Common use of Consensus Watermark Designation Clause in Contracts

Consensus Watermark Designation. (a) Licensor shall designate as the Consensus Watermark, as that term is used in the Form Adopter Agreement, such watermark system that is approved by Licensor pursuant to this Section 3.9. In the event that either DVD Copy Control Association, Inc. (“DVD CCA”) selects a watermark for playback control purposes or 4C Entity L.L.C. (“4C Entity”) selects a watermark for copy control purposes (either such watermark, a “Proposed Watermark”), and such entity notifies Licensor of such selection and includes in such notice technical information sufficient to demonstrate that the Proposed Watermark will not interfere with DTCP or the operation of any Licensed Products (the “Non-Interference Standard”), Licensor shall, within thirty (30) days of receiving such notice, notify all member companies of the MPAA that Licensor is considering evaluating the suitability of the Proposed Watermark as the Consensus Watermark and that Licensor seeks written responses from each such member, within fifteen (15) business days of the date of such notice from Licensor (the “Watermark Notice Period”), informing Licensor whether such member supports or objects to such designation by Licensor. In the event that Licensor (i) receives any written objection from any such member within the Watermark Notice Period with respect to such designation and (ii) does not receive at least three (3) notices from such members within the Watermark Notice Period supporting such designation, Licensor shall have no obligation to evaluate the Proposed Watermark or to designate the Proposed Watermark as the Consensus Watermark, and Content Participant shall have no right to object to Licensor’s declining (x) to conduct such an evaluation or (y) to designate the Proposed Watermark as the Consensus Watermark. (b) In the event that Licensor (i) does not receive within the Watermark Notice Period any such written objection with respect to such designation from any member of the MPAA to whom Licensor sent a notice pursuant to Section 3.9(a) or (ii) receives at least three (3) written notices from such members within the Watermark Notice Period supporting such designation, it shall evaluate such watermark system to determine whether the Proposed Watermark meets the Non-Interference Standard. In the event that Licensor conducts such an evaluation and determines that the Proposed Watermark meets the Non-Interference Standard, it shall designate the Proposed Watermark as the Consensus Watermark. In the event that Licensor conducts such an evaluation and determines that the Proposed Watermark does not meet the Non- Interference Standard, it may decline to designate the Proposed Watermark as the Consensus Watermark. Licensor shall notify Content Participant of whether it will designate, or decline to designate, the Proposed Watermark as the Consensus Watermark

Consensus Watermark Designation. □ (a) Licensor shall designate as the Consensus Watermark, as that term is used in the Form Adopter Agreement, such watermark system that is approved by Licensor pursuant to this Section 3.9. In the event that either DVD Copy Control Association, Inc. (“DVD CCA”) selects a watermark for playback control purposes or 4C Entity L.L.C. (“4C Entity”) selects a watermark for copy control purposes (either such watermark, a “Proposed Watermark”), and such entity notifies Licensor of such selection and includes in such notice technical information sufficient to demonstrate that the Proposed Watermark will not interfere with DTCP or the operation of any Licensed Products (the “Non-Interference Standard”), Licensor shall, within thirty (30) days of receiving such notice, notify all member companies of the MPAA that Licensor is considering evaluating the suitability of the Proposed Watermark as the Consensus Watermark and that Licensor seeks written responses from each such member, within fifteen (15) business days of the date of such notice from Licensor (the “Watermark Notice Period”), informing Licensor whether such member supports or objects to such designation by Licensor. In the event that Licensor (i) receives any written objection from any such member within the Watermark Notice Period with respect to such designation and (ii) does not receive at least three (3) notices from such members within the Watermark Notice Period supporting such designation, Licensor shall have no obligation to evaluate the Proposed Watermark or to designate the Proposed Watermark as the Consensus Watermark, and Content Participant shall have no right to object to Licensor’s declining □ (x) to conduct such an evaluation or (y) to designate the Proposed Watermark as the Consensus Watermark. . □ (b) In the event that Licensor (i) does not receive within the Watermark Notice Period any such written objection with respect to such designation from any member of the MPAA to whom Licensor sent a notice pursuant to Section 3.9(a) or (ii) receives at least three (3) written notices from such members within the Watermark Notice Period supporting such designation, it shall evaluate such watermark system to determine whether the Proposed Watermark meets the Non-Interference Standard. In the event that Licensor conducts such an evaluation and determines that the Proposed Watermark meets the Non-Interference Standard, it shall designate the Proposed Watermark as the Consensus Watermark. In the event that Licensor conducts such an evaluation and determines that the Proposed Watermark does not meet the Non- Non-Interference Standard, it may decline to designate the Proposed Watermark as the Consensus Watermark. Licensor shall notify Content Participant of whether it will designate, or decline to designate, the Proposed Watermark as the Consensus Watermark □ (x) in the case that DVD CCA or 4C Entity selects one of the Presently Known Watermark Technologies as the Proposed Watermark, within thirty (30) days after the conclusion of the Watermark Notice Period or (y) in the case that DVD CCA or 4C □ Entity selects as the Proposed Watermark any watermark technology other than a Presently Known Watermark Technology, including but not limited to any upgrade to a Presently Known Watermark Technology, ninety (90) days after the conclusion of the Watermark Notice Period. □ (c) In the event that Licensor is obligated to conduct an evaluation of the Consensus Watermark pursuant to Section 3.9(b) and notifies Content Participant, pursuant to Section 3.9(b), that it declines to designate the Proposed Watermark as the Consensus Watermark, then for so long as Content Participant is an Eligible AV Content Participant and believes in good faith that the Proposed Watermark meets the Non-Interference Standard, it shall have the right, either on its own or with one or more Fellow AV Content Participants that are each an Eligible AV Content Participant under its AV Content Participant Agreement, to file a written objection to Licensor’s decision not to designate the Proposed Watermark as the Consensus Watermark. Any such objection shall set forth with specificity the basis for such good faith belief by Content Participant that the Proposed Watermark meets the Non-Interference Standard and shall be delivered to Licensor no later than fifteen (15) business days after the date of service of notice by Licensor pursuant to Section 3.9(b) at the address specified in the notice provisions of this Agreement. In the event Licensor has served such notice to Content Participant by mail, three (3) days shall be added to the prescribed period for filing an objection. Licensor agrees to consider any such objection in good faith. If Licensor rejects such objection, it shall provide prompt written notice thereof to Content Participant and any Fellow AV Content Participants that filed a written objection explaining the reasons for such rejection. □ (d) If (i) Content Participant is a Major AV Content Participant and has filed a written objection pursuant to Section 3.9(c), (ii) Content Participant is joined by other Fellow AV Content Participants that are Major AV Content Participants and also are Eligible AV Content Participants under each of their AV Content Participant Agreements, which, together with Content Participant, constitute a majority of such Major AV Content Participants that are also Eligible AV Content Participants, and (iii) such majority continues to believe in good faith that the Proposed Watermark meets the Non-Interference Standard, notwithstanding communication with Licensor pursuant to Section 3.9(c), then Content Participant and such Fellow AV Content Participants shall have the right, within thirty (30) days from receipt of Licensor’s rejection of such objection pursuant to Section 3.9(c), to initiate an arbitration to determine whether the Proposed Watermark meets the Non-Interference Standard. In any such arbitration, Licensor shall have the burden of demonstrating, by a preponderance of the evidence, that the Proposed Watermark does not meet the Non-Interference Standard. Such arbitration shall be subject to the terms and conditions set forth in Sections 3.7(f) (iii)-(iv) and