avenue, Suite 330, Cupertino, California 95014, and VICTOR COMPANY OF \nJAPAN, LIMITED, ('Rights Owner'), having its principal place of business at \n8-14, Nihonbashi-Honcho 4-Chome, Chuo-ku, Tokyo 103, Japan.\n\n                                  RECITALS\n\n   A.  Macrovision has all right, title and interest in and to certain patent \napplications and inventions relating to a certain video signal protection \nprocess which is defined as the 'Macrovision Anticopy Process' in Section 1.1 \nhereof.\n\n   B.  Rights Owner has the exclusive right to manufacture and sell \nprerecorded video cassettes of certain motion pictures and\/or certain other \nvideographic materials which are defined as the 'Pictures' in Section 1.3 \nhereof.\n\n   C.  The parties desire to enter into this Agreement for the application of \nthe Macrovision Anticopy Process to prerecorded video cassettes of the \nPictures manufactured and distributed within the Territory (as defined in \nSection 1.5 hereof).\n\n                                       1\n\n\n\n                                   AGREEMENT\n\nNOW, THEREFORE, in consideration of the foregoing recitals and the mutual \nconvenants hereinafter set forth, the parties agree as follows:\n\n   1.  DEFINITIONS\n\n       For purposes of this Agreement, the following words and phrases shall \nhave the following meanings:\n\n   1.1 'Macrovision Anticopy Process' shall mean the process of modifying a \nvideo signal by the addition of a plurality of bipolar pulse pairs during \nselected lines of the vertical blanking interval, which process has been \ngranted United States Patent Number 4,631,603 and is the subject of Japan \nPatent Application Number 86-087236 filed April 17, 1986.\n\n   1.2 'Processor' shall mean the equipment including and containing the \nelectrical circuitry required to apply the Macrovision Anticopy Process to \nthe Cassettes.\n\n   1.3 'Pictures' shall mean motion pictures and other videographic materials \nwith respect to which Rights Owner holds the rights to manufacture and sell \nprerecorded video cassettes and\/or video discs within the Territory.\n\n   1.4 'Cassettes' shall mean prerecorded video cassettes of the Pictures.\n\n   1.5 'Territory' shall mean the Country of Japan\n\n   1.6 'Subsidiary' shall mean Victor Musical Industries, Inc., and\/or any \nother company or companies which 'Rights Owner'\n\n\n                                       2\n\n\n\nowns outright or which owns more than 50% of the shares or other equity \nrepresenting a right to elect or designate directors.\n\n   2.  APPLICATION OF MACROVISION ANTICOPY PROCESS\n\n       Subject to the terms and conditions of this Agreement, Macrovision \nhereby agrees to cause the Macrovision Anticopy Process to be applied (on a \nnon-exclusive basis) within the Territory to Cassettes to be manufactured and \nsold by Rights Owner within the Territory. Rights Owner agrees to have the \nMacrovision Anticopy Process applied at its discretion to the prerecorded VHS \nand Beta video cassettes Rights Owner manufactures and distributes (or causes \nto be manufactured and distributed) within the Territory during the term of \nthis Agreement. Application of the Macrovision Anticopy Process to the \nCassettes shall be effected by one or more third party duplicators selected \nby Rights Owner to manufacture the Cassettes, provided that any such \nduplicator must have executed a Duplicator Agreement with Macrovision in form \nand substance satisfactory to Macrovision. Rights Owner shall not have any \nright to grant to anyone any rights in or to the Macrovision Anticopy \nProcess. In the event that any legal action relating to the Macrovision \nAnticopy Process is brought against Macrovision or any threat thereof is \nmade, Macrovision shall have the right to discontinue the application of the \nMacrovision Anticopy Process to Cassetts hereunder until such action or \n\n                                       3\n\n\n\nthreatened action is resolved to Macrovision's reasonable satisfaction.\n\n   3.  MACROVISION ANTICOPY PROCESS APPLICATION FEE AND PAYMENT TERMS\n\n   3.1 Rights Owner shall pay to Macrovision an amount of Twenty cents ($.20) \nper Cassette for the application of the Macrovision Anticopy Process. Such \namount will be due and payable in legal United States currency. Rights Owner \nagrees to remit payment to Macrovision's principal place of business or its' \ndesignated U.S. banking agent within 30 days of the end of each calendar \nmonth. Any amount which is not timely paid, shall be increased by a late \ncharge imposed at the rate of 18% per annum, from the due date of such \npayment until the date of actual payment. The Rights Owner shall provide \nMacrovision with an executed copy of Relief from Japanese Income Tax on \nRoyalties as evidence that Macrovision Corporation has fulfilled its 10% tax \nobligation to the Government of Japan.