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`Marketing Trial Agreement for Voice Activated Television Control Service
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`is made this 11th day of May, 2005 (the
`(the "Agreement") This Marketing Trial Agreement
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`"Effective Date") by and between AgileTV Corporation, a Delaware corporation with offices at
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`333 Ravenswood Avenue, Building 202, Menlo Park, CA 94025 ("AgileTV") and Comcast Cable
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`Communications Management, LLC ("Comcast") a Delaware corporation with offices at 1500
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`Market Street, Philadelphia, PA 19102.
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`WHEREAS, AgileTV is in the business of developing and licensing voice recognition technology
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`to enable voice-activated remote control over the television and to give digital cable television
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`an easy and intuitive television interface through which they can access a variety of
`subscribers
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`programming and information services;
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`WHEREAS, Comcast is in the business of evaluating new technology and making strategic
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`recommendations regarding new broadband products, services and technologies to its Affiliates;
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`WHEREAS, Comcast wishes to conduct a field trial of limited scope and duration in which it
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`evaluates AgileTV's voice-activated remote control and programming interface products and
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`services (the "AgileTV System") and measures consumer demand for voice-activated products
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`and services in general (the "Trial"); and
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`WHEREAS, Agile TV wishes the opportunity to participate in the Trial in order to facilitate
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`Comcast's evaluation of the Agile TV System and identification of the technical, operational and
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`integration issues associated with the use of the Agile TV System in a cable television
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`NOW THEREFORE, in consideration for the mutual covenants and obligations contained herein
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`and other good and valuable consideration, the receipt and sufficiency of which are hereby
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`acknowledged, Comcast and Agile TV (each individually a "Party", or collectively the "Parties")
`hereby agree as follows:
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`Section 1. Definitions
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`1.1 Affiliate
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`under common control with a Party.
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`means any corporation or other entity that controls, is controlled by or is
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`1.2 AgileTV System means the software, equipment (including Head-end
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`and Customer Premises Equipment) and documentation that enables the
`Equipment
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`provision of AgileTV's voice-activated remote control and program navigation products
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`and services known as "Promptu".
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`1.3 Agreement means this Marketing Trial Agreement for Voice Activated Television
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`Control Service, including the Statement of Work attached as Attachment A
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`1
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`Agile TV I Comcast Confidential
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`Page 1 of 28
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1021, page 1
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`1.4 Confidential Information means information that is confidential in nature as
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`defined in the Confidentiality Agreement between AgileTV and Comcast Corporation,
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`dated August 27, 2003.
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`1.5 Customers means subscribers to a Trial Cable System. Customers may include
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`employees of Comcast or its Affiliates.
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`1.6 Customer Premises Equipment means the components of the Agile TV system
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`control and the the VoiceRemote homes, including that are installed in the Customers'
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`Voicelink receiver. Customer Premises Equipment does not include the set-top box or
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`any other equipment located at the Customers' premises that is not provided by Agile TV
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`or specific to the Agile TV system and service. The Customer Premises Equipment is
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`Description. A, the Product A to Attachment more completely described in Exhibit
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`1.7 Head-end means the physical head-end facility of a Comcast cable system, or a
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`separate but functionally equivalent Comcast facility having suitable connectivity to the
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`actual cable system head-end.
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`1.8 Head-end Equipment means the components of the Agile TV System that are
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`installed in the Head-end, including the speech recognition server cluster, the related
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`local area network and network attached storage, and any other components specific to
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`the AgileTV System. Head-end Equipment does not include the upstream and
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`downstream cable networking equipment or other equipment in the cable plant that is
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`Service. The System and Promptu to the AgileTV not provided by AgileTV or specific
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`Headend Equipment is more completely described in Exhibit A to Attachment A, the
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`Product Description.
