TiVo 2004 Annual Report Download - page 139

10. Confidential Information; Return of Company Property.
(a) The Executive will not, without the prior written consent of the Board of Directors of the Company divulge to unauthorized persons, or use
for any unauthorized purpose, any "Confidential Information," as such term is defined in the Proprietary Information and Inventions Agreement,
executed by the Executive as of May 12, 2003.
(b) The Executive agrees that all notes, memoranda, reports, drawings, blueprints, manuals, materials, data and other papers and records of every
kind which he created, or which came into his possession, at any time during his employment by the Company, relating in any way to Confidential
Information of or the business of the Company, are the sole and exclusive property of the Company. The Executive shall deliver to the Company within
five (5) business days of the Resignation Date all originals and copies of correspondence, drawings, manuals, letters, notes, notebooks, reports,
programs, plans, proposals, financial documents, or any other documents concerning the Company's customers, business plans, marketing strategies,
products, processes or business of any kind and/or which contain proprietary information or trade secrets which are in the possession or control of the
Executive or his agents or representatives.
(c) The Executive shall return to the Company within five (5) business days of the Resignation Date all equipment of the Company in his
possession or control, except that the Executive may retain the TiVo unit issued to him by the Company.
11. Agreement Not to Solicit Company Employees. The Executive agrees that, for a period of one (1) year after the Resignation Date, he will not
solicit or encourage, or cause others to solicit or encourage, any employees of the Company to terminate their employment with the Company.
12. Taxes. To the extent any taxes may be payable by the Executive for the benefits provided to him by this Agreement or by the terms of the
Employment Agreement beyond those withheld by the Company, the Executive agrees to pay them himself and to indemnify and hold the Company and the
other entities released herein harmless for any tax claims, liabilities, fines or penalties, and associated reasonable attorneys' fees and costs, resulting from any
failure by him to make payments required of the Executive.
13. In the Event of a Claimed Breach. All controversies, claims and disputes arising out of or relating to this Agreement, including without limitation
any alleged violation of its terms, shall be resolved by final and binding arbitration before a single neutral arbitrator in Santa Clara County, California, in
accordance with the Employment Dispute Resolution Rules of the American Arbitration Association ("AAA"). The arbitration shall be commenced by filing a
demand for arbitration with the AAA within 14 (fourteen) days after the filing party has given notice of such breach to the other party. The Company shall
pay all administrative costs of the arbitration and arbitrator fees. Unless otherwise prohibited by law, the arbitrator shall award the prevailing party costs,
reasonable attorneys' fees and expert fees, if any. Notwithstanding the foregoing, it is acknowledged that it will be impossible to measure in money the
damages that would be suffered if the parties fail to comply with any of the obligations imposed on them under Paragraph 10 hereof, and that in the event of
any such failure, an aggrieved person will be
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