\n\n   3.2 In case Macrovision shall enter into an agreement with any third party \nor adjust the rate of Macrovision Anticopy Process Application Fee in an \nexisting agreement in any way which will authorize such party to have the \nMacrovision Anticopy Process applied to the prerecorded VHS and Beta video \ncassettes under the same scope of the authorization as permitted herein at \nrates of Macrovision Anticopy Process Application Fee lower than those \nprovided for in Article 3 hereof. Macrovision will\n\n                                       4\n\n\n\n\npromptly notify Rights Owner in writing of the permittance of such \nauthorization or the adjustment of such rate of Macrovision Anticopy Process \nFee and Rights Owner shall have the option, at any time within sixty (60) \ndays after such notification, to enter into such a similar agreement with \nMacrovision, and to substitute the same in place of this Agreement.\n\n     4.  PROTECTION NOTICE\n\n     Rights Owner may place or cause to be placed in a prominent position on \neach Cassette, or on the packaging for each Cassette, to which the \nMacrovision Anticopy Process is applied a notice in form and substance agreed \nto by Macrovision stating that the Cassette is protected by an anticopying \nprocess and including a trademark or tradename applicable to such process. \nRights Owner shall place or cause to be placed the patent number(s) for the \nMacrovision Anticopy Process on each Cassette, or on the packaging for each \nCassette, to which the Macrovision Anticopy Process is applied.\n\n     5.  QUALITY CONTROL\n\n     Macrovision shall advise each third party duplicator to employ \nreasonable manufacturing and quality standards with respect to the \napplication of the Macrovision Anticopy Process to the Cassettes. Rights \nOwner shall authorize the duplicator to perform regular quality control \nchecks of Cassettes to determine the adequacy of the recorded signal and the\n\n\n                                       5\n\n\nplayability of the Cassettes. In addition, as and when reasonably requested \nby Macrovision, Rights Owner shall furnish to Macrovision random samples of \nthe Cassettes being manufactured and sold by Rights Owner at any given time.\n\n      6.  WARRANTY AND DISCLAIMER OF WARRANTIES AND LIABILITY\n\n      6.1 (A) Cassettes to which the Macrovision Anticopy Process is applied \nwill not produce any significant distortion resulting from the application of \nthe Macrovision Anticopy Process when played on substantially all \ncombinations of makes and models of video cassette recorders and television \nsets.\n\n          (B) Macrovision will, at its expense, replace any defective \ncassette in which the defect is shown to have been caused by the Macrovision \nAnticopy Process and is not the result of faulty manufacture or an effect \ncaused by improperly maintained consumer VCR\/TV equipment.\n\n          (C) A duplicated copy made from a Cassette to which the Macrovision \nAnticopy Process has been applied will cause significant distortion when the \ncopy is played on most combinations of consumer video cassette recorders and \nconsumer television sets. However, there may be certain combinations of \nconsumer video cassette recorders (on which the Cassette to which the \nMacrovision Anticopy Process has been applied is played, on which the copy \nis recorded, and on which the copy is played) and consumer television sets \nwith respect to which the copy will not cause significant distortion when \nplayed.    \n\n                                       6\n\n\nAdditionally, Rights Owner understands that technological changes in video \ncassette recorders or television sets could adversely affect the \neffectiveness of the Macrovision Anticopy Process.\n\n          (D)  Macrovision shall not be responsible for correcting \nplayability problems or any Cassettes unless Rights Owner notifies Macrovision \nin writing of such playability problems not later than ten (10) days after \nRights Owner is first informed of the possibility of a playability problem \nfor such Cassette.