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`1.9 Statement of Work means a detailed description of the Agile TV System, the
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`services to be provided by AgileTV, the reporting requirements assumed by AgileTV and
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`any other deliverables of the Parties that is annexed hereto as Attachment A. If the
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`Parties agree to additional work not covered by Attachment A, a new Statement of Work
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`will be drafted and executed by the Parties and annexed hereto as Attachment A-1, A-2,
`etc.
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`1.1 O Joint Research Agreement means the anticipated three-way agreement
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`between Agile TV, Comcast and Time Warner Cable Inc. ("Time Warner") governing the
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`of the Market Research, the Usage Research and the Technical Research and
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`setting forth the respective rights and obligations of the Parties thereto.
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`1.11 Market Research means the research that will be conducted with both the
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`technical trial participants and the Trial Customers. This research is further defined in
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`the Joint Research Agreement but may include research tactics such as telephone
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`surveys and in-home usability studies.
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`1.12 Technical Research means the measurements and analysis conducted by
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`Comcast and AgileTV of the impact that the Agile TV System and the Trial Customers'
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`use of the Agile TV System has (a) on the existing video and other services provided by
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`the Trial Cable System, (b) on the Comcast network, and (c) on the hardware and
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`Agile TV I Comcast Confidential
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`Comcast - Exhibit 1021, page 2
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`software attached to the Agile TV System at the Comcast lab, the Trial Cable System
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`head end or the Trial Customers' homes.
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`1.13 Technical Trial Agreement means that certain Trial Agreement for Voice
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`Activated Television Control Service between the Parties, dated August 13, 2004.
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`1.14 Trial means the marketing trial conducted by Comcast and AgileTV and
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`and on Attachment A
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`2 described below in Section observed by Time Warner, which will take place as further
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`1.15 Trial Cable System means a Comcast-affiliated cable system that is
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`participating in the Trial, and includes the cable head-end, Customer premises and all
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`other components of the cable plant. The specific system initially included is the
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`Comcast-affiliated cable system in Willow Grove PA, operated from Comcast's
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`Torresdale Ave. head-end in Northeast Philadelphia, PA
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`1.16 Trial Customers means Customers who have the AgileTV System installed in
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`their homes and use the Agile TV System during the Trial.
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`1.17 Trial Period means the period
`of time from the commencement of the Trial to the
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`sooner of the end of the Trial or the time Comcast notifies Agile TV that it wishes to
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`conclude the Trial. The Parties further agree that the Trial Period shall not continue
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`beyond November 15, 2005 unless specifically extended in writing by the Parties.
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`1.18 Usage Research means the measurement and analysis conducted by Comcast
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`and Agile TV of the usage activity of the Agile TV System by Trial Customers, also known
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`shared by customers as Usage Data. Usage Research also means usage feedback
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`basis on an anonymous during the Market Research. The Usage Data will be compiled
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`and, to the extent it is shared with any third Party, it will be shared only in the form of
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`reports of aggregate usage that do not correlate the activities of any individual Trial
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`Customer or Customer to any personally identifiable information about that Trial
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`Customer or Customer. Usage Data includes data gathered and reports generated from
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`Trial Customer usage of the Agile TV System and Promptu, Customer service calls and
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`other Trial Customer contact with the Comcast customer service organizations regarding
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`service issues, provided that such data and reports will not contain any individually
`identifiable Trial Customer information.
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`Section 2. The Trial
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`2.1 Trial Description.
`The Trial involves the deployment of the Agile TV System on
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`a trial basis to approximately 275 Trial Customers in the Trial Cable System, as further
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`described in the Statement of Work. The projected date for the Trial is May 11, 2005.
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`2.2 Location. The Trial will take place primarily at the Trial Cable System. The Trial
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`also will involve components located at Agile TV's facility at 333 Ravenswood Ave.,
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`Building 202, Menlo Park, CA and will require network interconnects including virtual
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`private network ("VPN") links between the sites.
