Common use of Fifth Mirror Service Clause in Contracts

Fifth Mirror Service. i. Notwithstanding anything to the contrary herein, the Fifth Mirror Service shall be deemed to be part of the Service for the purposes of the Distribution Agreement, only to the extent that: (1) RoxioNow is solely responsible for, and in control of, all ODRL-based commerce (including without limitation, web services, XML feeds and other back-end functionality) on such Fifth Mirror Service, except that Asus may provide billing and customer service activities; (2) the Fifth Mirror Service continues to contain RoxioNow branding; (3) RoxioNow ensures that financial, commercial, and legal terms of the Distribution Agreement are not disclosed to the Fifth Mirror Service, except as may be required in connection with the fulfillment by XxxxxXxx of contractual obligations with respect to the Fifth Mirror Service; (4) nothing contained herein shall prevent CDD from entering into a direct relationship with Asus with respect to the ODRL rights at any time and if there is an upon execution of such direct agreement between CDD and Asus, this Amendment will automatically terminate with respect to the Distribution AgreementFifth Mirror Service with no further action necessary to effectuate such terminationupon RoxioNow’s subsequent receipt of written notice from CDD that CDD has executed a direct agreement with Asus; and (5) all ODRL audio-visual content on the non-Fifth Mirror Service portion of the Service is also available on the Fifth Mirror Service. ii. CDD may enter, at its discretion, into direct conversations with Asus regarding any marketing and/or promotional activities that CDD offers RoxioNow and other ODRL distributors in the Territory and which CDD wants to offer to Asus for the Fifth Mirror Service. iii. RoxioNow shall pay CDD for all Included Programs distributed via the Fifth Mirror Service in the same amount and manner as provided for in the Distribution Agreement, provided, however, that neither RoxioNow nor Asus shall pay any additional minimum guarantees, advance payments or similar payments to CDD. iv. The rights granted to XxxxxXxx hereunder shall be coterminous with those granted to RoxioNow pursuant to the Distribution Agreement and for the same Territory set forth in the Distribution Agreement. v. The following language shall be added as a new fifth sentence to Section

Fifth Mirror Service. i. Notwithstanding anything to the contrary herein, the Fifth Mirror Service shall be deemed to be part of the Service for the purposes of the Distribution Test License Agreement, only to the extent that: (1) RoxioNow is solely responsible for, and in control of, all ODRLVOD-based commerce (including without limitation, web services, XML feeds and other back-end functionality) on such Fifth Mirror Service, except that Asus may provide billing and customer service activities; (2) the Fifth Mirror Service continues to contain RoxioNow branding; (3) RoxioNow ensures that financial, commercial, and legal terms of the Distribution Test License Agreement are not disclosed to the Fifth Mirror Service, except as may be required in connection with the fulfillment by XxxxxXxx of contractual obligations with respect to the Fifth Mirror Service; (4) nothing contained herein shall prevent CDD from entering into a direct relationship with Asus with respect to the ODRL VOD rights at any time and if there is an upon execution of such direct agreement between CDD and Asus, this Amendment will automatically terminate with respect to the Distribution AgreementFifth Fifth Mirror Service with no further action necessary to effectuate such terminationupon RoxioNowupon XxxxxXxx’s subsequent receipt of written notice from CDD that CDD has executed a direct agreement with Asus; and (5) all ODRL VOD audio-visual content on the non-Fifth Mirror Service portion of the Service is also available on the Fifth Mirror Service. ii. CDD may enter, at its discretion, into direct conversations with Asus regarding any marketing and/or promotional activities that CDD offers RoxioNow and other ODRL VOD distributors in the Territory and which CDD wants to offer to Asus for the Fifth Mirror Service. iii. RoxioNow shall pay CDD for all Included Programs distributed via the Fifth Mirror Service in the same amount and manner as provided for in the Distribution Test License Agreement, provided, however, that neither RoxioNow nor Asus shall pay any additional minimum guarantees, advance payments or similar payments to CDD. iv. The rights granted to XxxxxXxx hereunder shall be coterminous with those granted to RoxioNow pursuant to the Distribution Test License Agreement and for the same Territory set forth in the Distribution Test License Agreement. v. . The following language shall be added as a new fifth sentence to SectionSection 16.4 of the Test License Agreement: “The use and distribution of Included Programs in connection with the Fifth Mirror Service shall be only as specifically allowed by this Agreement RoxioNow shall ensure that any and all Fifth Mirror Service-related use and distribution of Included Programs is in strict accordance with the terms of this Agreement.” Capitalized terms used in this Section 3a and not otherwise defined shall have the meaning ascribed to them in the Test License Agreement.

