This excerpt taken from the TIVO 10-Q filed Dec 10, 2008.


10.1 Confidential Information. Each party (the “Disclosing Party”) may, from time to time during the term of this Agreement, disclose or make available to the other party (the “Receiving Party”) certain proprietary or non-public information including, without limitation, trade secrets, know-how, formulas, flow charts, diagnostic routines, business information, forecasts, financial plans and data, customer information, marketing plans, and unannounced product information (collectively, “Confidential Information”). If provided in tangible form, such information shall be marked as “confidential” or “proprietary” or with a similar legend and, if disclosed orally or visually, shall be identified as confidential at the time of disclosure. Confidential Information shall exclude information the Receiving Party can demonstrate by reasonably detailed written documentation: (a) was independently developed by the Receiving Party’s employees, consultants or contractors without access to or use of the Disclosing Party’s Confidential Information; (b) became known to the Receiving Party, without restriction, from a source (having a right to disclose such information) other than the Disclosing Party without breach of this Agreement; (c) was in the public domain at the time it was disclosed or enters the public domain through no act or omission of the Receiving Party; or (d) was rightfully known by the Receiving Party, without restriction, at the time of disclosure.

10.2 Protection of Confidential Information. The Receiving Party shall not use the Confidential Information of the Disclosing Party except for the purpose of carrying out its rights or obligations under this Agreement and shall not disclose the Confidential Information of the Disclosing Party, except as expressly authorized in this Agreement or in writing by the Disclosing Party. Notwithstanding the foregoing, the Receiving Party may disclose any Confidential Information that must be disclosed pursuant to applicable federal, state, or local law, regulation, court order, or other legal process or pursuant to the rules and regulations of any stock exchange or stock association in which securities of the Receiving Party may be traded from time to time; provided, that the Receiving Party gives the Disclosing Party prompt written notice thereof and the Receiving Party obtains prior to any such disclosure a protective order or other appropriate remedy. The Receiving Party will use the same degree of care to prevent such misuse or disclosure that the Receiving Party uses with respect to its own proprietary information, but in no event with less than with reasonable care. Disclosure of Confidential Information does not constitute a license with respect to such Confidential Information.

10.3 Disclosure Restrictions. The Receiving Party may disclose Confidential Information only to its employees, consultants and contractors when such disclosure is necessary for the Receiving Party to exercise its rights in compliance with, and only for purposes contemplated by, this Agreement, provided such employees, consultants and contractors are advised of the confidential nature thereof and bound by nondisclosure obligations and restrictions no less restrictive than those set forth in this Article X (Confidentiality).

This excerpt taken from the TIVO 10-Q filed Sep 11, 2006.


The terms and conditions of this Agreement and the Confidential Information disclosed in connection with the performance hereof shall be considered proprietary and kept strictly confidential by each Party and used solely for the purposes authorized under this Agreement, except for (a) disclosure as may be required by law, regulation, national stock exchange or national listing system; (b) disclosure in response to a valid subpoena, order, or formal request for information of a court or government agency of competent jurisdiction; provided, however, that any Party required to make such disclosure shall give the other Party prompt notice of any such requirement and the disclosure proposed to be made in response thereto to permit the other Party to contest such disclosure; (c) disclosure to a Party’s Affiliates, employees, consultants, contractors, auditors, legal or financial advisors or other representatives so long as such parties are expressly bound to keep such information confidential and to use such Confidential Information solely for the purposes authorized under this Agreement; (d) disclosure by Cox to Cox Vendors in connection with arrangements relating to products or services supplied to Cox by such vendors, so long as such parties agree in writing to be bound by confidentiality provisions substantially similar to this SECTION 14. If TiVo determines that it is legally required to file this Agreement with the Securities and Exchange Commission, TiVo shall (i) file only that portion of this Agreement that it is legally required to so file and (ii) use commercially reasonable efforts to file and gain approval of a confidential treatment application seeking redaction of commercial terms and conditions herein. In furtherance of the provisions of this SECTION 14, each Party shall use the same degree of care to prevent any unauthorized use or disclosure of the other Party’s Confidential Information that such Party uses with respect to its own Confidential Information, but in no event with less than reasonable care.


Dec 10, 2008
Sep 11, 2006
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