TiVo 2004 Annual Report Download - page 189

state and federal courts situated in New York, New York, for any dispute arising from this Agreement.
SECTION 33. DISPUTE ESCALATION. The Parties will first attempt to resolve any dispute under this Agreement by appointing designated
representatives to resolve the dispute who will be tasked with discussing the issues and negotiating in good faith in an effort to reach a resolution. If such
designated representatives are not able to agree on a resolution [*] after the initial notice of dispute, the dispute shall be escalated to the senior executive
management of the Parties for resolution. If the respective senior executive management teams of the Parties are not able to agree on a resolution [*] after
such escalation, either Party may elect for the dispute to be resolved pursuant to the arbitration provisions of Section 34.
SECTION 34. ARBITRATION.
34.1 With the exception of any dispute arising with respect to the enforcement of either Party's Intellectual Property Rights or to enjoin the breach
thereof, either Party may elect arbitration with respect to any other disputes or controversies under this Agreement by delivery of a demand for arbitration to
the other Party (a "Demand"). Such arbitration shall be conducted pursuant to an arbitration procedure under which the Parties shall jointly select, [*], an
independent arbitrator with the relevant industry and technical background but with no prior, existing or potential business relationship with either Party or an
Affiliate of either Party. If, for whatever reason, the Parties cannot mutually agree on an independent arbitrator [*], Judicial Arbitration Mediation Services
shall appoint an arbitrator it deems to have reasonably relevant industry and technical background. The location of such arbitration shall be in New York, New
York or as otherwise mutually agreed upon by the Parties. Upon the request of either Party, the arbitrator selected will hear each Party's presentation [*]. The
arbitrator will rule [*] following the conclusion of such presentation by the Parties, and such ruling shall be non-appealable.
34.2 Such arbitration shall be conducted by the American Arbitration Association ("AAA") and shall be initiated and conducted in accordance with the
Commercial Arbitration Rules of the AAA, as such rules shall be in effect on the date of delivery of a Demand for arbitration, except to the extent that such
rules are inconsistent with the provisions set forth in this Agreement.
34.3 Any award by the arbitrator shall be accompanied by a written opinion setting forth the findings of fact and conclusions of law relied upon in
reaching the decision. The award rendered by the arbitrator shall be final, binding and non-appealable, and judgment upon such award may be entered by any
court of competent jurisdiction. The Parties agree that the existence, conduct and content of any arbitration shall be kept confidential and no Party shall
disclose to any Person any information about such arbitration, except as may be required by law or by any governmental authority or for financial reporting
purposes in each Party's financial statements and except in court proceedings to enforce this arbitration provision or any award hereunder or to obtain interim
relief.
[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions.
45.