TiVo 2011 Annual Report Download - page 138

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9.2. Venue. The Parties shall bring any disputes arising out of or related to this Agreement exclusively in the United States
District Court for the Eastern District of Texas, and submit to the personal jurisdiction of such court. The Parties agree that the United
Nations Convention on Contracts for the International Sale of Goods will not apply in any respect to this Agreement or sales of
Goods.
9.3. Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture,
partnership, agency, employment or fiduciary relationship between the Parties. Neither TiVo nor any of its agents has any authority of
any kind to bind AT&T in any respect whatsoever, neither AT&T nor any of its agents has any authority of any kind to bind TiVo in
any respect whatsoever, and the relationship of the Parties is, and at all times shall continue to be, that of independent contractors. No
Person except a signatory to this Agreement may bring or assert any claim for breach or damages or other remedy under this
Agreement and no other Person will have any rights of enforcement or as a third party beneficiary under this Agreement.
9.4. Assignment. This Agreement may not be assigned by any Party without the prior written consent of the other Parties,
including by operation of law. Notwithstanding the foregoing, such other Parties’ consent shall not be required for any assignment to a
Person that succeeds to all or substantially all of such Party’s business and assets to which this Agreement pertains, subject to Section
8 with respect to a Change of Control. If AT&T makes any such assignment other than as part of a Change of Control of AT&T, then
such assignment shall be subject to the following additional requirements: (i) the transaction must include the transfer of all of the
AT&T Services to the assignee; (ii) the AT&T Service as defined under this Agreement will be limited to the AT&T Services
transferred by AT&T to the assignee as existing as of the closing of such transaction to the extent maintained and operated as a
separate and distinct service by the assignee (“ Transferred AT&T Services”) and will not extend to any other services of the assignee
(including any other MVPD Service into which the AT&T Services are merged or combined); (iii) the license to the assignee under
this Agreement will be limited to AT&T Licensed Products for the Transferred AT&T Services and will not extend to any other
products or services of the assignee; (iv) AT&T and its Subsidiaries will not retain any licenses under this Agreement; (v) the assignee
must agree in writing, on behalf of itself and its Subsidiaries, to assume and be bound by AT&T’s obligations under this Agreement,
including payment obligations; however (x) any DVR Subscribers transferred or transitioned to the Transferred AT&T Services from
any other MVPD Service of the assignee or its Subsidiaries after the closing of the assignment will be considered Additional
Subscribers for purposes of this Agreement, and (y) the assignee will not have the right to make any further assignment of this
Agreement; (vi) AT&T shall remain responsible for the performance of its obligations under this Agreement, including payment
obligations (except to the extent such payments are actually made by the assignee); and (vii) the licenses granted by AT&T and its
Subsidiaries to TiVo and its Subsidiaries under this Agreement will remain in effect notwithstanding such assignment. If and
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