\n\n          (E)  Macrovision indemnifies the Rights Owner against all liability \narising from any and all patent infringement claims made against Rights Owner \nresulting from the use of the Macrovision Anticopy Process which was applied \nduring the term of this Agreement.\n\n     THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHERS, EXPRESS OR IMPLIED, \nINCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR MERCHANTABILITY AND \nFITNESS FOR A PARTICULAR PURPOSE.\n\n     6.2  Except as expressly provided in this Section 6, Macrovision shall \nnot be liable for damages arising out of or resulting from the application of \nthe Macrovision Anticopy Process to Cassettes, nor shall it be liable to \nRights Owner for consequential damages under any circumstances. Rights Owner \nagrees to assume all financial obligations for Cassettes manufactured and \nsold by it and to indemnify and hold\n\n                                       7\n\n\nMacrovision harmless from and against any and all liabilities, costs, damages \n(including reasonable attorneys' fees and litigation costs, regardless of \noutcome) arising out of or relating to the manufacture, sale and use of \nCassettes to which the Macrovision Anticopy Process is applied.\n\n     6.3  Rights Owner agrees to give Macrovision prompt notice of every \ncomplaint, claim or lawsuit concerning Cassettes to which the Macrovision \nAnticopy Process is applied, and thereafter to keep Macrovision fully \ninformed of the status thereof. Rights Owner agrees to keep a record of all \ncomplaints received with respect to Cassettes to which the Macrovision \nAnticopy Process is applied and to give Macrovision reasonable access to all \nsuch records.\n\n     7.  TERM AND TERMINATION\n\n     7.1 The Term of this Agreement commenced on NOVEMBER 29, 1988 and, \nsubject to earlier termination as provided in this Section 7, this Agreement \nshall continue in full force and effect for a period of one (1) year from \nsuch date, and automatically renewed for one year unless there is a \nthree-month prior notice in writing from either party for the termination or \nrevision to the other.\n\n     7.2 In the event of a material default by either party in the \nperformance of its duties, obligations or undertakings under this Agreement, \nthe other party shall have the right to give written notice to the defaulting \nparty advising such party of\n\n                                       8\n\n\n\n\nthe specific default involved and if within ten (10) days after such notice \n(or, if the default cannot reasonably be remedied within ten (10) days, \nwithin thirty (30) days after such notice), the defaulting party shall not \nhave remedied such default, the other party shall have the right, in addition \nto any other rights and remedies it may have, to terminate this Agreement \nimmediately upon written notice to the defaulting party.\n\n     7.3 Upon any termination of this Agreement:\n\n         (a) All rights granted to Rights Owner under this Agreement \nimmediately shall revert to, and vest in, Macrovision and absolutely no \ninterest whatsoever in any of such rights shall thereafter remain in Rights \nOwner or any of its successors; and \n\n         (b) The Macrovision Anticopy Process shall not be applied to any \nCassettes after such termination. (However, Rights Owner shall have the right \nto sell any units of the Cassettes to which the Macrovision Anticopy Process \nis applied prior to termination of this Agreement and which are unsold at the \ntime of such termination.)\n\n     7.4 No termination of this Agreement shall in any manner whatsoever \nrelease, or be construed as releasing, Rights Owner from its obligations to \nmake payments for application of the Macrovision Anticopy Process to \nCassettes prior to such termination, or either party from any liability to \nthe other arising out of or in connection with a party's breach of, or \n\n                                  9\n\n\n\nfailure to perform, any covenant, agreement, duty or obligation contained \nherein.\n\n     8.  MAINTENANCE AND INSPECTION OF BOOKS AND RECORDS\n     8.1 Rights Owner shall maintain books and records reflecting the number \nof Cassettes to which the Macrovision Anticopy Process is applied, the \namounts paid and payable under this Agreement with respect to the Cassettes, \nand such other information as Macrovision may from time-to-time reasonably \nrequest with respect to the use of the Macrovision Anticopy Process.