TiVo 2004 Annual Report Download - page 117

13.5 Governing Law. This Agreement and all matters or issues related hereto or arising hereunder shall be governed by the laws of the State of
California, without regard to principles of conflicts of law, as such laws would apply to contracts entered into by California residents and performed entirely
in California. The parties agree that all disputes and litigation regarding this Agreement and matters connected with its performance shall be brought in a
federal court in the Northern District or Central District of California or in state court in Los Angeles County or Santa Clara County, California, and each
party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
13.6 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or
interpreting this Agreement.
13.7 Notices. All notices permitted or required under this Agreement shall be in writing and shall be delivered to the address(es) for notice set forth
below or such other address as either party may specify in writing. Notices shall be effective (i) on the date received, if delivered by hand; (ii) on the date sent
if sent by facsimile with confirmation, (ii) on the next business day following delivery thereof to an air courier for overnight delivery, and (iii) on the fifth
business day after deposit into either the United States mail service (as applicable), postage prepaid, return receipt requested.
To: TiVo Inc. To: DIRECTV, Inc.
Chief Executive Officer Eric Shanks, Senior Vice President
Advanced Services
2160 Gold Street 2230 East Imperial Highway
Alviso, CA 95002 El Segundo, California 90245
Fax: [phone] Fax: [phone]
With a copy to: With a copy to:
TiVo Inc. DIRECTV, Inc.
General Counsel: Matthew Zinn General Counsel
2160 Gold Street 2230 East Imperial Highway
Alviso, CA 95002 El Segundo, California 90245
Fax: [phone] Fax: [phone]
13.8 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except
for payments of money) on account of strikes (other than strikes of a party's own employees), shortages, riots, insurrection, fires, flood, storm, explosions, acts
of God, war, governmental action, labor conditions (other than with respect to a party's own employees), earthquakes, material shortages or any other causes
that are beyond the reasonable control of such party; provided, however, that the parties will use commercially reasonable efforts, including the
implementation of business continuity measures, to mitigate the effects of such force majeure.
13.9 Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to this Agreement by TiVo to DIRECTV are, and shall
otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights to "intellectual property" as defined under
Section 101(56) of the United States Bankruptcy Code.