TiVo 2004 Annual Report Download - page 112

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. For purposes of this Agreement, the Authoring Tools
shall be deemed the Confidential Information of TiVo, regardless of whether they are marked as such.
9.2 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.
9.3 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 Section 9 (Confidentiality).
10. INDEMNIFICATION.
10.1 TiVo Indemnification Obligation.
(a) Indemnity. TiVo, at its own expense, shall (i) defend, or at its option, settle, any claims, suits, and actions brought by a third party
(collectively "Claims") against DIRECTV and its affiliated companies and their respective employees, officers, agents, attorneys, stockholders and
directors, and their respective successors and assigns (the "DIRECTV Indemnified Party(ies)") based on (1) allegations that the Content and/or
Authoring Tools (in the form initially provided to DIRECTV) infringes any patent, copyright, moral rights or trademark, or misappropriates any trade
secret issued or in effect in United States or violates any right of publicity or privacy, literary, music performance or dramatic right or otherwise
constitutes libel, slander, plagiarism, or a violation of personal or property rights or (2) allegations that any use by TiVo or use expressly authorized by
TiVo of the User Data violates