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`3
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`Comcast - Exhibit 1021, page 3
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`2.3 Purpose. The Trial is intended to (a) measure the consumer response to a
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`voice-activated remote control platform in general, (b) measure consumer demand for a
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`of the Agile TV platform, (c) measure the performance voice activated remote control
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`System in a live environment; and (d) gather information about how Customers use the
`Agile TV service.
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`2.4 Branding. The Agile TV service will be branded and positioned to Customers
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`under the "Promptu" brand available from Comcast. Comcast will have the sole authority
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`to make final decisions regarding branding, marketing strategy and tactics and general
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`positioning of the Agile TV service to Customers, requiring only that such decisions are
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`with Agile TV's standard guidelines regarding uses of trademarks
`consistent
`and other
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`marks owned by Agile TV. Without limiting the foregoing, for the duration of the Trial,
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`Agile TV shall ensure that the "promptu.com" domain name points to a website that is in
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`full compliance with the requirements defined in Section 7.2.5 with respect to any
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`references to Comcast or the Trial.
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`This Agreement sets forth the general terms governing the
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`2.5 Structure.
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`relationship of the Parties and the conduct of the Trial. The Statement(s) of Work will set
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`forth in detail each Party's obligations, any applicable performance metrics, technical
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`information regarding the equipment and software being used and other specific
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`information regarding the installation and deployment of the Agile TV System in the Trial
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`of and a Statement Cable System. In the event of a conflict between this Agreement
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`Work duly executed by both Parties, the Statement of Work shall govern; provided,
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`however, that no Statement of Work will revoke, modify or supersede the rights and
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`obligations of the Parties set forth in Section 5.2, 5.4, 5.6, 5.7 and Sections 6 through 12
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`(inclusive of subparts).
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`2.6 Limitations. In the event the Parties agree to conduct a commercial deployment
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`sets forth enter a separate ·written agreement that of the Agile TV System, the Parties will
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`the terms and conditions applicable to such deployment. This Agreement does not
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`contemplate anything beyond the limited trial discussed herein and does not constitute a
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`promise or commitment to move beyond such trial.
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`Section 3.
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`Obligations of AgileTV
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`3.1 Delivery of the Agile TV System. As defined in Exhibit A (Product Description)
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`to Attachment A, (Statement
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`of Work), Agile TV will deliver to Comcast at the Trial Cable
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`System and/or other location as specified by Comcast all hardware, software,
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`documentation and other components of the Agile TV System necessary to provide the
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`AgileTV System to the Trial Customers. Such components will include, without limitation,
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`will be (excluding set top boxes, which all necessary Customer Premises Equipment
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`supplied to Trial Customers by Comcast) and all equipment, software and
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`documentation described in Section 2 of the Product Description. Without limiting
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`Agile TV's obligation to deliver to Comcast Customer Premises Equipment and other
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`for purposes of the Trial as and when requested by Comcast, to the extent
`components
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`that Agile TV does not have a sufficient number of Customer Premises Equipment and
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`other components to support the trial at the level defined in Section 2.1 as and when
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`requested by Comcast, Agile TV shall so notify Comcast and thereafter shall deliver such
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`requested Customer Premises Equipment and other components to Comcast as and
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`4
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`Comcast - Exhibit 1021, page 4
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`when the same become available to Agile TV, in preference to any other customers of
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`Agile TV. Agile TV will bear all costs of shipping and delivery of all such components to
`Comcast.
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`3.2 Licenses and Rights to Use. Agile TV will be responsible for obtaining all
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`software, licenses, consents, waivers and approvals with respect to the Agile TV system
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`that are necessary to install and operate the Agile TV System in the Trial Cable System
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`and to provide the Promptu Service to the Trial Customers.
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`AgileTV, at its own cost, will perform all necessary
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`3.3 Integration and Adaptation.
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`engineering to adapt the Agile TV System to the Comcast Trial Cable System head-end
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`environment as set forth in greater detail in the applicable Statement of Work.
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`and provide for head-end integration interfaces 3.3.1 AgileTV will define
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`documentation and diagrams describing the same in detail.