Fifth Mirror Service. i. Notwithstanding anything to the contrary herein, the Fifth Mirror Service shall be deemed to be part of the Service for the purposes of the Distribution Test License Agreement, only to the extent that: (1) RoxioNow is solely responsible for, and in control of, all ODRLVOD-based commerce (including without limitation, web services, XML feeds and other back-end functionality) on such Fifth Mirror Service, except that Asus may provide billing and customer service activities; (2) the Fifth Mirror Service continues to contain RoxioNow branding; (3) RoxioNow ensures that financial, commercial, and legal terms of the Distribution Test License Agreement are not disclosed to the Fifth Mirror Service, except as may be required in connection with the fulfillment by XxxxxXxx of contractual obligations with respect to the Fifth Mirror Service; (4) nothing contained herein shall prevent CDD from entering into a direct relationship with Asus with respect to the ODRL VOD rights at any time and if there is an execution of such direct agreement between CDD and Asus, this Amendment will automatically terminate with respect to the Fifth Mirror Service upon XxxxxXxx’s subsequent receipt of written notice from CDD that CDD has executed a direct agreement with Asus upon execution of such direct agreement between CDD and Asus, this Amendment will automatically terminate with respect to the Distribution AgreementFifth Mirror Service Test License Agreement with no further action necessary to effectuate such terminationupon RoxioNow’s subsequent receipt of written notice from CDD that CDD has executed a direct agreement with Asustermination; and (5) all ODRL audio-VOD audio- visual content on the non-Fifth Mirror Service portion of the Service is also available on the Fifth Mirror Service. ii. CDD may enter, at its discretion, into direct conversations with Asus Xxxx regarding any marketing and/or promotional activities that CDD offers RoxioNow and other ODRL VOD distributors in the Territory and which CDD wants to offer to Asus for the Fifth Mirror Service. iii. RoxioNow shall pay CDD for all Included Programs distributed via the Fifth Mirror Service in the same amount and manner as provided for in the Distribution Test License Agreement, provided, however, that neither RoxioNow nor Asus shall pay any additional minimum guarantees, advance payments or similar payments to CDD. iv. The rights granted to XxxxxXxx hereunder shall be coterminous with those granted to RoxioNow pursuant to the Distribution Test License Agreement and for the same Territory set forth in the Distribution Test License Agreement. v. The following language shall be added as a new fifth sentence to Section

Fifth Mirror Service. i. Notwithstanding anything to the contrary herein, the Fifth Mirror Service shall be deemed to be part of the Service for the purposes of the Distribution Agreement, only to the extent that: (1) RoxioNow RES is solely responsible for, and in control of, all ODRL-based commerce (including without limitation, web services, XML feeds and other back-end functionality) on such Fifth Mirror Service, except that Asus RIM may provide billing and customer service activities; (2) the Fifth Mirror Service continues to contain RoxioNow some RES branding (e.g., “powered by Rovi” branding); (3) RoxioNow RES ensures that financial, commercial, and legal terms of the Distribution Agreement are not disclosed to the Fifth Mirror ServiceService (other than as they relate to the RIM Guarantee), except as may be required in connection with the fulfillment by XxxxxXxx RES of contractual obligations with respect to the Fifth Mirror Service; (4) nothing contained herein shall prevent CDD from entering into a direct relationship with Asus RIM with respect to the ODRL rights at any time and if there is an upon execution of such direct agreement between CDD and AsusRIM, this Amendment will automatically terminate with respect to the Distribution AgreementFifth Fifth Mirror Service with no further action necessary to effectuate such terminationupon RoxioNowupon RES’s subsequent receipt of written notice from CDD that CDD has executed a direct agreement with AsusRIM, and all unrecouped amounts of the RIM Guarantee shall be credited to RIM under such direct agreement (with RIM being a third party beneficiary to this clause); and (5) all ODRL audio-visual content on the non-Fifth Mirror Service portion of the Service is also available on the Fifth Mirror ServiceService to the extent approved by RIM. ii. CDD may enter, at its discretion, into direct conversations with Asus RIM regarding any marketing and/or promotional activities that CDD offers RoxioNow RES and other ODRL distributors in the Territory and which CDD wants to offer to Asus RIM for the Fifth Mirror Service. iii. RoxioNow RES shall pay CDD for all Included Programs distributed via the Fifth Mirror Service in the same amount and manner as provided for in the Distribution Agreement, provided, however, that neither RoxioNow RES nor Asus RIM shall pay any additional minimum guarantees, advance payments or similar payments to CDDCDD other than the RIM Guarantee. iv. The rights granted to XxxxxXxx RES hereunder shall be coterminous with those granted to RoxioNow RES pursuant to the Distribution Agreement and for the same Territory set forth in the Distribution Agreement. v. The following language shall be added as a new fifth sentence to Section

