TiVo 2004 Annual Report Download - page 191

"anonymous" manner that does not in any way identify Comcast, any Comcast Affiliate, any Comcast System, and Comcast Vendor or any Comcast
Subscriber; and (e) disclosure by Comcast to Comcast Vendors in connection with arrangements relating to products or services supplied to Comcast by such
vendors, so long as such parties agree in writing to be bound by confidentiality provisions substantially similar to this Section 37. If TiVo determines that it is
legally required to file this Agreement with the Securities and Exchange Commission, TiVo shall (i) file only that portion of this Agreement that it is legally
required to so file and (ii) consult with Comcast and use commercially reasonable efforts to file and gain approval of a confidential treatment application
seeking redaction of commercial terms and conditions herein. In furtherance of the provisions of this Section 37, each Party shall use the same degree of care
to prevent any unauthorized use or disclosure of the other Party's Confidential Information that such Party uses with respect to its own Confidential
Information, but in no event with less than reasonable care.
SECTION 38. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all such
counterparts together shall constitute but one and the same instrument. This Agreement shall be binding upon the delivery by each Party of an executed
signature page to the other Party by facsimile transmission, provided that, if signature pages are so delivered by facsimile transmission, each Party shall also
immediately deliver an executed original counterpart of this Agreement to the other Party by overnight delivery service (with next day delivery specified).
SECTION 39. TAXES; HOLD HARMLESS. Each of the Parties shall be liable for, and shall pay and forever hold the other Party hereto harmless from,
any and all sales, use, excise, income, franchise, corporate and similar taxes (including, without limitation, any fees payable to local or state franchising
authorities) and other charges which are or may be imposed upon or assessed against such Party and/or which are based upon or measured by revenues of
such Party.
SECTION 40. ENTIRE AGREEMENT; PRIOR AGREEMENTS. This Agreement sets forth the entire Agreement and understanding of the Parties
relating to the subject matter hereof, and supersedes all prior Agreements, arrangements or understandings relating to the subject matter hereof. All prior
agreements among the Parties shall be deemed terminated by mutual consent as of the date hereof.
SECTION 41. THIRD PARTY BENEFICIARIES. No provision of this Agreement confers upon any person other than the Parties hereto any rights or
remedies hereunder, except as otherwise expressly provided in this Agreement.
SECTION 42. NO INFERENCE OF ADMISSION. This Agreement shall not be deemed an admission by Comcast regarding the validity or infringement
of any TiVo Intellectual Property Rights, and shall not be admissible against Comcast as evidence to establish the same.
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47.