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`inventory to be and software 3.3.2 Agile TV will provide a list of all hardware
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`introduced to Comcast or Customers as part of the Agile TV System.
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`3.3.3 Agile TV will provide
`a document listing the system and equipment
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`requirements that Comcast must meet in order to integrate with the Agile TV system
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`(e.g., return path, network switches).
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`3.3.4 Agile TV will participate in the initial installation and configuration of the
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`AgileTV System in the Trial Cable System. To the extent Comcast deems necessary,
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`Agile TV will be granted accompanied access by Comcast to the Trial Cable System
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`head-end solely for purposes of performing Agile TV's obligations under this agreement.
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`Agile TV will abide by the confidentiality conditions set forth in Section 7.
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`3.3.5 Agile TV will draft a document that incorporates Comcast's requirements
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`with respect to allowing AgileTV to have remote access to the Comcast head-end. Such
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`document will detail the security protections that Agile TV will apply to its method of
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`remote access and will provide a list of those Agile TV employees who will have access
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`to the Comcast system. Comcast will have the right to approve, reject or require
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`modifications to the requirements document.
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`3.4 System Management. Agile TV will draft a detailed document setting forth the
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`methods by which system load and traffic requirements will be measured. To the extent
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`requested by Comcast, Agile TV will assist in measuring the impact the Agile TV System
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`has on the Comcast system's load and traffic data in conjunction with other vendors as
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`required and further outlined in section 3.3 of the Product Description. Agile TV will
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`weekly detailed server-side reports on the performance of the Agile TV System,
`provide
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`as set forth in the applicable Statement of Work.
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`3.5 Software and Documentation. AgileTV hereby grants Comcast a limited,
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`royalty free, worldwide, non-exclusive right and license to utilize the Agile TV System,
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`including any and all software and documentation provided therewith, for the purposes of
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`conducting the Trial including, without limitation, enabling the AgileTV services to be
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`provided to Trial Customers.
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`5
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1021, page 5
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`3.6 Support.
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`Agile TV will provide support for Comcast as follows:
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`3.6.1 AgileTV will provide technical support to Comcast as defined in the
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`Statement of Work. Agile TV will provide Comcast with a dedicated telephone support
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`detail in the Statement line as set forth in the Statement of Work. As set forth in greater
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`of Work, the Parties will establish a procedure for escalation of issues by Comcast
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`personnel to AgileTV and expected resolution.
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`3.6.2 Agile TV will provide Comcast with all necessary documentation to enable
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`the support of Customers and installers. This documentation is detailed in the applicable
`Statements
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`of Work, but will at a minimum contain (a) installation and trouble-shooting
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`instructions for installers; {b) user guides and frequently asked questions {"FAQs") for
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`installers and Customers; (c) materials regarding the operation of the Agile TV System
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`sufficient to enable Comcast to provide troubleshooting and customer support; and (d)
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`minimum system requirements for Customer equipment in order to enable the Agile TV
`System to operate.
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`3.6.3 Agile TV will replace Customer Premises Equipment as necessary and as
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`requested by Comcast. All such replacement equipment will be delivered to Comcast at
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`Agile TV's expense at the site specified by Comcast for such deliveries.
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`3.6.4 Agile TV will create instructional marketing and recruitment video
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`materials in an appropriate format for purposes of distributing the video to Customers
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`who are current or potential Trial Customers. Appropriate distribution methods may
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`include VOD, one or more "barker" channels on the Trial Cable System, and possibly
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`stand-alone media such as DVD and VHS. Comcast may, but is not obligated to,
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`distribute the recruitment video to potential Trial Customers.
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`3.6.5 Agile TV will not communicate with Trial Customers.
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`3.6.6 Agile TV will be responsible for conducting any software upgrades in the
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`Agile TV-supplied applications equipment. In the event that security requirements
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`preclude access to the equipment necessary for Agile TV to conduct such upgrades,
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`Agile TV will coordinate with authorized personnel within Comcast to perform the
`upgrade.