Fifth Mirror Service. i. Notwithstanding anything to the contrary herein, the Fifth Mirror Service shall be deemed to be part of the Service for the purposes of the Distribution Test License Agreement, only to the extent that: (1) RoxioNow RES is solely responsible for, and in control of, all ODRLVOD-based commerce (including without limitation, web services, XML feeds and other back-end functionality) on such Fifth Mirror Service, except that Asus RIM may provide billing and customer service activities; (2) the Fifth Mirror Service continues to contain RoxioNow RES branding (e.g., “powered by Rovi” branding”); (3) RoxioNow RES ensures that financial, commercial, and legal terms of the Distribution Test License Agreement are not disclosed to the Fifth Mirror ServiceService (other than as they relate to the RIM Guarantee), except as may be required in connection with the fulfillment by XxxxxXxx RES of contractual obligations with respect to the Fifth Mirror Service; (4) nothing contained herein shall prevent CDD from entering into a direct relationship with Asus RIM with respect to the ODRL VOD rights at any time and if there is an upon execution of such direct agreement between CDD and AsusRIM, this Amendment will automatically terminate with respect to the Distribution AgreementFifth Fifth Mirror Service with no further action necessary to effectuate such terminationupon RoxioNowupon RES’s subsequent receipt of written notice from CDD that CDD has executed a direct agreement with AsusRIM, and all unrecouped amounts of the RIM Guarantee shall be credited to RIM under such direct agreement (with RIM being a third party beneficiary to this clause); and (5) all ODRL VOD audio-visual content on the non-Fifth Mirror Service portion of the Service is also available on the Fifth Mirror ServiceService to the extent approved by RIM. ii. CDD may enter, at its discretion, into direct conversations with Asus RIM regarding any marketing and/or promotional activities that CDD offers RoxioNow RES and other ODRL VOD distributors in the Territory and which CDD wants to offer to Asus RIM for the Fifth Mirror Service. iii. RoxioNow RES shall pay CDD for all Included Programs distributed via the Fifth Mirror Service in the same amount and manner as provided for in the Distribution Test License Agreement, provided, however, that neither RoxioNow RES nor Asus RIM shall pay any additional minimum guarantees, advance payments or similar payments to CDDCDD other than the RIM Guarantee. iv. The rights granted to XxxxxXxx RES hereunder shall be coterminous with those granted to RoxioNow RES pursuant to the Distribution Test License Agreement and for the same Territory set forth in the Distribution Test License Agreement. v. The following language shall be added as a new fifth sentence to Section

Fifth Mirror Service. i. Notwithstanding anything to the contrary herein, the Fifth Mirror Service shall be deemed to be part of the Service for the purposes of the Distribution Agreement, only to the extent that: (1) RoxioNow is solely responsible for, and in control of, all ODRL-based commerce (including without limitation, web services, XML feeds and other back-end functionality) on such Fifth Mirror Service, except that Asus may provide billing and customer service activities; (2) the Fifth Mirror Service continues to contain RoxioNow branding; (3) RoxioNow ensures that financial, commercial, and legal terms of the Distribution Agreement are not disclosed to the Fifth Mirror Service, except as may be required in connection with the fulfillment by XxxxxXxx RoxioNow of contractual obligations with respect to the Fifth Mirror Service; (4) nothing contained herein shall prevent CDD from entering into a direct relationship with Asus with respect to the ODRL rights at any time and if there is an upon execution of such direct agreement between CDD and Asus, this Amendment will automatically terminate with respect to the Distribution AgreementFifth Mirror Service with no further action necessary to effectuate such terminationupon RoxioNow’s subsequent receipt of written notice from CDD that CDD has executed a direct agreement with Asus; and (5) all ODRL audio-visual content on the non-Fifth Mirror Service portion of the Service is also available on the Fifth Mirror Service. ii. CDD may enter, at its discretion, into direct conversations with Asus regarding any marketing and/or promotional activities that CDD offers RoxioNow and other ODRL distributors in the Territory and which CDD wants to offer to Asus for the Fifth Mirror Service. iii. RoxioNow shall pay CDD for all Included Programs distributed via the Fifth Mirror Service in the same amount and manner as provided for in the Distribution Agreement, provided, however, that neither RoxioNow nor Asus shall pay any additional minimum guarantees, advance payments or similar payments to CDD. iv. The rights granted to XxxxxXxx RoxioNow hereunder shall be coterminous with those granted to RoxioNow pursuant to the Distribution Agreement and for the same Territory set forth in the Distribution Agreement. v. The following language shall be added as a new fifth sentence to Section