\n\n     8.2 During normal business hours, Rights Owner shall make available to \nMacrovision for inspection, review, audit and copying any and all of its \nbooks and records which contain entries pertaining to the use of the \nMacrovision Anticopy Process, including such information as is required to be \nmaintained pursuant to Section 8.1 hereof.\n\n     8.3 If requested by Macrovision, Rights Owner shall require any third \nparty duplicator to maintain books and records reflecting the number of \nCassettes to which the Macrovision Anticopy Process is applied and such other \ninformation as Macrovision may from time-to-time reasonably request with \nrespect to the use of the Macrovision Anticopy Process. Rights Owner shall \nauthorize and direct duplicator to furnish to Macrovision monthly reports \nsetting forth the number of Cassettes manufactured with respect to each \nPicture. Rights\n\n                                  10\n\n\nOwner agrees to authorize and direct each duplicator to permit Macrovision to \ninspect, review, audit, and copy any and all of the duplicator's books and \nrecords which contain entries pertaining to the use of the Macrovision \nAnticopy Process, on reasonable prior notice during normal business hours.\n\n     8.4 Macrovision shall use all reasonable efforts to hold confidential \nall information obtained pursuant to this Section 8 and to confine knowledge \nand use of such information to the employees, consultants and agents of \nMacrovision who require knowledge and use thereof in the ordinary course and \nscope of their employment by Macrovision, except to the extent that broader \ndisclosure of such information is necessary to the exercise and\/or protection \nof any right or interest of Macrovision under this Agreement.\n\n     9.  SUBSIDIARY\n\n         Any Subsidiary shall be deemed to be a party hereof on condition \nthat Rights Owner is held responsible for the performance by respective \nSubsidiary of each and every provision of this Agreement, mutatis mutandis.'\n\n    10.  MISCELLANEOUS PROVISIONS\n\n    10.1 GOVERNING LAW  This Agreement shall be governed by and interpreted \nin accordance with the laws of the United States and particularly the State \nof California, without regard to\n\n                                  11\n\n\n\nCalifornia's or any other jurisdiction's choice of law principles.\n\n    10.2 ARBITRATION  Any controversy or claim arising out of or relating to \nthis Agreement or the breach thereof should be settled by mutual agreement of \nthe parties. If such mutual agreement should not be reached within a \nreasonable period of time, all disputes arising from or in connection with \nthis Agreement shall be finally settled under the Commercial Arbitration \nRules of the American Arbitration Association by three arbitrators appointed \nin accordance with the said rules. The place of arbitration shall be New \nYork, New York, U.S.A.\n\n    10.3 RIGHTS CUMULATIVE  Each and all of the various rights, powers and \nremedies of the parties shall 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 \nshall neither constitute the exclusive election thereof nor the waiver of any \nother right, power or remedy available to such party.\n\n    10.4 NOTICES  All notices, consents or demands of any kind which either \nparty to this Agreement may be required or may desire to serve on the other \nparty in connection with this Agreement shall be in writing and may be \ndelivered by personal service or by registered or certified mail, return \nreceipt requested, deposited in the United States mail with postage thereon \nfully prepaid, addressed to the party as follows:\n\n                                  12\n\n\n\nIf to Macrovision:\n\n     Macrovision Corporation\n     10201 Torre Ave., Suite 330\n     Cupertino, California 95014\n     Attention:  Chief Operating Officer\n\n     cc:  David W. Herbst, Esq.\n          Holtzmann, Wise &amp; Shepard\n          600 Hansen Way, Suite 200\n          Palo Alto, California\n\nIf to Rights Owner:\n\n     Victor Company of Japan, Ltd.\n     Patent Department\n     8-14, Nihonbashi-Honcho 4-Chome\n     Chuo-Ku, Tokyo 103, Japan\n     Attention:  Mr. Hideo Suzuki, General Manager\n\n     Service of any such notice or demand so made by mail shall be deemed \ncomplete on the date of actual delivery as shown by the addressee's registry \nor certification receipt or at the expiration of the third (3rd) business day \nafter the date of mailing, whichever is earlier in time. Either party hereto \nmay from time-to-time, by notice in writing served upon the other as \naforesaid, designate a different mailing address or a different person to \nwhich such notices or demands are thereafter to be addressed or delivered.