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`AgileTV will direct all communications regarding the
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`3.7 Comcast Contact.
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`of or any issues arising out of the Trial to designated contacts within Comcast
`progress
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`(the "Comcast Contacts") as defined in Attachment A. All such communications will be
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`considered Confidential Information. Unless otherwise authorized by Comcast, AgileTV
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`will not initiate communications regarding the Trial or the possibility of expanding the
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`scope of the Trial with anyone other than Comcast Contacts.
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`3.8 Research
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`Pursuant to the anticipated Joint Research Agreement, AgileTV will provide data, as set
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`out in the SOW, in furtherance of the Market Research, the Technical Research and the
`Usage Research.
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`6
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`Comcast - Exhibit 1021, page 6
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`Section 4. Obligations of Comcast
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`4.1 Trial System. Comcast will provide the physical locations, equipment and
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`personnel necessary to host the Agile TV System and conduct the Trial. Comcast will
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`provide rack space and other facilities as specified in the Statement of Work.
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`4.2 Conduct of the Trial
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`4.2.1 Comcast will provide personnel and other resources, in its discretion, to
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`assist in the installation of the Agile TV System in the Trial Cable System. Comcast will
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`to the customer Premises Equipment be responsible for the delivery of all Customer
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`premises, and for any installation that is not performed by the Trial Customers
`themselves.
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`4.2.2 Comcast will use commercially reasonable efforts to provide ongoing
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`head-end infrastructure support to maintain the operation of the Agile TV System at the
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`Trial Cable System during the Trial Period.
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`4.2.3 Comcast will be responsible for (a) conducting head-end reconfiguration;
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`(b)providing support for the Agile TV application; and (c) downloading and upgrading the
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`software provided by Agile TV to the set top boxes of Trial Customers to enable the
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`AgileTV System to operate.
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`4.3 Support. Comcast will provide direct customer support for Trial Customers
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`based on scripts and collateral materials produced by Comcast or provided by AgileTV
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`and approved by Comcast. Comcast's direct customer support will be backed up by
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`Agile TV's escalation support, as described in Section 3.6.1 and the Statement of Work.
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`Comcast will be responsible 4.4 Trial Customer Relationship.
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`for recruiting the
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`Trial Customers. Comcast will have the sole ability to terminate a Trial Customer's
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`participation in the Trial if Comcast determines it is in its interests to do so. Comcast will
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`be responsible for all communications with Customers and Trial Customers, including
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`the distribution of promotional, marketing and informational materials, even if some such
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`materials are created by AgileTV.
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`4.5 Research
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`Pursuant to the anticipated Joint Research Agreement, Comcast will provide personnel
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`and reasonable support for the Market Research, the Technical Research and the
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`Usage Research. Details will be defined in the Joint Research Agreement.
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`Section 5. Term and Termination
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`5.1 This Agreement will commence on the date of execution and will expire
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`by its
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`terms thirty (30) days after the end of the Trial Period (including any extension thereof).
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`In the event the Parties decide to move to a broader commercial deployment of the
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`Agile TV System, the Parties agree that they-will execute a separate agreement.
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1021, page 7
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`5.2 Either Party may terminate this Agreement by written notice to the other Party if
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`such other Party is in material breach of this Agreement and has failed to cure such
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`breach within thirty (30) days of receiving written notice from the non-breaching Party
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`specifying the alleged breach.
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`5.3 Comcast may terminate this Agreement for convenience upon thirty (30) days'
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`notice to Agile TV.
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`5.4 Upon any termination of this Agreement, (a) each Party will promptly return to the
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`other Party all Confidential Information of the other Party; and (b) Comcast will cease
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`providing the Promptu Service to Trial Customers, if it has not already been
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`discontinued. Upon termination or expiration of this Agreement Agile TV will have thirty
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`(30) days to uninstall and remove its software from the Head-End Equipment in the Trial
`Cable System.