Fifth Mirror Service. i. Notwithstanding anything to the contrary herein, the Fifth Mirror Service shall be deemed to be part of the Service for the purposes of the Distribution Agreement, only to the extent that: (1) RoxioNow is solely responsible for, and in control of, all ODRL-based commerce (including without limitation, web services, XML feeds and other back-end functionality) on such Fifth Mirror Service, except that Asus may provide billing and customer service activities; (2) the Fifth Mirror Service continues to contain RoxioNow branding; (3) RoxioNow ensures that financial, commercial, and legal terms of the Distribution Agreement are not disclosed to the Fifth Mirror Service, except as may be required in connection with the fulfillment by XxxxxXxx of contractual obligations with respect to the Fifth Mirror Service; (4) nothing contained herein shall prevent CDD from entering into a direct relationship with Asus with respect to the ODRL rights at any time and if there is an upon execution of such direct agreement between CDD and Asus, this Amendment will automatically terminate with respect to the Distribution AgreementFifth Fifth Mirror Service with no further action necessary to effectuate such terminationupon RoxioNowupon XxxxxXxx’s subsequent receipt of written notice from CDD that CDD has executed a direct agreement with Asus; and (5) all ODRL audio-visual content on the non-Fifth Mirror Service portion of the Service is also available on the Fifth Mirror Service. ii. CDD may enter, at its discretion, into direct conversations with Asus regarding any marketing and/or promotional activities that CDD offers RoxioNow and other ODRL distributors in the Territory and which CDD wants to offer to Asus for the Fifth Mirror Service. iii. RoxioNow shall pay CDD for all Included Programs distributed via the Fifth Mirror Service in the same amount and manner as provided for in the Distribution Agreement, provided, however, that neither RoxioNow nor Asus shall pay any additional minimum guarantees, advance payments or similar payments to CDD. iv. The rights granted to XxxxxXxx hereunder shall be coterminous with those granted to RoxioNow pursuant to the Distribution Agreement and for the same Territory set forth in the Distribution Agreement. v. . The following language shall be added as a new fifth sentence to SectionSection 16.4 of the Distribution Agreement: “The use and distribution of Included Programs in connection with the Fifth Mirror Service shall be only as specifically allowed by this Agreement and RoxioNow shall ensure that any and all Fifth Mirror Service-related use and distribution of Included Programs is in strict accordance with the terms of this Agreement.” Capitalized terms used in this Section 2a and not otherwise defined shall have the meaning ascribed to them in the Distribution Agreement.

Fifth Mirror Service. i. Notwithstanding anything to the contrary herein, the Fifth Mirror Service shall be deemed to be part of the Service for the purposes of the Distribution Test License Agreement, only to the extent that: (1) RoxioNow is solely responsible for, and in control of, all ODRLVOD-based commerce (including without limitation, web services, XML feeds and other back-end functionality) on such Fifth Mirror Service, except that Asus may provide billing and customer service activities; (2) the Fifth Mirror Service continues to contain RoxioNow branding; (3) RoxioNow ensures that financial, commercial, and legal terms of the Distribution Test License Agreement are not disclosed to the Fifth Mirror Service, except as may be required in connection with the fulfillment by XxxxxXxx RoxioNow of contractual obligations with respect to the Fifth Mirror Service; (4) nothing contained herein shall prevent CDD from entering into a direct relationship with Asus with respect to the ODRL VOD rights at any time and if there is an execution of such direct agreement between CDD and Asus, this Amendment will automatically terminate with respect to the Fifth Mirror Service upon RoxioNow’s subsequent receipt of written notice from CDD that CDD has executed a direct agreement with Asus upon execution of such direct agreement between CDD and Asus, this Amendment will automatically terminate with respect to the Distribution AgreementFifth Mirror Service Test License Agreement with no further action necessary to effectuate such terminationupon RoxioNow’s subsequent receipt of written notice from CDD that CDD has executed a direct agreement with Asustermination; and (5) all ODRL audio-VOD audio- visual content on the non-Fifth Mirror Service portion of the Service is also available on the Fifth Mirror Service. ii. CDD may enter, at its discretion, into direct conversations with Asus regarding any marketing and/or promotional activities that CDD offers RoxioNow and other ODRL VOD distributors in the Territory and which CDD wants to offer to Asus for the Fifth Mirror Service. iii. RoxioNow shall pay CDD for all Included Programs distributed via the Fifth Mirror Service in the same amount and manner as provided for in the Distribution Test License Agreement, provided, however, that neither RoxioNow nor Asus shall pay any additional minimum guarantees, advance payments or similar payments to CDD. iv. The rights granted to XxxxxXxx RoxioNow hereunder shall be coterminous with those granted to RoxioNow pursuant to the Distribution Test License Agreement and for the same Territory set forth in the Distribution Test License Agreement. v. The following language shall be added as a new fifth sentence to Section