Dish Network 2009 Annual Report Download - page 39

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x Additional intercompany transactions. EchoStar or its affiliates have and will continue to enter into
transactions with us or our subsidiaries or other affiliates. Although the terms of any such transactions will
be established based upon negotiations between EchoStar and us and, when appropriate, subject to the
approval of the disinterested directors on our board or a committee of disinterested directors, there can be
no assurance that the terms of any such transactions will be as favorable to us or our subsidiaries or
affiliates as may otherwise be obtained in arm’s length negotiations.
x Business Opportunities. We have retained interests in various U.S. and international companies that have
subsidiaries or controlled affiliates that own or operate domestic or foreign services that may compete with
services offered by EchoStar. We may also compete with EchoStar when we participate in auctions for
spectrum or orbital slots for our satellites. In addition, EchoStar may in the future use its satellites, uplink
and transmission assets to compete directly against us in the subscription television business.
We may not be able to resolve any potential conflicts, and, even if we do so, the resolution may be less favorable to
us than if we were dealing with an unaffiliated party.
We also do not have any agreements with EchoStar that would prevent either company from competing with the
other.
We rely on key personnel and the loss of their services may negatively affect our businesses.
We believe that our future success will depend to a significant extent upon the performance of Charles W. Ergen,
our Chairman, President and Chief Executive Officer and certain other executives. The loss of Mr. Ergen or of
certain other key executives could have a material adverse effect on our business, financial condition and results of
operations. Although all of our executives have executed agreements limiting their ability to work for or consult
with competitors if they leave us, we do not have employment agreements with any of them. Pursuant to a
management services agreement with EchoStar entered into at the time of the Spin-off, we have agreed to make
certain of our key officers available to provide services to EchoStar. In addition, Roger J. Lynch also serves as
Executive Vice President, Advanced Technologies of EchoStar. To the extent Mr. Lynch and such other officers are
performing services for EchoStar, this may divert their time and attention away from our business and may therefore
adversely affect our business.
We are party to various lawsuits which, if adversely decided, could have a significant adverse impact on our
business, particularly lawsuits regarding intellectual property.
We are subject to various legal proceedings and claims which arise in the ordinary course of business, including
among other things, disputes with programmers regarding fees. Many entities, including some of our competitors,
have or may in the future obtain patents and other intellectual property rights that cover or affect products or
services related to those that we offer. In general, if a court determines that one or more of our products infringes on
intellectual property held by others, we may be required to cease developing or marketing those products, to obtain
licenses from the holders of the intellectual property at a material cost, or to redesign those products in such a way
as to avoid infringing the patent claims. If those intellectual property rights are held by a competitor, we may be
unable to obtain the intellectual property at any price, which could adversely affect our competitive position. Please
see further discussion under Item 1. Business — Patents and Trademarks of this Annual Report on Form 10-K.
We may not be aware of all intellectual property rights that our services or the products used in connection with our
services may potentially infringe. In addition, patent applications in the United States are confidential until the
Patent and Trademark Office issues a patent. Therefore, it is difficult to evaluate the extent to which our services or
the products used in connection with our services may infringe claims contained in pending patent applications.
Further, it is often not possible to determine definitively whether a claim of infringement is valid.