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`5.5 Upon termination or expiration of the Agreement, Agile TV will disconnect and
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`discontinue the use of its remote access capabilities to the Trial Cable System and any
`part of the Comcast network.
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`5.6 Either Party may terminate this Agreement upon written notice to the other Party,
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`if such other Party is subject to proceedings in bankruptcy or insolvency, voluntarily or
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`involuntarily, if a receiver is appointed with or without the other Party's consent, if the
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`other Party assigns its property to its creditors or performs any other act of bankruptcy, if
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`the other Party becomes insolvent and cannot pay its debts when they are due or if the
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`other Party ceases to conduct business.
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`5. 7 All rights and licenses granted under or pursuant to this Agreement
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`shall be
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`deemed, for purposes of Article 365(n) of the United States Bankruptcy Code (11 U.S.C.
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`Section 365(n))(the "Code") to be licenses to rights to "intellectual property" as defined in
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`Article 101 (35A) of the Code. Agile TV agrees that Comcast, as licensee of such rights
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`under this Agreement, shall retain and may fully exercise all of its rights and elections
`under the Code.
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`Section 6. Ownership
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`6.1 AgileTV and/or its suppliers will retain all right, title and interest in and to all
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`software and documentation provided to Comcast pursuant to this Agreement. Agile
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`hereby assigns ownership of the Customer Premises Equipment to Comcast. Agile TV
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`acknowledges and agrees that Comcast has no obligation to repossess Customer
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`Premises Equipment from Customers upon the end of the Trial.
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`6.2 Comcast and/or its suppliers will retain all right, title and interest in and to all
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`software, applications, systems, business methods, training materials, processes,
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`specifications and Customer data that it (a) owned or otherwise had any right, title and
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`interest in and to prior to the execution of this Agreement; or (b) has developed
`or
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`acquired during the term of this Agreement.
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`6.3 Ownership of the Market Research,
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`the Usage Research and the Technical
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`Research will be defined in the Joint Research Agreement. Notwithstanding the
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`Agile TV I Comcast Confidential
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`Page 8 of 28
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1021, page 8
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`foregoing, Comcast shall own all right, title and interest in and to all Usage Data and the
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`Technical Research.
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`Section 7.
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`Confidentiality and Publicity
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`7.1 Confidentiality.
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`Identifiable Information of Personally 7.2 Data Ownership and Ownership
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`7.2.1 Subscriber Information. Agile TV hereby acknowledges that Comcast
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`has a special responsibility under the law to keep personally identifiable Subscriber
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`information ("Pit") private and confidential. Agile TV also acknowledges that the PII to
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`which it will have access pursuant to this Agreement constitutes Comcast Confidential
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`Information and that Agile TV in no way possesses or shall gain possession of any
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`ownership or other proprietary rights with respect to such Pit. Agile TV acknowledges
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`set forth in privacy protections to the subscriber and understands that Pit is subject
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`Section 631 of the Cable Communications Policy Act of 1984, as amended (47 U.S.C.
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`Sec. 551 ), as well as other applicable federal and state laws. Agile TV agrees that it
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`shall use such information in strict compliance with Section 631 and all other applicable
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`laws governing the use, collection, disclosure and storage of such information. Agile TV
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`further agrees to restrict disclosure of such PII to those Agile TV employees or
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`contractors with a need to know and who are bound by the confidentiality provisions
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`herein and shall not further disclose such information to any third Party without the prior
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`written consent of Comcast.
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`7.2.2 Usage Data. Except as permitted
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`in Sections 6 and 7 above, AgileTV
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`shall not collect or maintain such Usage Data in any manner or to any extent that is not
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`in compliance with its obligations under this Agr!:)ement and shall maintain such Usage
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`Data in encrypted or otherwise secure form.