\n\n    10.5 SEVERABILITY\n\n         If any of the provisions of this Agreement are held to be void or \nunenforceable, the parties agree that such determination shall not result in \nthe nullity or unenforceability of the remaining portions of this Agreement. \nThe parties further agree to replace such void or unenforceable provisions of \nthis Agreement with valid and enforceable provisions which will achieve, to \nthe extent possible, the economic, business and other purposes of the void or \nunenforceable provisions.\n\n    10.6 COUNTERPARTS\n\n         This Agreement may be executed in separate counterparts, each of \nwhich shall be deemed as an original, and \n\n                                  13\n\n\n\nwhen executed, separately or together, shall constitute a single original \ninstrument, effective in the same manner as if the parties had executed one \nand the same instrument.\n\n    10.7  WAIVER\n\n          No waiver of any term, provision or condition of this Agreement, \nwhether by conduct or otherwise, in any one or more instances, shall be \ndeemed to be, or be construed as, a further or continuing waiver of any such \nterm, provision or condition or as a waiver of any other term, provision or \ncondition of this Agreement.\n\n    10.8  ENTIRE AGREEMENT\n\n          This agreement, and any terms and conditions agreed to pursuant to \nthis agreement, is intended by parties to be the final expression of their \nagreement and constitutes and embodies the entire agreement and understanding \nbetween the parties hereto and constitutes a complete and exclusive statement \nof the terms and conditions thereof, and shall supersede any and all prior \ncorrespondence, conversations, negotiations, agreements or understanding \nrelating to the same subject matter.\n\n    10.9  AMENDMENTS\n\n          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 \nthis Agreement.\n\n    10.10 ASSIGNMENT\n\n          Rights Owner shall not assign its rights or obligations under this \nAgreement to any other person without the prior written approval of \nMacrovision, and any such attempt at assignment without such prior written \napproval shall be void.\n\n    10.11 BINDING ON SUCCESSORS AND ASSIGNS\n\n          Subject to the restrictions of Section 9.9, this Agreement and all \nof its terms, conditions and covenants are intended to be fully effective and \nbinding, to the extent \n\n                                  14\n\n\n\npermitted by law, on the successors and permitted assigns of the parties \nhereto. \n\n    10.12 CAPTIONS\n\n          Captions are provided herein for convenience only and they form no \npart of this Agreement and are not to serve as a basis for interpretation of \nconstruction of this Agreement, nor as evidence of the intention of the \nparties hereto.\n\n    10.13 DISCLAIMER OF AGENCY\n\n          Nothing contained in this Agreement is intended or shall be \nconstrued so as to constitute Macrovision and Rights Owner as partners or \njoint ventures or as agents of each other. Neither party shall have any \nexpress or implied right or authority to assume or create any obligations on \nbehalf or or in the name of the other party or to bind the other party in any \ncontract, agreement or undertaking with any third party.\n\n     IN WITNESS WHEREOF, this Agreement has been executed and delivered by \nthe parties hereto as of the day and year first above written. \n\n\nMACROVISION CORPORATION\n\n\nBy          \/s\/ Eugene Eidenberg               Date         12\/8\/88\n  -----------------------------------------         ----------------------\n      Eugene Eidenberg, President\n\nVICTOR COMPANY OF JAPAN, LIMITED\n\nBy          \/s\/ Kunio Kakigi                   Date      DEC. 27, 1988\n  -----------------------------------------         ----------------------\n   Kunio Kakigi\n   President\n\n\n                                  15\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-42900","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\/42900","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=42900"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42900"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42900"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42900"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}