TiVo 2006 Annual Report Download - page 139

5. Successors; Binding Agreement.
(i) The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Corporation to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the
Corporation would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, "Corporation" as used herein shall
mean the Corporation as defined in this Agreement and any successor to its business and/or assets as aforesaid.
(ii) This Agreement shall inure to the benefit of and be enforceable by you and your personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder had you continued to live,
all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or,
if there is no such designee, to your estate.
6. Notice. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed
to have been duly given when delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the first page of this Agreement, provided that all notices to the Corporation shall be directed to the attention of its Secretary,
or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be
effective only upon receipt.
7. Confidentiality and Non-Solicitation Covenants.
(i) Confidentiality. You hereby agree that during the term of this Agreement and thereafter, you shall not, directly or indirectly, disclose or make
available to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, any Confidential Information (as defined below).
You further agree that, upon termination of your employment with the Corporation, all Confidential Information in your possession that is in written or other
tangible form (together with all copies or duplicates thereof, including computer files) shall be returned to the Corporation and shall not be retained by you or
furnished to any third party, in any form except as provided herein; provided, however, that you shall not be obligated to treat as confidential, or return to the
Corporation copies of any Confidential Information that (a) was publicly known at the time of disclosure to you, (b) becomes publicly known or available
thereafter other than by any means in violation of this Agreement or any other duty owed to the Corporation by any person or entity, or (c) is lawfully
disclosed to you by a third party. As used in this Agreement, the term "Confidential Information" means: information disclosed to you or known by you as a
consequence of or through your relationship with the Corporation about the customers, employees, business methods, public relations methods, organization,
procedures or finances, including, without limitation, information of or relating to customer lists, product lists, product road maps, technology specifications
or other information related to the products and services of the Corporation and its affiliates. Nothing herein shall limit in any way any obligation you may
have relating to Confidential Information under any other agreement with or promise to the Corporation.
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