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1021, page 9
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`7.2.3 Security. All PII and Usage Data that is collected and/or stored by
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`Agile TV pursuant to this Agreement and the Statement of Work shall be maintained in a
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`secure environment that meets industry standards. Any PII or Usage Data that is
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`collected or obtained by AgileTV must be stored and transmitted in encrypted
`or
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`otherwise secure form. In the event of a breach of security of any system, website,
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`database, equipment or storage medium or facility that results in unauthorized access to
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`PII or Usage Data by any third Party (including any employee or contractor of Agile TV
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`that is not authorized to access such information), Agile TV shall notify Comcast
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`immediately and make best efforts to re-secure its systems immediately.
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`7.2.4 Remote Access. To the extent that Agile TV is authorized to gain
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`of gaining for purposes and content remote access to Comcast's networks, equipment
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`access to network control elements and content libraries and for purposes of providing
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`application data, support, customer service, authentication or to otherwise perform its
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`obligations under this Agreement, Agile TV shall ensure that (a) such access is restricted
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`to authorized employees; (b) it provides Comcast with a list of all such authorized
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`employees; (c) such remote access is used solely for purposes of fulfilling Agile TV's
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`obligations under this Agreement; (d) such remote access is obtained through a secure
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`connection; and (e) AgileTV uses such remote access capability only to access
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`equipment or software that is provided to Comcast by Agile TV or otherwise
`is directly
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`involved in supporting the Agile TV System and does not access any other Comcast or
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`third Party systems, databases, equipment or software. Agile TV will refrain from any
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`network activities that could impact the performance of systems and customers not
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`involved with the Trial. Agile TV will provide periodic security audits of their access
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`system and methods and will change authentication elements periodically to maintain
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`the integrity and security of AgileTV's access.
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`7.2.5 Publicity. Neither Party will use in its publicity or marketing literature or
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`web site either the other Party's name or the name of any of its Affiliates or the fact that
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`it has signed this Agreement without first obtaining the prior written approval of the other
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`Party. Neither Party will issue a press release or make any other formal communication
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`with the news media relating to this Agreement or the Trial without the prior written
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`approval of the other Party. Without limiting the foregoing AgileTV will not make any
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`public statements relating to this Agreement or the Trial without the prior written approval
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`of Comcast. In addition, any reference either direct or inferred to Comcast on the
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`Promptu.com website must not occur without first obtaining approval from Comcast.
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`7.2.6 Demonstration for Government Officials and Others. Comcast
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`periodically receives requests from government officials to demonstrate some of the new
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`technologies and services that Comcast is testing for potential deployment to
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`consumers. The purpose of these demonstrations is to help government officials and
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`their staff understand the new services that may be made available to consumers and to
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`learn the potential benefits to consumers these new services may offer. AgileTV agrees
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`to permit Comcast to demonstrate the Agile TV service to regulators, legislators
`or other
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`government officials and staff for the purposes set forth in this paragraph.
`Comcast may
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`also demonstrate the Agile TV service to third parties for other purposes consistent with
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`the evaluation of the service in connection with the Trial.
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`10
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1021, page 10
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`7.2.7 Technical Trial Transition. Upon official launch of the Marketing trial,
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`the Technical Trial Agreement previously executed between the Parties is hereby
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`terminated. This Marketing Trial Agreement, the accompanying Statement of Work and
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`for currently scheduled to begin at launch, relationship any Exhibits will govern the trial
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`April 27, 2005. In addition, at Comcast's discretion, the current technical trial
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`participants will be given the option to continue with the product as marketing trial
`participants.
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`Section
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`8. Representations, Warranties and Covenants
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`AgileTV represents 8.1 AgileTV Warranties.
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`and warrants that:
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`8.1.1 It is duly organized, validly existing and in good standing under the laws
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`of the State of Delaware and has the full power and authority to enter into this
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`Agreement and to supply to Comcast the AgileTV System and all components thereof.
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`8.1.2 If any part of the Agile TV System contains third party software or other
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`intellectual property, Agile TV warrants that it has the full power and authority to
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`sublicense the third party software or other intellectual property as pa